Common use of Second Closing Clause in Contracts

Second Closing. On any business day during the period beginning on the First Closing Date and ending on June 10, 2019, and upon the terms and subject to the conditions set forth herein, the Purchasers shall have the right and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchase, severally and not jointly, (a) the respective number of Shares set forth opposite the names of the Purchasers under the heading “Number of Shares to be Purchased in the Second Closing” on Exhibit A attached hereto (the “Second Closing Shares”) and (b) Common Warrants to purchase 0.25 shares of Common Stock for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are set forth opposite the names of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise Price.

Second Closing. On any business day during The Company shall notify the period beginning on Purchaser upon achievement of the First Milestone. The second Closing Date and ending on June 10shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, 2019, and upon the terms and subject to the conditions set forth herein, and upon satisfaction of the Purchasers shall have covenants and conditions set forth in Sections 2.2 and 2.3, the right Company agrees to sell, and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchasePurchasers, 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 (a) for this purpose only, not taking into account the respective issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares set forth opposite as specified below such Purchaser’s name on the names signature page of the Purchasers under the heading “Number of Shares to be Purchased in the Second Closing” on Exhibit A attached hereto (the “Second Closing Shares”) and (b) Common Warrants to purchase 0.25 shares of Common Stock for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants this Agreement to be purchased by it at the Second Closing are second 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 second 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 opposite on the names of signature page hereto executed by such Purchaser, and the Purchasers under Company shall deliver to each Purchaser its respective Shares and the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in Company and each Purchaser shall deliver the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to the purchase rights other items set forth in Section 8.132.2 deliverable at the Closing. The Common Warrants Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall have an exercise price per Common Warrant Share equal to occur remotely via the Warrant Exercise Priceexchange of documents and signature or such other location as the parties shall mutually agree.

Second Closing. On any business day during (a) In the period beginning on event that prior to April 7, 2005 (the First Closing Date and ending on June 10“Option Period”), 2019, and upon a public announcement of the terms and subject to the conditions set forth hereinClinical Event has occurred, the Purchasers Company shall have the right and the option, but not the obligation to require a second closing (the “Purchase RightSecond Closing”), by delivery ) pursuant to which the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to shall issue and sell to each Purchaser, in which case and each Purchaser shall purchaseshall, severally and not jointly, (a) purchase from the respective Company, one-half of such number of Shares Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the names Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Purchasers Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Number Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of Shares to be Purchased in the Company that a public announcement of the Clinical Event has occurred. At the Second Closing” on Exhibit A attached hereto (, each Purchaser shall instruct the “Second Closing Shares”) and (b) Common Warrants Escrow Agent to purchase 0.25 shares of Common Stock for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are set forth opposite the names of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant deliver an amount equal to the Per Unit Purchase PricePrice multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, subject in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to total amount of the Warrant Exercise PriceUnits that could be purchased by such Purchaser at the Second Closing.

Second Closing. On any business day during the period beginning on Following the First Closing Date and ending until January 6, 2017, the Company may sell, on June 10, 2019, and upon the same terms and subject conditions as those contained in this Agreement, an additional number of shares of Preferred Stock equal to the conditions Maximum Amount less the amount sold to Purchasers in the First Closing, to one or more Purchasers or such other purchasers as the Company and Purchasers otherwise agree in the manner set forth hereinin Section 5.5 of this Agreement (each such other purchaser, an “Additional Purchaser”); provided, however, that each Purchaser participating in the Purchasers Initial Closing shall have the right to purchase up to its pro-rata share (based on the amounts of Preferred Stock that such Purchaser purchased at the First Closing) of the portion of such Second Closing. Each Additional Purchaser that subscribes to the Second Closing shall be required to become a party to this Agreement and the optionRegistration Rights Agreement by executing and delivering a counterpart signature page thereto, and shall otherwise be deemed a “Purchaser” for purposes of this Agreement. The Company shall provide Purchasers with at least 2 Trading Days’ prior notice (but not the obligation (the “Purchase Right”), by delivery to exceed 3 Trading Days prior to the Company Second Closing) of the occurrence of the Second Closing and, if a purchase notice signed by each Purchaser (the “Purchase Notice”)wants to participate, to require it will provide the Company to issue and sell to each Purchaserwith at least one Trading Day notice of such participation. On the Second Closing Date, in which case each Purchaser shall purchasedeliver to the Company, severally and not jointlyvia wire transfer or a certified check, (a) the respective number of Shares set forth opposite the names of the Purchasers under the heading “Number of Shares immediately available funds equal to be Purchased in the Second Closing” on Exhibit A attached hereto (the “Second Closing Shares”) and (b) Common Warrants to purchase 0.25 shares of Common Stock such Purchaser’s Subscription Amount for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are as set forth opposite on the names signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective shares of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”Preferred Stock, as determined pursuant to Section 2.2(a), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to Company and each Purchaser shall deliver the purchase rights other items set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to 2.2 deliverable at the Warrant Exercise PriceSecond Closing.

Second Closing. On any business day during the period beginning on the First Closing Date and ending on June 10, 2019, and upon the terms Upon and subject to the terms and conditions set forth hereinof this Agreement, at the Purchasers Second Closing, Sellers shall have the right sell, transfer, assign and the option, but not the obligation (the “Purchase Right”), by delivery deliver to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each and Purchaser shall purchase, severally acquire and not jointlyaccept from Sellers, (aall of Sellers' right, title and interest in and to all the Initial Assets identified in Schedule 2.1(b)(ii) that meet the respective number Conditions Precedent as of Shares set forth opposite the names of the Purchasers under the heading “Number of Shares to be Purchased in the Second Closing” on Exhibit A attached hereto (, free and clear of all Liens other than Permitted Liens. Notwithstanding the “foregoing, if, at the time of the Second Closing Shares”Closing, there is an Open Title Condition with respect to any Initial Assets identified in Schedule 2.1(b)(ii) and (b) Common Warrants to purchase 0.25 shares such failure would have the effect of Common Stock reducing the TCF Product payable for every one Share purchased in such Initial Assets at the Second Closing below the Second Closing Amount, but all the Conditions Precedent to the Second Closing other than the Title Condition are met with respect to such Initial Assets, then (i) 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)(ii) with respect to which the Title Condition is satisfied, and (ii) such Open Title Assets will become Managed Assets pursuant to the Management Agreement so that the aggregate TCF Product for the Second Closing, with respect to such Initial Assets to be transferred and such Managed Assets, shall be not less than the Second Closing Amount. For the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are set forth opposite the names of the Purchasers Closing, Schedule 2.1(b)(ii) shall identify and Sellers shall deliver to Purchaser, Initial Assets and deliver to Purchaser Managed Assets to be managed under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased Management Agreement that generate, in the Second Closing” on Exhibit A attached hereto) (aggregate, TCF Product in amount not less than the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise PriceAmount.

Second Closing. On any business day during the period beginning on the First Second Closing Date and ending on June 10Date, 2019, and upon the terms and subject to the conditions set forth herein, the Purchasers shall have the right Company agrees to sell, and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchasePurchasers, severally and not jointly, (a) the respective number agree to purchase, an aggregate of Shares $3,000,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth opposite on the names signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a). The Second Closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the date on which the Registration Statement registering all of the Purchasers under the heading “Number of Shares to be Purchased Registrable Securities (as defined in the Second Closing” on Exhibit A attached hereto Registration Rights Agreement) is declared effective by the Commission (the “Second Closing SharesClosing”) and (b) Common Warrants to purchase 0.25 shares of Common Stock for every one Share purchased in ). On the Second Closing (Date, each Purchaser shall deliver to the Escrow Agent, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are as set forth opposite on the names signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the Purchasers under the heading “Number of Common Warrant Shares Underlying Common signature page hereto executed by such Purchaser, and Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”as determined pursuant to Section 2.2(a), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to Company and each Purchaser shall deliver the purchase rights other items set forth in Section 8.132.2 deliverable at the Second Closing. The Common Warrants In connection with the initial Registration Statement filed by the Company, upon receipt by the Company of notification (oral or written, whichever occurs earlier) from the Commission that such Registration Statement shall not be reviewed or shall not be subject to further review, the Company shall have an exercise price per Common Warrant Share equal promptly delivered written notice thereof to each Purchaser, which written notice (1) shall be delivered to the Warrant Exercise PricePurchasers contemporaneously with the Company’s filing with the Commission of a request of a request for acceleration in accordance with Rule 461 promulgated under the Securities Act and (2) shall include the proposed date of effectiveness of the Registration Statement, which shall not be later than 5 Trading Days following the delivery date of such notice to the Purchasers.

Second Closing. On any business day during the period beginning on the First Second Closing Date and ending on June 10Date, 2019, and upon the terms and subject to the conditions set forth herein, the Purchasers shall have the right Company agrees to sell, and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchasePurchasers, severally and not jointly, (a) agree to purchase, an aggregate of $9,606,027.00 of Unregistered ADSs and Warrants, which closing shall occur on the respective number of Shares set forth opposite the names closing date of the Purchasers under the heading “Number of Shares to be Purchased in the Second Closing” on Exhibit A attached hereto Arrangement and Share Exchange (the “Second Closing”). Notwithstanding anything herein to the contrary, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser’s Second Closing Shares”Subscription Amount (together with such Purchaser’s Affiliates and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) and (b) Common Warrants would cause such Purchaser’s beneficial ownership of the Ordinary Shares to exceed the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, such Purchaser may elect to purchase 0.25 shares Pre-Funded Warrants in lieu of Common Stock for every one Share purchased in the Unregistered ADSs as determined pursuant to Section 2.2(a). For purposes of this Section 2.1(b), the “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at the Second Closing, 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the securities on the Second Closing (for the avoidance of doubtDate. In each case, the respective numbers of Common Warrant Shares issuable upon exercise election to receive Pre-Funded Warrants is solely at the option of the Common Warrants Purchaser. At least five (5) Business Days before the anticipated Second Closing Date, the Company shall deliver written notice to be purchased at Purchaser (the “Closing Notice”) specifying (i) the anticipated Second Closing Date and (ii) the escrow wire instructions for delivery of the Purchaser’s Second Closing Subscription Amount to the Escrow Agent. No later than two (2) Business Days prior to the Second Closing are Date as set forth opposite the names of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (Closing Notice, the “Purchaser shall deliver via wire transfer, in United States dollars and in immediately available funds, such amount equal to such Purchaser’s Second Closing Common Warrants”Subscription Amount as set forth on the signature page hereto executed by such Purchaser to the Escrow Agent to the escrow account specified by the Company in the Closing Notice, such funds to be held by the Escrow Agent in escrow. The Company shall deposit the Ordinary Shares with the Depositary and deliver to each Purchaser its respective Unregistered ADSs and Warrants as determined pursuant to Section 2.2(a), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to Company and each Purchaser shall deliver the purchase rights other items set forth in Section 8.132.2 deliverable at the Second Closing. The Common Warrants Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall have an exercise price per Common Warrant Share equal take place by remote communications and by the exchange of signatures by electronic transmission on the Second Closing Date, or at such other time, date and location as the parties shall mutually agree, and the Company and the Placement Agent shall deliver to the Warrant Exercise PriceEscrow Agent the Form of Escrow Release Notice (as defined in the Escrow Agreement), duly executed.

Second Closing. On any business day during the period beginning The Second Closing shall take -------------- place on the First Closing Date earlier to occur of (i) the date that is ten (10) business days after the date that the Company provides written notice to Investor of its desire to effect the Second Closing; or (ii) March 31, 2000 at the offices of Xxxxxxx, Phleger & Xxxxxxxx LLP, 2200 Geng Road, Two Xxxxxxxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 a.m. (Pacific Time), or at such other time and ending on June 10, 2019place as the Company and the Investor mutually agree upon orally or in writing (the "Second Closing", and upon collectively with the First Closing, a "Closing"). Subject to the terms and subject conditions of this Agreement, Investor agrees to purchase at the Second Closing and the Company agrees to sell and issue to the conditions set forth herein, the Purchasers shall have the right and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchase, severally and not jointly, (a) the respective number of Shares set forth opposite the names of the Purchasers under the heading “Number of Shares to be Purchased in Investor at the Second Closing” on Exhibit A attached hereto , for a purchase price of five million dollars ($5,000,000) (the “"Second Closing Shares”) and (b) Common Warrants to purchase 0.25 Purchase Price"), that number of shares of Common Stock (the "Second Closing Shares" and together with the First Closing Shares the "Shares") as is determined by dividing five million dollars ($5,000,000) by the average of the closing bid and ask price per share for every one Share purchased in the Common Stock as quoted on the Nasdaq National Market System, or such national securities exchange or over-the-counter trading system on which the Common Stock is traded at such time, on the four trading days immediately preceding the date of the Second Closing; provided, however, that the Company will not issue any fractional shares of Common Stock. Any such fractional shares will be rounded to the nearest whole share. Notwithstanding the foregoing, at the Second Closing (for the avoidance of doubtwhether such Second Closing occurs pursuant to subpart (i) or (ii) above), the respective numbers Company may, at its option, deliver to the Investor, by check or wire transfer, payment in the amount of Common Warrant Shares issuable upon exercise five million dollars ($5,000,000) (the "Cash Option") in lieu of the Common Warrants to be purchased at delivering the Second Closing are set forth opposite Shares, and such payment shall satisfy in full the names of the Purchasers Company's obligations under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”this Section 1.1(b), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise Price.

Second Closing. On any business day during Subject to the period beginning on the First Closing Date terms and ending on June 10, 2019, conditions of this Agreement and upon the terms approval of upon the Company’s Board of Directors and subject to the conditions set forth hereinholders of a majority in interest of the then outstanding Series D Preferred Stock, the Purchasers shall have the right and the option, but not the obligation (the “Purchase Right”), by delivery to the Company or any affiliate of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchase) agree, severally and not jointly, to purchase, and the Company agrees to sell and issue up to 266,099 shares of Series D Preferred Stock to Emergence Capital Partners, L.P., Emergence Capital Associates, L.P., and Emergence Capital Partners SBIC, L.P. (aor any affiliate thereof) and up to 532,198 shares of Series D Preferred Stock to each stockholder who holds shares of the respective number Company’s Preferred Stock as of Shares the Initial Closing (or any affiliate thereof) on a pro rata basis at the price and on the terms set forth opposite herein at a single subsequent closing (the names “Subsequent Closing”). Upon payment of the Purchasers under purchase price for the heading Series D Preferred Stock being purchased and execution of a signature page counterpart to this Agreement and the Third Amended and Restated Investor Rights Agreement of even date herewith and attached hereto as Exhibit D (the “Number Investor Rights Agreement”), the Third Amended and Restated Voting Agreement of Shares even date herewith and attached hereto as Exhibit E (the “Voting Agreement”), and the Third Amended and Restated Co-Sale Agreement of even date herewith and attached hereto as Exhibit F (the “Co-Sale Agreement” and together with the Investor Rights Agreement and the Voting Agreement the “Investment Agreements”), and without need for an amendment hereto or thereto except to add such Purchaser’s name to Exhibit A to this Agreement and to the appropriate exhibits of the Investment Agreements, any such purchaser shall become a party to this Agreement and the Investment Agreements, and shall be Purchased deemed a “Purchaser” for purposes of this Agreement and the Investment Agreements, in each case as of the date of the Second Closing” on Exhibit A attached hereto (the “Second Closing Shares”) and (b) Common Warrants to purchase 0.25 shares of Common Stock for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are set forth opposite the names of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise Price.

Second Closing. On any business 4.2.1 The closing of the issuance by the Company, and acquisition/purchase by the Purchasers, of the Preferred Shares and Additional Preferred Shares hereunder (the "SECOND Closing") shall take place (a) at the offices of Browxxxxxx Xxxtx & Xarbxx, X.C., 410 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, xx the forty-sixth (46th) day during immediately following the period beginning FCC Approval Date, provided that all of the conditions to the Second Closing, as set forth in Section 9 below, have been fully satisfied as of that date (or one or more such conditions have been waived by the Purchasers and/or the Company, as the case may be) or, if all of such conditions to the Second Closing have not been satisfied (or waived, as the case may be) by such forty-sixth (46th) day, then on the First Closing Date first day thereafter that all of such conditions have been fully satisfied (or waived as the case may be) or (b) at such other place and ending on June 10, 2019, and upon the terms and subject to the conditions set forth herein, the Purchasers shall have the right and the option, but not the obligation (the “Purchase Right”), by delivery time as may be mutually agreeable to the Company of a purchase notice signed by and the Purchasers. At the Second Closing, the Company shall deliver to each Purchaser (other than a Purchaser that has timely delivered a Notice Not to Close to the “Purchase Notice”), to require Company) stock certificates evidencing the Company to issue Preferred Shares and sell to Additional Preferred Shares it is acquiring hereunder (in each case in the number set forth opposite each Purchaser, in which case each Purchaser shall purchase, severally and not jointly, 's name on SCHEDULE II hereto) upon receipt (a) from each Purchaser (other than a Purchaser that has timely delivered a Notice Not to Close to the respective number Company) of its Note (for which the Preferred Shares are being issued pursuant to the Note Conversion procedures set forth opposite the names of the Purchasers under the heading “Number of Shares to be Purchased in the Second Closing” on Exhibit A attached hereto (the “Second Closing Shares”Section 5.4 below) marked "Paid In Full" and (b) Common Warrants payment from each Purchaser (other than a Purchaser that has timely delivered a Notice Not to purchase 0.25 shares of Common Stock for every one Share purchased in Close to the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise Company) of the Common Warrants to be purchased at the Second Closing are aggregate purchase price for its Additional Preferred Shares (as set forth opposite on SCHEDULE II hereto) by a cashier's or certified check or by wire transfer of immediately available funds to the names Company's account at Norwest Bank of Colorado, ABA #102000000, Xxcount #1078000000, Xxntact: Paul Xxxxxxxx. Xxch stock certificate evidencing the Preferred Shares and Additional Preferred Shares issued to each Purchaser (other than a Purchaser that has timely delivered a Notice Not to Close to the Company), upon issuance to thereof, shall be duly executed by an authorized officer or officers, as the case may be, of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal Company. Notwithstanding anything herein to the Per Unit Purchase Pricecontrary, subject to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise Price.any Purchaser that timely delivers a Notice Not

Second Closing. On any business day during the period beginning on the First Second Closing Date and ending on June 10Date, 2019, and upon the terms and subject to the conditions set forth herein, the Purchasers shall have the right Company agrees to sell, and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchasePurchasers, severally and not jointly, (a) the respective number agree to purchase, up to an aggregate of $_____ of Shares set forth opposite and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the names date on which the Registration Statement registering all of the Purchasers under the heading “Number of Shares to be Purchased Registrable Securities (as defined in the Second Closing” on Exhibit A attached hereto Registration Rights Agreement) is filed with the Commission (the “Second Closing SharesClosing”); provided, however, that, to the extent 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) and (b) Common Warrants would beneficially own in excess of the Beneficial Ownership Limitation, in lieu of purchasing such Shares in excess of the Beneficial Ownership Limitation at the Second Closing, such Purchaser may elect to purchase 0.25 such Shares on the Third Closing Date. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock for every one Share purchased in outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount with respect to the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are as set forth opposite on the names of signature page hereto executed by such Purchaser, and the Purchasers under the heading “Number of Common Warrant Company shall deliver to each Purchaser its respective Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”and a Warrant, as determined pursuant to Section 2.2(a), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to Company and each Purchaser shall deliver the purchase rights other items set forth in Section 8.132.2 deliverable at the Second Closing. The Common Warrants Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall have an exercise price per Common Warrant Share equal to occur at the Warrant Exercise Priceoffices of EGS or such other location as the parties shall mutually agree.

Second Closing. On any business day during the period beginning on Second Closing Date, substantially concurrent with the First Closing Date execution and ending on June 10delivery of this Agreement by the parties hereto, 2019the Company agrees to sell, and upon the terms and subject to the conditions set forth herein, the Purchasers shall have the right and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchasePurchasers, severally and not jointly, agree to purchase, up to an aggregate of up to $[___ million of Class A Units or Class B Units as calculated pursuant to Section 2.2(a). The Second Closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the date on which, Shareholder Approval is deemed obtained and effective. Notwithstanding anything herein to the contrary, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser’s Subscription Amount (atogether with such Purchaser’s Affiliates and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would cause such Purchaser’s beneficial ownership of the respective number Ordinary Shares to exceed 4.99% (or, at the election of the Purchaser, 9.99%) of the outstanding Ordinary Shares, such Purchaser may elect to purchase Class B Units in lieu of Class A Units as determined pursuant to Section 2.2(a); provided, however, that, in the event that a Purchaser’s Subscription Amount (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 cause such Purchaser’s beneficial ownership of the Ordinary Shares to exceed 19.99% of the outstanding Ordinary Shares, in lieu of Ordinary Shares in excess of such amount, such Purchaser shall be issued Class B Units as determined pursuant to Section 2.2(a). Each Purchaser’s Subscription Amount as set forth opposite on the names of signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Purchasers under the heading “Number of Company. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to be Purchased in the Second Closing” on Exhibit A attached hereto (the “Second Closing Shares”) and (b) Common Warrants to purchase 0.25 shares of Common Stock for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are set forth opposite the names of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”Section 2.2(a), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to Company and each Purchaser shall deliver the purchase rights other items set forth in Section 8.132.2 deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via DVP (i.e., on the Second Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly deliver electronically such Shares and the Warrants in physical form to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). The Common Warrants shall have an exercise price per Common Warrant Share equal Company covenants that, if the Purchaser delivers a Notice of Exercise (as defined in the Series B Warrants) at least one (1) Trading Day prior to the Warrant Exercise PriceSecond Closing Date to exercise any Series B Warrants between the date hereof and the Second Closing Date, the Company shall deliver Ordinary Shares with respect to the Series B Warrants to the Purchaser on the Second Closing Date in connection with such Notice of Exercise.

Second Closing. On any business day during (A) Subject to the period terms and conditions set forth in Section 4.2 and elsewhere in this Agreement, beginning on the First Closing Date date on which the initial Registration Statement (as defined in the Registration Rights Agreement) is filed with the Securities and ending on June 10, 2019, and upon Exchange Commission (the terms and subject "Commission") with respect to the conditions set forth hereinUnits, the Purchasers Company shall have the right and the option, but not the obligation (the “Purchase Right”), by delivery to deliver a written notice to the Company of Purchasers (a purchase notice signed by each Purchaser ("Second Closing Notice") requiring the “Purchase Notice”), Purchasers to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchase, severally and not jointly, up to an additional 300 Units (athe "Second Tranche Units") for up to an aggregate purchase price of $600,000 (the respective "Second Tranche Purchase Price"). The Second Closing Notice shall set forth the number of Shares set forth opposite Second Tranche Units that the names Company intends to sell the Purchasers. At the Second Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of the Purchasers under Second Tranche Units sold by the heading “Number Company as equals such Purchaser's pro rata portion of Shares to be Purchased the purchase price for the Initial Units issued and sold at the Initial Closing. The closing of the purchase and sale of the Second Tranche Units (the "Second Closing") shall take place in the Second Closing” same manner as the Initial Closing on Exhibit A attached hereto (the “Second Closing Shares”) and (b) Common Warrants to purchase 0.25 shares of Common Stock for every one Share purchased such date indicated in the Second Closing Notice (for which may not be prior to the avoidance 10th day after receipt by the Purchasers of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are set forth opposite Notice or as otherwise agreed to by the names parties); provided, however, that in no case shall the Second Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal is hereinafter referred to as the Per Unit Purchase Price, subject to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise Price"Second Closing Date."

Second Closing. On any business day during the period beginning on the First Closing Date and ending on June 10, 2019, and upon Subject to the terms and conditions of this Agreement, after the Closing and at any time on or prior to the date of the filing by the Company of the initial registration statement required to be filed by it under the Registration Rights Agreement, at a second closing (the “Second Closing”), the Company may issue and sell to one or more individuals and entities approved by the Company’s Board of Directors (each an “Additional Buyer” and collectively, the “Additional Buyers”) an aggregate principal amount of Notes equal to $500,000 at the Purchase Price of $0.9300 for each $1.00 of principal amount of Notes and Warrants to acquire up to Fifty Three Million, Eight Hundred and Seventy Nine Thousand, Three Hundred and Ten (53,879,310) shares of Common Stock. All sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement. At the Second Closing the representations and warranties of the Company set forth in Section 3 hereof shall speak as of the Closing Date (and the Company shall have no obligation to update the representations and warranties and the Disclosure Schedules to the date of the Second Closing), and the representations and warranties of the Additional Buyers shall speak as of the date of the Second Closing. At the Second Closing, (i) each Additional Buyer and the Company shall execute a counterpart signature page hereto and to the Registration Rights Agreement, (ii) the Company shall cause the Schedule of Buyers hereto to be updated to reflect the purchases made by the Additional Buyers, (iii) each Additional Buyer shall become a “Buyer” hereunder and the Notes and Warrants purchased by such Additional Buyer shall be deemed “Notes” and “Warrants,” respectively, for purposes of this Agreement and the other Transaction Documents, and (iv) subject to the terms and conditions set forth hereinhereof, the Purchasers shall have Company will deliver to each of the right Additional Buyers purchasing Notes and Warrants at the optionSecond Closing the applicable Notes and Warrants registered in the name of such Additional Buyer, but not the obligation (the “Purchase Right”), by delivery against payment to the Company of a purchase notice signed the Purchase Price therefor in cash by each Purchaser (the “Purchase Notice”)wire transfer, to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchase, severally and not jointly, (a) the respective number of Shares set forth opposite the names of the Purchasers under the heading “Number of Shares to be Purchased in the Second Closing” on Exhibit A attached hereto (the “Second Closing Shares”) and (b) Common Warrants to purchase 0.25 shares of Common Stock for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are set forth opposite the names of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal check or other method acceptable to the Per Unit Purchase Price, subject to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise PriceCompany.

Second Closing. On any The completion of the purchase and sale of the Additional Shares and Additional Warrants (the “Second Closing”) shall occur at the offices of Pillsbury Winthrop LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, at 8:00 A.M., San Francisco time, on the third business day during following the period beginning date on which the First Closing Date and ending on June 10, 2019, and upon the terms and subject last to be fulfilled or waived of the conditions set forth hereinin Section 5 and Section 6 pertaining to the Second Closing (other than those conditions that by their nature can only be fulfilled at the Second Closing) shall have been fulfilled or waived (by each of the parties hereto), or such other place and time to be specified by the Company, and of which the Investors will be notified not less than two (2) business days in advance by the Company. Subject to satisfaction or waiver of the conditions set forth in Section 5 and 6 hereof, at the Second Closing, the Purchasers shall have Investors identified on the right and the option, but not the obligation (the “Purchase Right”), by delivery to the Company Schedule of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchase, severally and not jointly, (a) the respective number of Shares set forth opposite the names of the Purchasers under the heading “Number of Shares to be Purchased Investors as participants in the Second Closing” on Exhibit A attached hereto Closing (the “Second Closing SharesInvestors”) shall purchase the number of Additional Shares and (b) Common Additional Warrants set forth opposite such Investors’ names on the Schedule of Investors. Funds shall be released to purchase 0.25 shares the Company from the Escrow on behalf of Common Stock for every one Share purchased in the Second Closing (Investors as payment for the avoidance Additional Shares and Additional Warrants. Upon receipt of doubtpayment therefor, the respective numbers Company shall deliver to each Investor one or more stock certificates representing the number of Common Additional Shares, and an Additional Warrant Shares issuable upon exercise representing the number of Warrant Shares, set forth opposite such Investor’s name on the Schedule of Investors, each such certificate and Additional Warrant to be registered in the name of the Common Warrants to be purchased at Investor or, if so indicated on the Stock Certificate and Warrant Questionnaire, in the name of a nominee designated by such Investor. The Initial Closing and the Second Closing are set forth opposite the names of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (collectively referred to as the “Second Closing Common WarrantsClosing.”), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise Price.

Second Closing. On any business day during the period beginning on the First Second Closing Date and ending on June 10Date, 2019, and upon the terms and subject to the conditions set forth herein, the Purchasers shall have the right Company agrees to sell, and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchasePurchasers, severally and not jointly, (a) the respective number agree to purchase, an aggregate of Shares $3,500,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth opposite on the names signature page hereto executed by such Purchaser, as determined pursuant to Section 2.2(a). The Second Closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the date on which the Registration Statement registering all of the Purchasers under the heading “Number of Shares to be Purchased Registrable Securities (as defined in the Second Closing” on Exhibit A attached hereto Registration Rights Agreement) is declared effective by the Commission (the “Second Closing SharesClosing”) and (b) Common Warrants to purchase 0.25 shares of Common Stock for every one Share purchased in ). On the Second Closing (Date, each Purchaser shall deliver to the Escrow Agent, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are as set forth opposite on the names signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”signature page hereto executed by such Purchaser as determined pursuant to Section 2.2(a), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to Company and each Purchaser shall deliver the purchase rights other items set forth in Section 8.132.2 deliverable at the Second Closing. The Common Warrants In connection with the initial Registration Statement filed by the Company, upon receipt by the Company of notification (oral or written, whichever occurs earlier) from the Commission that such Registration Statement shall not be reviewed or shall not be subject to further review, the Company shall have an exercise price per Common Warrant Share equal promptly delivered written notice thereof to each Purchaser, which written notice (1) shall be delivered to the Warrant Exercise PricePurchasers contemporaneously with the Company’s filing with the Commission of a request of a request for acceleration in accordance with Rule 461 promulgated under the Securities Act and (2) shall include the proposed date of effectiveness of the Registration Statement, which shall not be later than 5 Trading Days following the delivery date of such notice to the Purchasers.

Second Closing. On any business day during (a) Following the period beginning Company’s distribution of the Second Closing Notice (as defined below), at the Second Closing (which, for the avoidance of doubt, shall occur on the First Second Closing Date and ending on June 10Date), 2019, and upon the terms and subject to the conditions set forth herein, the Purchasers shall have the right and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company hereby agrees to issue and sell to each Purchaser, in which case and each Purchaser shall purchaseagrees to purchase from the Company, severally and not jointly, (a) the respective all or a portion of a number of Shares set forth opposite the names shares of the Purchasers under the heading “Number of Shares to be Purchased in the Second Closing” on Exhibit A attached hereto Common Stock or Pre-Funded Warrants (such securities, collectively, the “Second Closing Shares”) in an aggregate purchase amount set forth opposite such Purchaser’s name on Exhibit B hereto, at a purchase price per share equal to the Second Closing Purchase Price. The Company shall provide each Purchaser written notice of the amount of such Purchaser’s Second Closing Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price. The sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing Date, and (bii) Common Warrants to purchase 0.25 shares the representations and warranties of Common Stock for every one Share purchased the Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date. (b) At the Second Closing, each Purchaser shall deliver to the Company via wire transfer immediately available funds equal to its aggregate purchase price for the avoidance of doubt, Second Closing Shares and the Company shall deliver to each Purchaser certificate(s) or book-entry shares representing its respective numbers of Common Warrant Shares issuable upon exercise Second Closing Shares. (c) Following the distribution of the Common Warrants Second Closing Notice and in the event that a Material Adverse Effect has not occurred, in the event that a Purchaser fails to purchase at the Second Closing at least 50% of the total number of Second Closing Shares required to be purchased by such Purchaser pursuant to this Section 2.3 (any such Purchaser being referred to herein as a “Non-Participating Purchaser”), then the initial Warrant held by such Purchaser, to the extent not exercised prior to the Second Closing, shall automatically terminate and be of no further force or effect. The aforementioned forfeiture of the Warrant shall be the sole recourse of the Company for any failure of a Purchaser to purchase all of the Second Closing Shares required to be purchased at the Second Closing are set forth opposite Closing. (d) If the names Company elects to offer additional shares of Common Stock to the Purchasers under in an amount greater than the heading “Number aggregate Second Closing Shares, the Purchasers shall have the option, but not the obligation, to purchase, on a pro rata basis, such additional shares of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) Stock (the “Second Optional Closing Common WarrantsShares”), ) at a price per Share and accompanying Common Warrant share equal to the Per Unit Second Closing Purchase Price, subject to . Each Purchaser’s “pro rata share” of the purchase rights set forth in Section 8.13. The Optional Closing Common Warrants Shares shall have an exercise price per Common Warrant Share be equal to the Warrant Exercise Price.product of, rounded down to the nearest whole share, the aggregate number of Optional Closing Common Shares multiplied by the quotient of (i) (A) the total number of shares of Common Stock or shares issuable upon the exercise of the Pre-Funded Warrants previously purchased by such Purchaser at the Initial Closing and Second Closing, divided by (B) the total number of shares of Common Stock and shares issuable upon the exercise of the Pre- 5. 74109921_16

Second Closing. On any business day during Upon the period beginning on effectiveness of the First Closing Date registration statement registering the shares of Common Stock issuable upon conversion of the Convertible Debentures and ending on June 10, 2019, and those issuable upon exercise of the Warrants (the “Registration Statement”) subject to the terms and subject to the conditions set forth herein, the Purchasers shall have the right Company agrees to sell, and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchaseInvestors, severally and not jointly, (a) the respective number of Shares set forth opposite the names of the Purchasers under the heading “Number of Shares agree to be Purchased purchase, in the Second Closing” on Exhibit A attached hereto (the “Second Closing Shares”) and (b) Common Warrants to purchase 0.25 aggregate, US$200,000 of Convertible Debentures, convertible into shares of Common Stock for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants Company. Each Investor shall deliver to be purchased at the Second Closing are set forth opposite the names Escrow Agent immediately available funds in their proportionate amount of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal to the Per Unit aggregate Purchase Price, subject as set forth on the signature pages hereto, and the Company shall deliver certificates evidencing a Stated Value equal to said Purchase Price to the purchase rights Escrow Agent, in each case to be held by the Escrow Agent pursuant to the Escrow Agreement. Upon satisfaction of the conditions set forth in Section 8.131.1(c), the second Closing shall occur at the offices of the Escrow Agent, at which time the Escrow Agent (x) shall release the Convertible Debentures to the Investors, and (y) shall release such Purchase Price (after all fees have been paid as set forth in the Escrow Agreement), pursuant to the terms of the Escrow Agreement. Each Closing is subject to the satisfaction or waiver by the party to be benefited thereby of the following conditions: At the first Closing, acceptance and execution by the Company and by the Investors, of this Agreement, the Registration Rights Agreement, attached as Exhibit C hereto and the Escrow Agreement; delivery into escrow by each Investor of immediately available funds in the amount of the Purchase Price as indicated and set forth on the signature page hereto; all representations and warranties of the Investors contained herein shall remain true and correct as of each Closing Date; all representations and warranties of the Company contained herein shall remain true and correct as of each Closing Date; the Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Convertible Debentures and Warrants, or shall have the availability of exemptions therefrom; the sale and issuance of the Convertible Debentures and the Warrants hereunder, and the proposed issuance by the Company to the Investors of the Common Stock underlying the Convertible Debentures and the Warrants upon the conversion or exercise thereof shall be legally permitted by all laws and regulations to which the Investors and the Company are subject and there shall be no ruling, judgment or writ of any court prohibiting the transactions contemplated by this Agreement; delivery of the applicable original fully executed certificates of the Convertible Debentures and the Warrants to the Escrow Agent; delivery of the opinion of Xxxxxx Xxxxxx, LLP, counsel to the Company, in the form of Exhibit D hereto; at the First Closing, delivery to the Escrow Agent of the Irrevocable Instructions to Transfer Agent in the form attached hereto as Exhibit E hereto; there shall have been no Material Adverse Effect with respect to the Company since the date hereof; at the Second Closing, the Registration Statement registering the Common Stock underlying the securities (400% of the shares underlying the Convertible Debentures and 100% of the shares underlying the Warrants) will be registered for resale as soon as possible after the Closing Date and shall have been declared effective under the Securities Act by the SEC and shall have remained effective at all times, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time prior to such Closing Date; at the First Closing, up to $1,000,000 worth of shares of Common Stock (the “Pledged Shares”) shall be placed in escrow with the Investor’s representative pursuant to the Stock Pledge Agreement attached as Exhibit F, hereto. The Common Warrants obligations of the Company set forth below under “Registration Rights” will be secured by a pledge of such shares, which Pledged Shares shall have an been held for at least two years by one or more existing shareholders of the Company. Such pledgors shall waive all rights of subrogation against the Company in respect of the pledge and such shares shall be Rule 144(k) eligible. If a registration statement covering the shares issuable upon conversion of the Convertible Debentures and exercise price per Common Warrant Share equal of the warrants has not been declared effective within 120 days following the Closing Date, the Investor shall have the right, but not the obligation, to acquire the pledged shares in partial satisfaction of the Company’s obligations under the Convertible Debentures; at Closing, the Company shall be listed on the OTC Bulletin Board, NASDAQ, New York Stock Exchange or American Stock Exchange; and, Prior to the Warrant Exercise Price.First Closing, the Company shall hire an I.R. firm, acceptable to the Investors, to increase public awareness. Optional Conversion. Investors shall have the following conversion rights:

Second Closing. On any business day during the period beginning on the First Closing Date and ending on June 10, 2019, and upon Upon the terms and subject to the conditions set forth hereinof this Agreement, at the Purchasers shall have the right Second Closing, each of CMBP II, CMBCV and the option55th Street (collectively, but not the obligation (the “Purchase Right”), by delivery thx "Xxxxxxxent Purchasers") hereby agrees to purchase from the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchase, severally and not jointly, (a) the respective number of Shares and warrants to purchase Shares in the form of Exhibit B hereto (the "Subsequent Warrants" and, collectively with the Initial Warrants, the "Warrants") set forth opposite its name on Schedule 2.2(b)(ii), and the names Company hereby agrees to issue, sell and deliver to the Subsequent Purchasers against payment of the Purchasers under the heading “Number purchase price in immediately available funds an aggregate number of Shares determined in accordance with the next succeeding sentence (the "Subsequent New Shares " and, collectively with the Initial New Shares, the "New Shares") and Warrants to be Purchased purchase an aggregate number of Shares determined in accordance with the second succeeding sentence, in each case, free and clear of all Encumbrances, for an aggregate purchase price of not less than $50.0 million and not greater than $75.0 million (the "Subsequent New Shares Purchase Price" and, collectively with the Initial New Shares Purchase Price, the "New Shares Purchase Price"), as determined in accordance with Section 5.3(iv) of the Stockholders Agreement. At the Second Closing” on Exhibit A attached hereto (, the “Company will issue, sell and deliver to the Subsequent Purchasers and the Subsequent Purchasers will purchase from the Company an aggregate number of Subsequent New Shares equal to the quotient of the Subsequent New Shares Purchase Price divided by $16.00. At the Second Closing Shares”) Closing, the Company will issue, sell and (b) Common deliver to the Subsequent Purchasers and the Subsequent Purchasers will purchase from the Company Subsequent Warrants to purchase 0.25 shares an aggregate number of Common Stock for every one Share purchased Shares (without giving effect to any adjustment as provided in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are set forth opposite the names of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached heretoSubsequent Warrants) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal to the Per Unit product of the Subsequent New Shares Purchase Price, subject to the purchase rights set forth in Section 8.13Price multiplied by 0.0045. The Common purchase by the Subsequent Purchasers of the Subsequent New Shares and the Subsequent Warrants shall have an exercise price per Common Warrant Share equal is hereinafter collectively referred to as the Warrant Exercise Price"Subsequent Purchase".

Second Closing. On any business day during the period beginning on the First Closing Date and ending on June 10, 2019, and upon Subject to the terms and subject to conditions hereof, in the conditions set forth hereinevent that the Purchase Price paid for the Units does not exceed the Maximum Offering Amount, the Purchasers shall have the right and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company agrees to issue and sell to each Purchaserthe Purchasers who execute this agreement and are listed on Exhibit B hereto and, in which case each Purchaser shall purchaseconsideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally and but not jointly, agree to purchase from the Company on such Second Closing Date (a) the respective as defined below), up to such number of Units for an aggregate purchase price that is the difference between the gross proceeds from the First Closing and the Maximum Offering Amount (the “Second Closing”). The First Closing and the Second Closing are each referred to in this Agreement as a “Closing.” Notwithstanding the foregoing, the aggregate number of Units sold in both the First Closing and the Second Closing shall not exceed 7,887,500. Subject to the terms and conditions set forth in this Agreement, the date and time of the Second Closing (the “Second Closing Date,” and together with the First Closing Date, each a “Closing Date” and collectively, the “Closing Dates”) shall be 1:00 p.m., New York City Time, on the date mutually agreed to by the Company and the Purchasers executing a signature page hereto; provided, however, that such date is not expected to be later than June 30, 2008 and that all of the conditions set forth in Article IV hereof and applicable to the Second Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at the Second Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the names name of the Purchasers under the heading “Number of Shares such Purchaser to be Purchased in the Second Closing” listed on Exhibit A attached hereto B hereto, (the “Second Closing Shares”y) and (b) Common its Warrants to purchase 0.25 such number of shares of Common Stock for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are as is set forth opposite the names name of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in such Purchaser on Exhibit B to be attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal each Purchaser shall deliver its Purchase Price by wire transfer to the Per Unit Purchase Price, subject escrow account pursuant to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise PriceEscrow General Agreement (as hereafter defined).