Common use of Second Closing Clause in Contracts

Second Closing. (a) Subject to the terms of this Agreement, the closing of the purchase and sale of the Second Closing Securities (the “Second Closing”) shall take place remotely via the exchange of documents and signatures at such place, orally or in writing, (i) in the event the Company shall consummate the transactions contemplated by the Merger Agreement (including without limitation the closing of the Mergers), upon the earlier of (x) the date of the closing of the first public offering (the “Follow-On Offering”) of Pubco following the closing of the Mergers, and (y) the one hundred and thirty-fifth (135th) day following the Merger Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date of such termination. (b) At the Second Closing, the Company or Pubco, as applicable, will sell and issue to each of the Purchasers, and each of the Purchasers will purchase: (i) in the event the Second Closing occurs pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant to the same terms and at the same price of the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used in connection with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) At the Second Closing, in the event it occurs pursuant to Section 1.4(a)(ii) above, the Company shall deliver to each Purchaser a Note representing the principal face amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment of the purchase price therefor by (x) check payable to the Company, (y) wire transfer to the bank account designated by the Company, or (z) any combination of such methods.

Second Closing. The obligation of the Company to issue, sell and deliver the Series B Preferred Shares at the Second Closing is subject to the fulfillment to the reasonable satisfaction of the Company at or prior to the Second Closing of the following conditions: (a) Subject The Second Closing Investors shall have delivered the Second Purchase Price in accordance with Section 2.4(b); (b) Each Second Closing Investor shall have delivered its executed counterpart signature page to the terms of this Agreement; (c) The Amended and Restated Shareholders Agreement, duly executed by the closing New Series B Investors and the holders of at least a majority of the purchase outstanding shares of Common Stock on a fully-diluted basis, including a majority of the Series A Preferred Stock voting as a separate class and sale on a fully-diluted and as converted basis; (d) The First Amendment to Registration Rights Agreement, duly executed by a majority of the holders of Registrable Securities (as defined the Original Registration Rights Agreement); (e) Each of the representations and warranties of the Investors contained in Article VIII shall be true, correct and complete in all material respects on and as of the Second Closing Securities Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified. (f) Section 7.4(a) of the “Second Closing”Series A Preferred Stock Purchase Agreement shall be amended to read in its entirety as follows: (a) shall take place remotely via the exchange of documents and signatures at such place, orally or in writing, (i) in As of the event First Closing, the authorized capital stock of the Company shall consummate the transactions contemplated by the Merger Agreement consisted solely of (including without limitation the closing 1) ten million (10,000,000) shares of the Mergers)Common Stock, upon the earlier of which 1,696,284 shares were issued and outstanding; and (2) three million (3,000,000) shares of preferred stock, $.0001 par value per share, of which 2,250,000 shares had been designated as Series A Preferred Stock and 962,101 shares were issued and outstanding. The Company had reserved for issuance (x) the date sufficient shares of the closing Common Stock for issuance upon conversion or redemption of the first public offering (the “Follow-On Offering”) of Pubco following the closing of the Mergers, all outstanding or authorized Series A Preferred Shares and (y) 2,100,000 shares of Common Stock upon exercise of options pursuant to its 2004 Stock Option Incentive Plan. Immediately after the one hundred and thirty-fifth (135th) day following First Closing, the Merger Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on capitalization of the first business day following such one hundred and thirty-fifth (135th) day); or (ii) Company was as set forth in the event Capitalization Schedule attached to Schedule 7.4, which Capitalization Schedule and Schedule 7.4 (A) reflected the capitalization of the termination Company both on an actual shares outstanding basis and on a fully diluted basis assuming conversion of all convertible securities and the exercise of all outstanding options and warrants and all options reserved for future grant under any stock option plans and (B) set forth (I) each outstanding option, warrant or other right to purchase shares of capital stock of the Merger AgreementCompany or any of its Subsidiaries and (II) for each such option, on warrant or right, the tenth (10th) business day following holder thereof, the date of such termination. (b) At the Second Closinggrant, the Company or Pubco, as applicable, will sell exercise price and issue to each of the Purchasers, and each of the Purchasers will purchase: (i) in the event the Second Closing occurs pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant to the same terms and at the same price of the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used in connection with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 heretosubject thereto. (c) At the Second Closing, in the event it occurs pursuant to Section 1.4(a)(ii) above, the Company shall deliver to each Purchaser a Note representing the principal face amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment of the purchase price therefor by (x) check payable to the Company, (y) wire transfer to the bank account designated by the Company, or (z) any combination of such methods.

Second Closing. (a1) Subject to the terms satisfaction (or, where permissible, waiver) of this Agreementthe conditions to closing set forth in Section 1.2(d), the second closing (the "Second Closing") shall take place at a time and date as shall be agreed upon by the parties hereto, but in no event later than the tenth business day after the date of satisfaction or waiver of the purchase and sale last of the conditions specified in Section 1.2(d), by delivery by facsimile of any documents required to be delivered pursuant to this Agreement to consummate the First Closing, to the offices of M▇▇▇▇▇▇ Spidi & F▇▇▇▇, PC located at 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or such other date or location as agreed by the parties in writing. The date of the Second Closing Securities is referred to as the "Second Closing Date." (2) Subject to the “Second Closing”) shall take place remotely via the exchange of documents and signatures at such place, orally or in writing, (i) in the event the Company shall consummate the transactions contemplated by the Merger Agreement (including without limitation the closing satisfaction of the Mergersconditions described in Section 1.2(d), upon the earlier of (x) the date of the closing of the first public offering (the “Follow-On Offering”) of Pubco following the closing of the Mergers, and (y) the one hundred and thirty-fifth (135th) day following the Merger Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date of such termination. (b) At at the Second Closing, the Company or Pubco, as applicable, will sell and issue to each of the Purchasers, and each of the Purchasers will purchase: (i) in the event the Second Closing occurs pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant deliver to the same terms Investors one or more certificates bearing the appropriate legends herein provided for and at free and clear of all Liens representing 16,942 shares of Series B Preferred Stock against payment by each Investor of its pro rata share of $16,942,000 (the same price of the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used in connection "Second Purchase Price" and together with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) At the Second Closing, in the event it occurs pursuant to Section 1.4(a)(ii) aboveInitial Purchase Price, the Company shall deliver to each Purchaser a Note representing the principal face amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment of the purchase price therefor "Purchase Price") by (x) check payable to the Company, (y) wire transfer of immediately available United States funds to the a bank account designated by the Company; provided that if the Common Shares issued at the First Closing and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the "Conversion Shares") would cause the Investors or their Affiliates to be deemed for purposes of the BHC Act to own 10% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company, then the number of Series B Preferred Shares to be purchased at the Second Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (and the Second Purchase Price and the Purchase Price shall be reduced accordingly) such that the Investors will not be deemed for purposes of the BHC Act to own 10% or (z) more of the outstanding shares of any combination class of such methodsvoting securities of the Company or to otherwise control the Company. Any determinations under the proviso of the immediately preceding sentence shall take into account the appropriate regulatory treatment of convertible securities.

Second Closing. (a1) Subject to the terms satisfaction (or, where permissible, waiver) of this Agreementthe conditions to closing set forth in Section 1.2(d), the second closing (the "Second Closing") shall take place at a time and date as shall be agreed upon by the parties hereto, but in no event later than the tenth business day after the date of satisfaction or waiver of the purchase and sale last of the conditions specified in Section 1.2(d), at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP located at 4 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other date or location as agreed by the parties in writing. The date of the Second Closing Securities is referred to as the "Second Closing Date." (2) Subject to the “Second Closing”) shall take place remotely via the exchange of documents and signatures at such place, orally or in writing, (i) in the event the Company shall consummate the transactions contemplated by the Merger Agreement (including without limitation the closing satisfaction of the Mergersconditions described in Section 1.2(d), upon the earlier of (x) the date of the closing of the first public offering (the “Follow-On Offering”) of Pubco following the closing of the Mergers, and (y) the one hundred and thirty-fifth (135th) day following the Merger Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date of such termination. (b) At at the Second Closing, the Company or Pubco, as applicable, will sell and issue to each of the Purchasers, and each of the Purchasers will purchase: (i) in the event the Second Closing occurs pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant deliver to the same terms Investor one or more certificates bearing the appropriate legends herein provided for and at free and clear of all Liens representing 42,626 shares of Series B Preferred Stock against payment by the same price Investor of $42,626,000 (the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used in connection "Second Purchase Price" and together with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) At the Second Closing, in the event it occurs pursuant to Section 1.4(a)(ii) aboveInitial Purchase Price, the Company shall deliver to each Purchaser a Note representing the principal face amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment of the purchase price therefor "Purchase Price") by (x) check payable to the Company, (y) wire transfer of immediately available United States funds to the a bank account designated by the Company; provided that if the Common Shares issued at the First Closing and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the "Conversion Shares") would cause the Investor or its Affiliates to be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company, then the number of Series B Preferred Shares to be purchased at the Second Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (and the Second Purchase Price and the Purchase Price shall be reduced accordingly) such that the Investor will not be deemed for purposes of the BHC Act to own 25% or (z) more of the outstanding shares of any combination class of such methodsvoting securities of the Company or to otherwise control the Company. Any determinations under the proviso of the immediately preceding sentence shall take into account the appropriate regulatory treatment of convertible securities.

Second Closing. (a1) Subject to the terms satisfaction (or, where permissible, waiver) of this Agreementthe conditions to closing set forth in Section 1.2(d), the second closing of the purchase and sale of the Second Closing Securities (the “Second Closing”) shall take place remotely via the exchange of documents at a time and signatures at such place, orally or in writing, (i) in the event the Company date as shall consummate the transactions contemplated be agreed upon by the Merger Agreement (including without limitation parties hereto, but in no event later than the closing of the Mergers), upon the earlier of (x) third business day after the date of the closing satisfaction or waiver of the first public offering (last of the conditions specified in Section 1.2(d), at the offices of ▇▇▇▇▇▇▇ Spidi & ▇▇▇▇▇, PC, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or such other date or location as agreed by the parties in writing. The date of the Second Closing is referred to as the “Follow-On OfferingSecond Closing Date.” (2) of Pubco following Subject to the closing satisfaction of the Mergersconditions described in Section 1.2(d), and (y) the one hundred and thirty-fifth (135th) day following the Merger Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date of such termination. (b) At at the Second Closing, the Company or Pubco, as applicable, will sell and issue deliver to each of the Purchasers, and each of the Purchasers will purchase: Investor (i) in one or more certificates bearing the event appropriate legends herein provided for and free and clear of all Liens representing _________ shares of Series B Preferred Stock against payment by the Investor of $_________ (the “Second Closing occurs pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement Purchase Price” and pursuant to the same terms and at the same price of the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used in connection together with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) At the Second Closing, in the event it occurs pursuant to Section 1.4(a)(ii) aboveInitial Purchase Price, the Company shall deliver to each Purchaser a Note representing the principal face amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment of the purchase price therefor Purchase Price”) by (x) check payable to the Company, (y) wire transfer of immediately available United States funds to the a bank account designated by the Company; provided, that if the Second Common Shares, together with the Common Shares issued at the First Closing and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the “Conversion Shares”) would cause the Investor or its Affiliates to be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company, then the number of Series B Preferred Shares to be purchased at the Second Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (zand the Second Purchase Price and the Purchase Price shall be reduced accordingly) such that the Investor will not be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any combination class of such methodsvoting securities of the Company or to otherwise control the Company. Any determinations under the proviso of the preceding sentence shall take into account the appropriate regulatory treatment of convertible securities.

Second Closing. (a1) Subject to the terms satisfaction (or, where permissible, waiver) of this Agreementthe conditions to closing set forth in Section 1.2(d), the second closing of the purchase and sale of the Second Closing Securities (the “Second Closing”) shall take place remotely via the exchange of documents at a time and signatures at such place, orally or in writing, (i) in the event the Company date as shall consummate the transactions contemplated be agreed upon by the Merger Agreement (including without limitation parties hereto, but in no event later than the closing of the Mergers), upon the earlier of (x) tenth business day after the date of the closing satisfaction or waiver of the first public offering (last of the conditions specified in Section 1.2(d), at the offices of Malizia Spidi & Fi▇▇▇, ▇▇ located ▇▇ ▇▇27 25th Street, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇te or location as agreed by the parties in writing. The date of the Second Closing is referred to as the “Follow-On OfferingSecond Closing Date.” (2) of Pubco following Subject to the closing satisfaction of the Mergersconditions described in Section 1.2(d), and (y) the one hundred and thirty-fifth (135th) day following the Merger Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date of such termination. (b) At at the Second Closing, the Company or Pubco, as applicable, will sell and issue to each of the Purchasers, and each of the Purchasers will purchase: (i) in the event the Second Closing occurs pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant deliver to the same terms Investors certificates bearing the appropriate legends herein provided for and at free and clear of all Liens representing an aggregate 22,458 shares of Series B Preferred Stock to be allocated among the same price of Investors as they shall determine in their sole discretion and as provided to the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used Company in connection with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day writing prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) At the Second Closing, in against payment by the event it occurs pursuant to Section 1.4(a)(ii) aboveInvestors of $22,458,000 (the “Second Purchase Price” and together with the Initial Purchase Price, the Company shall deliver to each Purchaser a Note representing the principal face amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment of the purchase price therefor Purchase Price”) by (x) check payable to the Company, (y) wire transfer of immediately available United States funds to the a bank account designated by the Company; provided that if the Common Shares issued at the First Closing and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the “Conversion Shares”) would cause an Investor or its Affiliates to be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company, then the number of Series B Preferred Shares to be purchased at the Second Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (and the Second Purchase Price and the Purchase Price shall be reduced accordingly) such that such Investor will not be deemed for purposes of the BHC Act to own 25% or (z) more of the outstanding shares of any combination class of such methodsvoting securities of the Company or to otherwise control the Company. Any determinations under the proviso of the immediately preceding sentence shall take into account the appropriate regulatory treatment of convertible securities.

Second Closing. (a) Subject Upon the terms and subject to the terms of conditions set forth in this Agreement, the second closing of the purchase and sale of (the Second Closing Securities (the “Second Closing”) shall take place remotely via within five (5) days following the exchange of documents and signatures at such place, orally or in writing, Milestone Target Payment Date applicable to Milestone 1 (i) as defined in the event Joint Development Agreement) upon the Company shall consummate the transactions contemplated by the Merger Agreement (including without limitation the closing satisfaction of the Mergers), upon conditions set forth in Section 5.2 and Section 6.2 applicable to the earlier of Second Closing (xor such other time and place as the Parties may agree) the date of the closing of the first public offering (the “Follow-On Offering”) of Pubco following the closing of the Mergers, and (y) the one hundred and thirty-fifth (135th) day following the Merger Second Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date of such termination. (b) . At the Second Closing, the Company or Pubco, as applicable, will sell and issue to each of the Purchasers, and each of the Purchasers will purchasefollowing shall occur: (ia) in the event the Purchaser elects to purchase Series B Preferred at the Second Closing, the Purchaser shall deliver to the Company an amount in United States dollars ( U.S. Dollars ) in immediately available funds that is not greater than the Maximum Total Series B Investment (such actual amount being the Second Closing occurs pursuant Payment ), and, in exchange therefor, the Company shall issue and sell to the Purchaser, and the Purchaser shall accept (subject to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant to the same terms and at the same price of the Follow-On Offering1.9), a number of Pubco Shares shares of Series B-1 Preferred equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto Second Closing Payment divided by (y) the public offering price per share Series B-1 Purchase Price (before any underwriting discount) set forth on as defined in the cover Series B Certificate of the final prospectus used in connection with the Follow-On OfferingDesignations); (iib) in the event the Purchaser elects to pay to the Company the Second Closing Payment specified above, the Company shall execute and deliver a warrant substantially in the form of Exhibit G hereto (the Warrant ) in favor of the Purchaser, convertible into such number of shares of Common Stock equal to 25% of the number of shares of Common Stock into which the Series B-1 Preferred purchased pursuant to Section 1.2(a) above are convertible on the date of issuance of the Series B-1 Preferred; (c) provided that the Purchaser makes the Minimum Series B Investment at the Second Closing, the Company shall issue to the Purchaser, and the Purchaser may choose to accept (at its sole discretion, subject to Section 1.8 and Section 1.9), such number of shares of Series A-1 Preferred that equal, when combined with such number of the Series B-1 Preferred and Warrants, if any, purchased by the Purchaser at the Second Closing up to the Minimum Series B Investment, a 4% Ownership Interest. For purposes of clarity, in the event that the Purchaser elects to invest more than the Minimum Series B Investment at the Second Closing occurs pursuant Closing, only such number of Series B-1 Preferred and Warrants as would have been purchased with the Minimum Series B Investment shall be counted in determining the 4% Ownership Interest. Notwithstanding the foregoing, the Company shall issue to Section 1.4(a)(i)(y) above, the Purchaser a number of Pubco Shares shares of Series A-1 Preferred with a Series A Liquidation Value equal to at least $1,250,000, regardless of whether such number of shares results in the Purchaser acquiring greater than a 4% Ownership Interest at the Second Closing (x) but in no event shall Purchaser acquire greater than a 10% Ownership Interest at the dollar amount set forth opposite such Second Closing, without regard to the Ownership Interest acquired by Purchaser at any prior Closing), provided, however, that, in the event the Purchaser does not elect to pay the Company at least the Minimum Series B Investment at the Second Closing, the Company shall issue to the Purchaser’s name under , and the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) Purchaser shall be entitled to receive, only the greater of (1i) an amount equal to ninety million dollars ($90,000,000) divided by the total a number of shares outstanding on the third business day prior of Series A-1 Preferred equal to the date of such Closing a 2% Ownership Interest, and (ii) a number of shares of Series A-1 Preferred with a Series A Liquidation Value equal to $625,000, but not in any event to exceed a maximum 2% Ownership Interest; (d) the Average VWAP per share Company shall deliver an Opinion of common stock of Pubco during the thirty (30) day period ending on the third business day prior Counsel applicable to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) At the Second Closing, in ; (e) updated Schedules to this Agreement (which update of the event it occurs pursuant to Section 1.4(a)(iirepresentations and warranties shall reflect that a Material Adverse Effect has not occurred since the prior Closing); (f) above, the President of the Company shall deliver to each the Purchaser a Note representing certificate certifying that the principal face amount set forth opposite such Purchaser’s name under conditions specified in Section 5.2(a) and Section 5.2(b) applicable to the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment Second Closing have been fulfilled; (g) the Company shall reserve a sufficient number of shares of Common Stock to account for the conversion of all of the purchase price therefor by outstanding Preferred Shares plus the exercise of all of the outstanding Warrants (xtaking into account the Second Closing and including any Deferred Securities under Section 1.8 and Excess Shares under Section 1.9); and (h) check payable the Company and the Purchaser shall execute and deliver any other documents and agreements necessary or desirable to accomplish the Company, (y) wire transfer to the bank account designated by the Company, or (z) any combination of such methodsforegoing.

Second Closing. (a) Subject to the terms of this Agreement, the closing The Closing of the sale and purchase and sale of the Shares as set forth on Exhibit A under the heading "Second Closing" (the "Second Closing") -------------- shall take place at the offices of a Handler ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Landau & ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, within thirty (30) days after the Second Closing Securities Conditions (as defined below) are met (the “"Second Closing -------------- Date"). The First Closing and the Second Closing are sometimes referred to ---- hereinafter collectively as the "Closings" and individually as a "Closing”". The -------- ------- parties hereto acknowledge that the price per Share to be paid by the Purchasers at the Second Closing (the "Second Closing Price") shall take place remotely via be $15,000,000 divided by (4,595,066+a) if the exchange Purchasers reasonably determine that the milestone conditions set forth as paragraphs 1 and 2 of documents Exhibit C have been fulfilled --------- within 90 days after the First Closing and signatures at such place, orally $12,000,000 divided by (4,595,066+x) per Share if the Purchasers reasonably determine that the milestone conditions set forth as paragraphs 1 and 2 of Exhibit C have been fulfilled 90 days or in writing, (i) more --------- after the First Closing. As used in the event preceding sentence, 'x' equals the Company shall consummate number of Shares sold at the transactions contemplated First Closing. Thus, if 540,541 Shares are sold at the First Closing and the milestone conditions set forth on Exhibit C are --------- fulfilled within 90 days after the First Closing, the price per Share payable by the Merger Agreement (including without limitation Purchasers at the closing of the Mergers), upon the earlier of (x) the date of the closing of the first public offering (the “Follow-On Offering”) of Pubco following the closing of the Mergers, and (y) the one hundred and thirty-fifth (135th) day following the Merger Second Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date of such terminationshall be $2.92 per Share. (ba) The obligation of the Purchasers to purchase Shares at the Second Closing is conditioned upon fulfillment of the milestone conditions set forth on Exhibit C hereto (the "Second Closing Conditions"). At the Second Closing, the --------- ---------------------------- Company or Pubco, as applicable, will sell and issue deliver to each of the PurchasersPurchasers a certificate for the number of shares being purchased by such Purchaser, and registered in the name of such Purchaser, against payment to the Company of the purchase price therefor, by wire transfer, check, or other method acceptable to the Company. If at the Second Closing any of the conditions specified in Section 7 shall not have been fulfilled, each of the Purchasers will purchase: (i) in the event the Second Closing occurs pursuant to Section 1.4(a)(i)(x) aboveshall, each Purchaser hereby commits to purchaseat his or its election, as a participant in a concurrent private placement and pursuant to the same terms and at the same price be relieved of all of his or its obligations under this Agreement without thereby waiving any of the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided rights he or it may have by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used in connection with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day prior to the date reason of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of failure or such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 heretonon- fulfillment. (c) At Notwithstanding the Second Closing, in the event it occurs pursuant to Section 1.4(a)(iiprovisions of Sections 2.2(a) and (a) above, upon a reasonable determination by the Company shall deliver Purchasers prior to each Purchaser a Note representing December 31, 1989 that the principal face amount milestone conditions set forth opposite such Purchaser’s name under as paragraphs 1 and 2 of Exhibit C have --------- been fulfilled, the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment Purchasers shall deposit with ▇▇▇▇ and ▇▇▇▇ ("Escrow Agent") ------------ the amount of the purchase price therefor set forth on Exhibit A under the heading --------- "Second Closing." Such amount shall be held by Escrow Agent pursuant to the terms of an Escrow Agreement in the form of Exhibit D until the earlier of (xa) check payable --------- receipt by Escrow Agent of a notice signed on behalf of the Company and each Purchaser that the milestone condition set forth as paragraph 3 of Exhibit C has --------- been fulfilled (the "Confirmation Notice"), or (ii) June 30, 1990. If the ------------------- Escrow Agent receives the Confirmation Notice prior to June 30, 1990, the Escrow Agent shall pay such escrowed amount, plus all interest earned thereon, to the Company. If the Escrow Agent does not receive the Confirmation Notice prior to June 30, (y) wire transfer 1990, the Escrow Agent shall pay such escrowed amount, plus all interest earned thereon, to the bank account designated Purchasers and all obligations of the Purchasers with respect to the Second Closing shall cease. (a) Notwithstanding the provisions of Section 2.2(a), affiliates of GenAm (U.S.), Inc., Advent International Corporation, a Venture Capital Corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Associates or Ventures West Management III, Ltd. shall have the right to purchase Shares at the First Closing Price and shall be deemed to have purchased such Shares at the First Closing, if such Shares are purchased within thirty (30) days after the First Closing. The parties hereto acknowledge that the Company shall have the right prior to December 31, 1989 to issue and sell Shares to entities who are not parties to this Agreement, which such entities shall be entitled to all of the rights of Purchasers hereunder, provided that the purchase of Shares by such entities is approved by at least two-thirds (2/3) of the CompanyPurchasers, or (z) any combination that such entities pay the Second Closing Price for such Shares and that such entities agree to be bound by all of such methodsthe obligations of Purchasers hereunder.

Second Closing. (a) Subject Upon the terms and subject to the terms conditions of this Agreement, at the closing Second Closing, each of CMBP II, CMBCV and 55th Street (collectively, th▇ "▇▇▇▇▇▇▇ent Purchasers") hereby agrees to purchase from the Company the 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 Company hereby agrees to issue, sell and deliver to the Subsequent Purchasers against payment of the 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 sale Warrants to 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 Second Closing Securities (the “Second Closing”) shall take place remotely via the exchange of documents and signatures at such place, orally or in writing, (i) in the event the Company shall consummate the transactions contemplated by the Merger Agreement (including without limitation the closing of the Mergers), upon the earlier of (x) the date of the closing of the first public offering (the “Follow-On Offering”) of Pubco following the closing of the Mergers, and (y) the one hundred and thirty-fifth (135th) day following the Merger Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Stockholders Agreement, on the tenth (10th) business day following the date of such termination. (b) . At the Second Closing, the Company or Pubcowill issue, as applicable, will sell and issue deliver to each of the Purchasers, Subsequent Purchasers and each of the Subsequent Purchasers will purchase: (i) in purchase from the event the Second Closing occurs pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant to the same terms and at the same price of the Follow-On Offering, a Company an aggregate number of Pubco Subsequent New Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under quotient of the heading “Remaining Commitment” on Exhibit A-1 hereto Subsequent New Shares Purchase Price divided by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used in connection with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) 16.00. At the Second Closing, the Company will issue, sell and deliver to the Subsequent Purchasers and the Subsequent Purchasers will purchase from the Company Subsequent Warrants to purchase an aggregate number of Shares (without giving effect to any adjustment as provided in the event it occurs pursuant Subsequent Warrants) equal to Section 1.4(a)(ii) above, the Company shall deliver to each Purchaser a Note representing the principal face amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment product of the Subsequent New Shares Purchase Price multiplied by 0.0045. The purchase price therefor by (x) check payable to the Company, (y) wire transfer to the bank account designated by the Company, or (z) any combination Subsequent Purchasers of such methodsthe Subsequent New Shares and the Subsequent Warrants is hereinafter collectively referred to as the "Subsequent Purchase".

Second Closing. (a1) Subject to the terms satisfaction (or, where permissible, waiver) of this Agreementthe conditions to closing set forth in Section 1.2(d), the second closing of the purchase and sale of the Second Closing Securities (the “Second Closing”) shall take place remotely via the exchange of documents at a time and signatures at such place, orally or in writing, (i) in the event the Company date as shall consummate the transactions contemplated be agreed upon by the Merger Agreement (including without limitation parties hereto, but in no event later than the closing of the Mergers), upon the earlier of (x) tenth business day after the date of the closing satisfaction or waiver of the first public offering (last of the conditions specified in Section 1.2(d), at the offices of M▇▇▇▇▇▇ Spidi & F▇▇▇▇, PC located at 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or such other date or location as agreed by the parties in writing. The date of the Second Closing is referred to as the “Follow-On OfferingSecond Closing Date.” (2) of Pubco following Subject to the closing satisfaction of the Mergersconditions described in Section 1.2(d), and (y) the one hundred and thirty-fifth (135th) day following the Merger Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date of such termination. (b) At at the Second Closing, the Company or Pubco, as applicable, will sell and issue to each of the Purchasers, and each of the Purchasers will purchase: (i) in the event the Second Closing occurs pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant deliver to the same terms Investors certificates bearing the appropriate legends herein provided for and at free and clear of all Liens representing an aggregate 22,458 shares of Series B Preferred Stock to be allocated among the same price of Investors as they shall determine in their sole discretion and as provided to the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used Company in connection with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day writing prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) At the Second Closing, in against payment by the event it occurs pursuant to Section 1.4(a)(ii) aboveInvestors of $22,458,000 (the “Second Purchase Price” and together with the Initial Purchase Price, the Company shall deliver to each Purchaser a Note representing the principal face amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment of the purchase price therefor Purchase Price”) by (x) check payable to the Company, (y) wire transfer of immediately available United States funds to the a bank account designated by the Company; provided that if the Common Shares issued at the First Closing and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the “Conversion Shares”) would cause an Investor or its Affiliates to be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company, then the number of Series B Preferred Shares to be purchased at the Second Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (and the Second Purchase Price and the Purchase Price shall be reduced accordingly) such that such Investor will not be deemed for purposes of the BHC Act to own 25% or (z) more of the outstanding shares of any combination class of such methodsvoting securities of the Company or to otherwise control the Company. Any determinations under the proviso of the immediately preceding sentence shall take into account the appropriate regulatory treatment of convertible securities.

Second Closing. (a) Subject to the terms of this Agreement, the closing of the purchase and sale of On the Second Closing Securities Date, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, 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 (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 “Second Closing”Ordinary Shares to exceed 4.99% (or, at the election of the Purchaser, 9.99%) shall take place remotely via of the exchange outstanding Ordinary Shares, such Purchaser may elect to purchase Class B Units in lieu of documents and signatures at such placeClass A Units as determined pursuant to Section 2.2(a); provided, orally or in writinghowever, (i) that, in the event the Company shall consummate the transactions contemplated by the Merger Agreement that a Purchaser’s Subscription Amount (including without limitation the closing 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 Mergers), upon the earlier of (x) the date Ordinary Shares to exceed 19.99% of the closing outstanding Ordinary Shares, in lieu of the first public offering (the “Follow-On Offering”) of Pubco following the closing of the Mergers, and (y) the one hundred and thirty-fifth (135th) day following the Merger Closing Date (or, if such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) Ordinary Shares in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date excess of such termination. (b) At the Second Closingamount, the Company or Pubco, such Purchaser shall be issued Class B Units as applicable, will sell and issue to each of the Purchasers, and each of the Purchasers will purchase: (i) in the event the Second Closing occurs determined pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant to the same terms and at the same price of the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such 2.2(a). Each Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the public offering price per share (before any underwriting discount) Subscription Amount as set forth on the cover of the final prospectus used in connection signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) At the Second Closing, in the event it occurs pursuant to Section 1.4(a)(ii) above, the Company. The Company shall deliver to each Purchaser a Note representing its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the principal face amount Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name under in Section 2.2 deliverable at the heading “Remaining Commitment” on Exhibit A-1 hereto, against payment Second Closing. Upon satisfaction of the purchase price therefor 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 (x) check payable 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 Companyaccount(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 (yor its clearing firm) by wire transfer to the bank account designated by Company). The Company covenants that, if the CompanyPurchaser delivers a Notice of Exercise (as defined in the Series B Warrants) at least one (1) Trading Day prior to the Second Closing Date to exercise any Series B Warrants between the date hereof and the Second Closing Date, or (z) any combination 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 such methodsExercise.

Second Closing. (ai) Subject to and in reliance upon the terms of this Agreementrepresentations and warranties set forth in Section 3 below, and the closing satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, (i) the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase and sale of from the Company on the Second Closing Date (as defined below), a principal amount of Debentures as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers and (ii) the Company shall deliver or cause to be delivered to each Buyer on the Second Closing Date the number of Closing Securities as is set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers. The aggregate purchase price (the “Second Purchase Price”) of the of the Debentures and Closing Securities to be purchased by the Buyers at the Second Closing shall be equal to $2,700,000. The closing (the “Second Closing”) of the purchase of the Debentures and the Closing Securities by the Buyers shall take place remotely via occur at the exchange offices of documents ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The date and signatures at such placetime of the Closing (the “Second Closing Date”) shall be 10:00 a.m., orally New York City Time, on or in writingbefore June 8, 2007. (ii) On the Second Closing Date, (i) in the event each Buyer shall pay its aggregate Second Purchase Price to the Company shall consummate for the transactions contemplated by the Merger Agreement (including without limitation the closing of the Mergers), upon the earlier of (x) the date of the closing of the first public offering (the “Follow-On Offering”) of Pubco following the closing of the Mergers, Debentures and (y) the one hundred Closing Securities to be issued and thirty-fifth (135th) day following the Merger Closing Date (or, if sold to such one hundred and thirty-fifth (135th) day is not a business day, then on the first business day following such one hundred and thirty-fifth (135th) day); or (ii) in the event of the termination of the Merger Agreement, on the tenth (10th) business day following the date of such termination. (b) At Buyer at the Second Closing, the Company or Pubcoby wire transfer of immediately available funds in accordance with Company’s written wire instructions, as applicable, will sell and issue to each of the Purchasers, and each of the Purchasers will purchase: (i) in the event the Second Closing occurs pursuant to Section 1.4(a)(i)(x) above, each Purchaser hereby commits to purchase, as a participant in a concurrent private placement and pursuant to the same terms and at the same price of the Follow-On Offering, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the public offering price per share (before any underwriting discount) set forth on the cover of the final prospectus used in connection with the Follow-On Offering; (ii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(i)(y) above, a number of Pubco Shares equal to (x) the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto divided by (y) the greater of (1) an amount equal to ninety million dollars ($90,000,000) divided by the total number of shares outstanding on the third business day prior to the date of such Closing and (2) the Average VWAP per share of common stock of Pubco during the thirty (30) day period ending on the third business day prior to the date of such Closing; or (iii) in the event that the Second Closing occurs pursuant to Section 1.4(a)(ii) above, Second Closing Notes with a principal face amount equal to the dollar amount set forth opposite such Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto. (c) At the Second Closing, in the event it occurs pursuant to Section 1.4(a)(ii) above, the Company shall deliver to each Purchaser a Note representing Buyer (A) the principal face amount set forth opposite Debentures (in the denominations as such Purchaser’s name under Buyer shall have requested prior to the heading “Remaining Commitment” Closing) which such Buyer is then purchasing, duly executed on Exhibit A-1 hereto, against payment behalf of the purchase price therefor by Company and registered in the name of such Buyer or its designee and (xB) check payable the Closing Securities (in the denominations as such Buyer shall have requested prior to the CompanyClosing) which such Buyer is then purchasing, (y) wire transfer to duly executed on behalf of the bank account designated by Parent and registered in the Company, or (z) any combination name of such methodsBuyer or its designee.