Common use of Second Closing Clause in Contracts

Second Closing. The consummation of the delivery of the Second Purchase Price Payment and of the Second Closing Securities (the “Second Closing”) shall take place at the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ at 10:00 a.m. (local time), as soon as practicable, but no later than the date that is two (2) business days following the satisfaction or waiver (to the extent, and only to the extent, permitted by applicable Law) of the conditions set forth in Section 7, or at such other time and place as the Company and the Investor shall mutually agree in writing (the “Second Closing Date”). In lieu of an in-person Second Closing, the Second Closing may instead be accomplished by e-mail (in PDF format) transmission to the respective offices of legal counsel for the parties hereto of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered as promptly as practicable following the Second Closing. At the Second Closing: (a) the Note and the Securities Issuance Deliverables with respect to the Note shall be automatically released from the Escrow to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior to the Second Closing accordance with Section 2.3); (b) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall file with the Secretary of State of the State of Delaware the Series A Certificate of Designations; (c) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor shall make payment of the Second Purchase Price Payment by wire transfer of immediately available funds to an account designated by the Company at least two (2) business days in advance of the Second Closing Date; and (d) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number; provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received, the Company shall instead deliver to the Investor certificates or book-entry statements representing the number of shares of Common Stock set forth in Section 2.2(b)(ii), and the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Common Stock to the Investor.

Second Closing. (i) The consummation closing of the delivery transactions contemplated by clause (ii) of the Second Purchase Price Payment and of the Second Closing Securities Section 2.1 (the “Second Closing”) shall take place at remotely via the offices electronic exchange of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ at 10:00 a.m. closing deliveries (local time), as soon as practicable, but no later than i) on the date day that is two (2) business days following Business Days after the satisfaction or waiver (to date on which the extent, and only to the extent, permitted by applicable Law) last of the conditions set forth in Section 77.4, Section 7.5 and Section 7.6 (other than any such conditions that by their terms are not capable of being satisfied until the Second Closing Date, but subject to the satisfaction or waiver of those conditions) is satisfied or, when permissible, waived by the Party for whose benefit such conditions exist; or (ii) on such other date or at such other time and or place as the Company and the Investor shall Parties may mutually agree upon in writing (such date, the “Second Closing Date”). In lieu of an in-person The Second Closing, Closing shall be effective for all purposes at 12:01 a.m. central time on the Second Closing may instead be accomplished by e-mail Date. (in PDF formatii) transmission to the respective offices of legal counsel for the parties hereto of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered as promptly as practicable following the Second Closing. At the Second Closing, each Seller shall deliver, or cause to be delivered, to Buyer the following: (aA) evidence of resignations or removals, effective as of the Note Second Closing, of each of the directors, managers and officers of the Securities Issuance Deliverables Second Closing Acquired Entities with respect to the Note shall be automatically released from the Escrow to the Investor whom Buyer has delivered written notice requesting resignation or removal at least five (unless the Note has been issued, sold and delivered (through release from the Escrow5) to the Investor Business Day prior to the Second Closing accordance with Section 2.3)Closing; (bB) a duly executed FIRPTA Certificate and IRS Form W-9 by such Seller (or, if (xsuch Seller is classified as an entity disregarded as separate from its regarded owner, such owner), in each case, in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if such Seller fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal ActionsCode, the Company shall file with the Secretary of State of the State of Delaware the Series A Certificate of Designationsas applicable; (cC) if a membership interest transfer power, duly executed by such Seller with respect to such Seller’s respective Second Closing Interests; and (xD) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actionswith respect to such Seller, the Investor shall make payment of certificate referred to in Section 7.6(d). (iii) At the Second Purchase Price Payment by wire transfer of immediately available funds Closing, Buyer shall deliver, or cause to an account designated by be delivered, to each Seller the Company at least two following: (2A) business days in advance such Seller’s portion of the Second Closing DatePreliminary Purchase Price, in accordance with Section 2.2; and (d) if (xB) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall execute and deliver the Securities Issuance Deliverables with respect certificate referred to the Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number; provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received, the Company shall instead deliver to the Investor certificates or book-entry statements representing the number of shares of Common Stock set forth in Section 2.2(b)(ii7.5(c), and the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Common Stock to the Investor.

Second Closing. (a) The consummation obligations of Velocitas to purchase the Second Note, and of the delivery Purchasers to acquire the Preferred Shares are subject to the fulfillment, on or before the Second Closing, of each of the Second Purchase Price Payment following conditions, unless otherwise waived by Velocitas in its sole discretion: i. The representations and warranties of the Company set forth herein and the other Transaction Agreement shall be true and complete in all material respects as of the date of the Second Closing Securities as though made on and as of such date (other than those representations and warranties that are made as of a specified date, in which case, such representations and warranties shall be true and correct in all material respects as of such specified date); ii. the “Company shall have performed all of the covenants of the Company set forth herein and the other Transaction Agreements that are required to be performed on or prior to the Second Closing”) ; iii. since the date of this Agreement, no Material Adverse Effect shall take place have occurred; iv. the Vice President and Chief Financial Officer of the Company shall deliver Velocitas at the offices Second Closing a certificate certifying that the conditions specified in Sections 5.2(a)(i), 5.2(a)(i)(ii) and 5.2(a)(i)(iii) have been fulfilled; v. the Company shall have delivered to Velocitas at the Second Closing: (A) the Second Note, duly executed by the Company; (B) the Warrant, duly executed by the Company; (C) a copy of Wachtellan irrevocable instruction letter to the transfer agent of the Company directing the transfer agent to issue within, Liptonthree (3) Business Days of the Second Closing, certificates representing the Assignment Shares bearing such legends as are required by the Transaction Agreements; and (D) the Velocitas Subdistributor Assignment, duly executed by the Company; vi. the Company shall have delivered to the Purchasers a copy of an irrevocable instruction letter to the transfer agent of the Company directing the transfer agent to issue, within three (3) Business Days of the Second Closing, certificates representing the Preferred Shares bearing such legends as are required by the Transaction Agreements; vii. all authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Second Note, the Preferred Shares, the Warrant and the Assignment Shares (and the Common Stock issuable upon conversion thereof) pursuant to this Agreement shall be obtained and effective as of the Second Closing; viii. the Company shall have provided notices of the transactions contemplated by the Transaction Agreement to any persons holding (or allegedly holding) any preemptive or similar rights, and either (A) such rights shall have been waived with respect to the transactions contemplated by the Transaction Agreements, or (B) the period for exercise shall have expired with respect to the transactions contemplated by the Transaction Agreements without any holder of such preemptive rights having exercised such rights; ix. the Company shall have taken all necessary actions to give effect to the resignation of each of the Resigning Officers and Directors, and the Board of Directors shall be comprised with, only the following individuals: ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇; and x. the Purchasers shall have received an opinion from one or more law firms dated as of the Second Closing, in substantially the form attached hereto, with customary opinions regarding corporate authority, valid and binding obligation, valid issuance of the Securities and compliance with or exemption from Section 5 under the Securities Act. (b) The obligations of the Company to issue the Second Note, the Warrant, the Assignment Shares and the Preferred Shares at 10:00 a.m. (local time), as soon as practicable, but no later than the date that is two (2) business days following the satisfaction or waiver (Second Closing are subject to the extentfulfillment, on or before the Second Closing, of each of the following conditions, unless otherwise waived by the Company in its sole discretion: i. The representations and only warranties of the Purchasers in Section 3 and Velocitas contained in Section 4 shall be true and correct in all respects as of the Second Closing; ii. Velocitas and the Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Velocitas or the Purchasers on or prior to the extent, permitted by applicable Law) of the conditions set forth in Section 7, or at such other time and place as Second Closing; iii. Velocitas shall have delivered to the Company and at the Investor shall mutually agree in writing (the “Second Closing Date”). In lieu of an in-person Second Closing, the Second Closing may instead be accomplished Velocitas Subdistributor Assignment duly executed by e-mail (in PDF format) transmission Velocitas GmbH; iv. The Purchasers shall have delivered to the respective offices of legal counsel for the parties hereto of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered as promptly as practicable following Company at the Second Closing, (A) the Investors’ Rights Agreement duly executed by the Purchasers; and (B) the Voting Agreement duly executed by the Purchasers; v. Velocitas GmbH shall have delivered to the Company all consents (other than those of the Company, Altrazeal Trading GmbH or Altrazeal AG) required in connection with the Velocitas Subdistributor Assignment. vi. At All authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Second Note, the Warrant, the Assignment Shares, the Preferred Shares (and the Common Stock issuable upon conversion thereof) pursuant to this Agreement shall be obtained and effective as of the Second Closing: (a) the Note and the Securities Issuance Deliverables with respect to the Note shall be automatically released from the Escrow to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior to the Second Closing accordance with Section 2.3); (b) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall file with the Secretary of State of the State of Delaware the Series A Certificate of Designations; (c) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor shall make payment of the Second Purchase Price Payment by wire transfer of immediately available funds to an account designated by the Company at least two (2) business days in advance of the Second Closing Date; and (d) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number; provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received, the Company shall instead deliver to the Investor certificates or book-entry statements representing the number of shares of Common Stock set forth in Section 2.2(b)(ii), and the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Common Stock to the Investor.

Second Closing. (a) The consummation closing of the delivery purchase and sale of the Second Purchase Price Payment and of the Second Closing Securities Additional Royalties (the “Second Closing”) shall take place at the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ at 10:00 a.m. (local time), as soon as practicable, but no later than the date that is two (2) business days following the satisfaction or waiver (to the extent, and only to the extent, permitted by applicable Law) of the conditions set forth in Section 7, or at such other time and place as the Company and the Investor shall mutually agree in writing (the “Second Closing Date”). In lieu of an in-person Second Closing, on the Second Closing may instead be accomplished Date by e-mail (in PDF format) transmission the exchange of documents electronically or by email, subject to the respective offices of legal counsel for the parties hereto satisfaction of the requisite documentsfollowing conditions in favour of the Purchaser, duly executed where required, delivered upon actual confirmed receipt, with originals to each of which may be delivered as promptly as practicable following waived by the Second Closing. At the Second ClosingPurchaser in its sole discretion: (ai) the Note and the Securities Issuance Deliverables with respect to the Note shall be automatically released from the Escrow to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior to the Second Closing accordance with Section 2.3); (b) if (x) the FCC Approval no Material Adverse Change shall have been received or (y) the FCC Approval shall no longer occurred and be required continuing as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall file with the Secretary of State of the State of Delaware the Series A Certificate of Designations; (c) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor shall make payment of the Second Purchase Price Payment by wire transfer of immediately available funds to an account designated by the Company at least two (2) business days in advance of the Second Closing Date; (ii) each of the Fundamental Representations and Warranties of the Seller in this Purchase and Sale Agreement will be true and correct as of the Second Closing, and all other representations and warranties of the Seller contained in this Purchase and Sale Agreement shall have been true and correct as of the Closing and, subject to the transactions that occurred at the Closing, will be true and correct as of the Second Closing except to the extent that all inaccuracies or incompleteness therein would not, in the aggregate, reasonably be expected to result in a Material Adverse Change (it being understood that for the purposes of such determination, all such representations and warranties that are qualified as to “material”, “material respects”, “Material Adverse Change” or words of similar import or effect will be deemed to have been made without such qualification), and a certificate of a senior officer of the Seller, dated the Second Closing Date, to that effect shall have been delivered to the Purchaser. On the delivery of this certificate, the representations and warranties of the Seller in this Purchase and Sale Agreement will be deemed to have been made at and as of the Second Closing Date with the same force and effect as if made at and as of that time, in each case subject to the transactions that occurred at the Closing; (iii) the Seller shall have delivered a ▇▇▇▇ of Sale in respect of the Additional Royalties, dated the Second Closing Date, duly executed by the Seller, which ▇▇▇▇ of Sale shall automatically become effective upon receipt by the Seller of the Additional Purchase Price from the Purchaser; and (d) if (xiv) the FCC Approval Seller shall have been received or (y) deliver such other certificates, documents and financing statements as the FCC Approval shall no longer be required as Purchaser may reasonably request, including a result financing statement reasonably satisfactory to the Purchaser to create, evidence and perfect the sale, assignment, transfer, and conveyance of the consummation of the FCC Licenses Disposal Actions, the Company shall execute and deliver the Securities Issuance Deliverables with respect Additional Royalties pursuant to the Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number; provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received, the Company shall instead deliver to the Investor certificates or book-entry statements representing the number of shares of Common Stock set forth in Section 2.2(b)(ii), 2.1 and the Company shall execute and deliver the Securities Issuance Deliverables with respect back-up security interest granted pursuant to the Common Stock to the InvestorSection 2.1(d).

Second Closing. The consummation Unless otherwise consummated at the First --------------- Closing (which, in that event, the following conditions precedent other than subsection (iv) below shall be satisfied in connection with the First Closing), the obligation of the delivery Buyer hereunder to purchase the Second Convertible Debenture and the Second Warrants at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Company shall have executed appropriate amendments to the Other Transaction Documents providing for the inclusion thereunder of the Second Purchase Price Payment Convertible Debenture, Second Warrants and Second Warrant Shares, as the case may be, and delivered them to the Buyer. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Securities Date as though made at that time (except for representations and warranties that speak as of a specific date) and the “Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing”Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall take place at have executed and delivered to the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ at 10:00 a.m. Buyer the Second Convertible Debenture and the Second Warrants. (local time), as soon as practicable, but no later than iv) The Company shall have certified that all conditions to the date Second Closing have been satisfied and that is the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days following the satisfaction or waiver (to the extent, and only to the extent, permitted by applicable Law) of the conditions set forth in Section 7, or at such other time and place as the Company and the Investor shall mutually agree in writing (the “Second Closing Date”). In lieu of an in-person Second Closing, the Second Closing may instead be accomplished by e-mail (in PDF format) transmission to the respective offices of legal counsel for the parties hereto of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered as promptly as practicable following after the Second Closing. At If requested by the Second Closing: (a) Buyer, the Note and the Securities Issuance Deliverables with respect to the Note shall be automatically released from the Escrow to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior to the Second Closing accordance with Section 2.3); (b) if (x) the FCC Approval Buyer shall have been received or (y) a certificate, executed by the FCC Approval shall no longer be required as a result two officers of the consummation of the FCC Licenses Disposal ActionsCompany, the Company shall file with the Secretary of State of the State of Delaware the Series A Certificate of Designations; (c) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required dated as a result of the consummation of the FCC Licenses Disposal Actions, the Investor shall make payment of the Second Purchase Price Payment by wire transfer of immediately available funds to an account designated by the Company at least two (2) business days in advance of the Second Closing Date; and (d) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Contingent Payment Right with a Contingent Payment Right Share Number of foregoing effect. The Buyers have no obligation to fund at the Second Closing CPR Share Number; provided, that if the Stockholder Approval and all Communications Regulatory Approvals Company has filed the Registration Statement. (v) The Company shall have been received, provided to the Buyer a certificate of good standing from the secretary of the state in which the Company shall instead deliver to the Investor certificates or book-entry statements representing the number of shares of Common Stock set forth in Section 2.2(b)(ii), and the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Common Stock to the Investoris incorporated.

Second Closing. (a) The consummation obligations of Velocitas to purchase the Second Note, and of the delivery Purchasers to acquire the Preferred Shares are subject to the fulfillment, on or before the Second Closing, of each of the Second Purchase Price Payment following conditions, unless otherwise waived by Velocitas in its sole discretion: i. The representations and warranties of the Company set forth herein and the other Transaction Agreement shall be true and complete in all material respects as of the date of the Second Closing Securities as though made on and as of such date (other than those representations and warranties that are made as of a specified date, in which case, such representations and warranties shall be true and correct in all material respects as of such specified date); ii. the “Company shall have performed all of the covenants of the Company set forth herein and the other Transaction Agreements that are required to be performed on or prior to the Second Closing”) ; iii. since the date of this Agreement, no Material Adverse Effect shall take place have occurred; iv. the Vice President and Chief Financial Officer of the Company shall deliver Velocitas at the offices Second Closing a certificate certifying that the conditions specified in Sections 5.2(a)(i), 5.2(a)(i)(ii) and 5.2(a)(i)(iii) have been fulfilled; v. the Company shall have delivered to Velocitas at the Second Closing: (A) the Second Note, duly executed by the Company; (B) the Warrant, duly executed by the Company; (C) a copy of Wachtellan irrevocable instruction letter to the transfer agent of the Company directing the transfer agent to issue within, Liptonthree (3) Business Days of the Second Closing, certificates representing the Assignment Shares bearing such legends as are required by the Transaction Agreements; and (D) the Velocitas Subdistributor Assignment, duly executed by the Company; vi. the Company shall have delivered to the Purchasers a copy of an irrevocable instruction letter to the transfer agent of the Company directing the transfer agent to issue, within three (3) Business Days of the Second Closing, certificates representing the Preferred Shares bearing such legends as are required by the Transaction Agreements; vii. all authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Second Note, the Preferred Shares, the Warrant and the Assignment Shares (and the Common Stock issuable upon conversion thereof) pursuant to this Agreement shall be obtained and effective as of the Second Closing; viii. the Company shall have provided notices of the transactions contemplated by the Transaction Agreement to any persons holding (or allegedly holding) any preemptive or similar rights, and either (A) such rights shall have been waived with respect to the transactions contemplated by the Transaction Agreements, or (B) the period for exercise shall have expired with respect to the transactions contemplated by the Transaction Agreements without any holder of such preemptive rights having exercised such rights; ix. the Company shall have taken all necessary actions to give effect to the resignation of each of the Resigning Officers and Directors, and the Board of Directors shall be comprised with, only the following individuals: A▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ B▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, A▇, ▇▇▇ ▇▇▇▇, V▇▇, ▇▇▇▇▇ ▇▇▇▇ and O▇▇▇▇▇ ▇▇▇▇▇; and x. the Purchasers shall have received an opinion from one or more law firms dated as of the Second Closing, in substantially the form attached hereto, with customary opinions regarding corporate authority, valid and binding obligation, valid issuance of the Securities and compliance with or exemption from Section 5 under the Securities Act. (b) The obligations of the Company to issue the Second Note, the Warrant, the Assignment Shares and the Preferred Shares at 10:00 a.m. (local time), as soon as practicable, but no later than the date that is two (2) business days following the satisfaction or waiver (Second Closing are subject to the extentfulfillment, on or before the Second Closing, of each of the following conditions, unless otherwise waived by the Company in its sole discretion: i. The representations and only warranties of the Purchasers in Section 3 and Velocitas contained in Section 4 shall be true and correct in all respects as of the Second Closing; ii. Velocitas and the Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Velocitas or the Purchasers on or prior to the extent, permitted by applicable Law) of the conditions set forth in Section 7, or at such other time and place as Second Closing; iii. Velocitas shall have delivered to the Company and at the Investor shall mutually agree in writing (the “Second Closing Date”). In lieu of an in-person Second Closing, the Second Closing may instead be accomplished Velocitas Subdistributor Assignment duly executed by e-mail (in PDF format) transmission Velocitas GmbH; iv. The Purchasers shall have delivered to the respective offices of legal counsel for the parties hereto of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered as promptly as practicable following Company at the Second Closing, (A) the Investors’ Rights Agreement duly executed by the Purchasers; and (B) the Voting Agreement duly executed by the Purchasers; v. Velocitas GmbH shall have delivered to the Company all consents (other than those of the Company, Altrazeal Trading GmbH or Altrazeal AG) required in connection with the Velocitas Subdistributor Assignment. vi. At All authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Second Note, the Warrant, the Assignment Shares, the Preferred Shares (and the Common Stock issuable upon conversion thereof) pursuant to this Agreement shall be obtained and effective as of the Second Closing: (a) the Note and the Securities Issuance Deliverables with respect to the Note shall be automatically released from the Escrow to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior to the Second Closing accordance with Section 2.3); (b) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall file with the Secretary of State of the State of Delaware the Series A Certificate of Designations; (c) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor shall make payment of the Second Purchase Price Payment by wire transfer of immediately available funds to an account designated by the Company at least two (2) business days in advance of the Second Closing Date; and (d) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number; provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received, the Company shall instead deliver to the Investor certificates or book-entry statements representing the number of shares of Common Stock set forth in Section 2.2(b)(ii), and the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Common Stock to the Investor.

Second Closing. The consummation of So long as there has not been a Qualified Financing, Change in Control or Initial Public Offering (each as defined below) on or before December 31, 2014, or in the delivery of event that the Second Purchase Price Payment Notes issued in the Initial Closing have not previously been converted pursuant to Section 3 below, upon: (i) providing advance notice to all Purchasers; and of the Second Closing Securities (the “Second Closing”ii) shall take place at the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ at 10:00 a.m. (local time), as soon as practicable, but no later than the date that is two (2) business days following subject to the satisfaction or waiver (to the extent, and only to the extent, permitted by applicable Law) of the conditions set forth in Section 76 hereof, the Company will issue and sell to the Purchasers, severally and not jointly, and each Purchaser agrees, severally and not jointly, to purchase from the Company, Notes in such principal amounts as is set forth under the heading “Second Closing Note Amount” on the Schedule of Purchasers attached as Exhibit A hereto (the “Second Closing”); provided, however, in the event that the Notes issued in the Initial Closing will be converted pursuant to Section 3.2 or 3.3 and the Second Closing has not yet occurred, the Company shall provide each Purchaser with twenty (20) days notice prior to the consummation of the Change of Control or Initial Public Offering, as applicable. The Second Closing shall be held at ▇▇▇▇▇ Lovells at a time and date specified by the Company or at such other time and place as the Company and the Investor shall Purchasers having agreed to purchase a majority of the principal amount of the Notes at the Second Closing mutually agree upon, orally or in writing (writing; provided, that in the “Second Closing Date”). In lieu event the Company has provided the Purchasers with notice of an in-person Second Closingthe consummation of a Change of Control or Initial Public Offering, as applicable, the Second Closing may instead be accomplished by e-mail shall occur no later than ten (in PDF format10) transmission to the respective offices of legal counsel for the parties hereto of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered as promptly as practicable following the Second Closing. At the Second Closing: (a) the Note and the Securities Issuance Deliverables with respect to the Note shall be automatically released from the Escrow to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor days prior to the Second Closing accordance with Section 2.3); (b) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal ActionsChange of Control or Initial Public Offering, the Company shall file with the Secretary of State of the State of Delaware the Series A Certificate of Designations; (c) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor shall make payment of the Second Purchase Price Payment by wire transfer of immediately available funds to an account designated by the Company at least two (2) business days in advance of applicable. The Initial Closing and the Second Closing Dateare each referred to herein as a “Closing.” Any sale of Notes at a Closing shall be upon the same terms and conditions as those contained herein; and (d) if (x) and such persons or entities, by delivery of the FCC Approval appropriate executed signature pages, shall become parties to this Agreement and shall have been received or (y) the FCC Approval shall no longer be required as rights and obligations of a result of the consummation of the FCC Licenses Disposal Actions, the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number; provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received, the Company shall instead deliver to the Investor certificates or book-entry statements representing the number of shares of Common Stock set forth in Section 2.2(b)(ii), and the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Common Stock to the InvestorPurchaser hereunder.

Second Closing. The consummation (a) Subject to the terms and conditions of this Agreement, the closing of the delivery of the Second Subsequent Purchase Price Payment and of the Second Closing Securities (the “Second Closing”) shall take place occur at 10:00 a.m. (New York City time) at any date beginning on or after June 11, 2018 but in no event later than September 21, 2018 on any Business Day as mutually agreed by the Company and Investor provided that as at such date all of the conditions to the Second Closing set forth in Section 6.02 and Section 7.02 of this Agreement have been fully satisfied or, to the extent permitted by applicable Law, waived in writing by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Second Closing, but subject to the satisfaction or written waiver of those conditions at such time) at the offices of WachtellShearman & Sterling LLP, Lipton, ▇▇▇▇▇ & ▇▇▇▇, 5▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (local time), as soon as practicable, but no later than the date that is two (2) business days following the satisfaction or waiver (to the extent, and only to the extent, permitted by applicable Law) of the conditions set forth in Section 7▇, or at such other place and time and place as shall be agreed between the Company and Investor (the Investor shall mutually agree in writing (date on which the Second Closing occurs, the “Second Closing Date”). . (b) In lieu of order to achieve compliance with the Nasdaq Listing Standard, if necessary, Investor agrees to partially close the Subsequent Purchase at an in-person Second interim closing (“Interim Closing”), the Second Closing may instead be accomplished by e-mail which interim closing shall occur at 10:00 a.m. (in PDF formatNew York City time) transmission on or prior to the respective offices of legal counsel for the parties hereto June 11, 2018 provided that as at such date all of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered as promptly as practicable following the Second Closing. At the Second Closing: (a) the Note and the Securities Issuance Deliverables with respect to the Note shall be automatically released from the Escrow to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior conditions to the Second Closing accordance with Section 2.3); (b) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall file with the Secretary of State of the State of Delaware the Series A Certificate of Designations; (c) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor shall make payment of the Second Purchase Price Payment by wire transfer of immediately available funds to an account designated by the Company at least two (2) business days in advance of the Second Closing Date; and (d) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number; provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received, the Company shall instead deliver to the Investor certificates or book-entry statements representing the number of shares of Common Stock set forth in Section 2.2(b)(ii)6.02 and Section 7.02 of this Agreement have been fully satisfied or, to the extent permitted by applicable Law, waived in writing by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Second Closing, but subject to the satisfaction or written waiver of those conditions at such time) at the offices of Shearman & Sterling LLP, 5▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place and time as shall be agreed between the Company shall execute and deliver Investor (the Securities Issuance Deliverables with respect to date on which the Common Stock to Interim Closing occurs, the Investor“Interim Closing Date”).

Second Closing. The consummation (a) On the terms and conditions of this Agreement, the closing of the delivery of the Second Purchase Price Payment and of the Second Closing Securities Additional Investment (the “Second Closing,” and, together with the Initial Closing, each a “Closing”) shall take place at the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ occur at 10:00 a.m. am New York City time on the fifteenth (local time), 15th) Business Day (or such earlier date as soon as practicable, but no later than the date that is Purchaser may notify the Company in writing on at least two (2Business Days’ notice) business days following the satisfaction or waiver (to first Business Day during the extentRequest Period, and only to the extentif any, permitted by applicable Law) of during which the conditions precedent set forth in Section 72.03(c) are satisfied or waived by the applicable party (other than the conditions that, by their nature, will be satisfied at the Second Closing), via the remote electronic exchange of documents or at such other time and place as shall be mutually agreed, in writing, between the Company and the Investor shall mutually agree in writing Purchaser (such date is referred to herein as the “Second Closing Date,” and, together with the Initial Closing Date, each a “Closing Date”). In lieu of an in-person Second Closing, the Second Closing may instead be accomplished by e-mail . (in PDF formatb) transmission to the respective offices of legal counsel for the parties hereto of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered as promptly as practicable following the Second Closing. At the Second Closing: (ai) the Note and the Securities Issuance Deliverables with respect to the Note shall be automatically released from the Escrow to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior to the Second Closing accordance with Section 2.3); (b) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Company shall file with deliver to the Secretary Purchaser (1) the Additional Securities purchased by it pursuant to Section 2.01(b) in book-entry form (in the case of State Series A-1 Preferred Stock) and registered in the name of the State Purchaser, in each case free and clear of Delaware all Liens, except restrictions on transfer imposed by the Series A Certificate Company Charter Documents, Section 5.06 and any applicable securities Laws, and record the Purchaser as the owner of Designations;such Additional Securities on the books and records of the Company, and (2) the Additional Warrants duly executed by the Company; and (c) if (xii) the FCC Approval Purchaser shall have been received or (y1) pay the FCC Approval shall no longer be required as a result of Additional Investment Amount to the consummation of the FCC Licenses Disposal ActionsCompany, the Investor shall make payment of the Second Purchase Price Payment by wire transfer of in immediately available funds U.S. federal funds, to an the account designated by the Company at least two in writing and (2) business days deliver to the Company the Additional Warrants, duly executed by the Purchaser. (c) The obligation of the Purchaser and, with respect to clause (iii) of this Section 2.03(c), each of the Purchaser and the Company, to consummate the Second Closing is subject to (i) during the Request Period, the Company’s delivery of a written notice (the “Additional Investment Request”) that it has determined to repurchase shares of Common Stock from one (and not more than one) stockholder of the Company (excluding any directors or executive officers of the Company, Permitted Holders (as defined in advance the New Credit Agreement) and any Affiliates of the foregoing) in an amount not to exceed ten (10) million shares of Common Stock in the aggregate for a purchase price per share of Common Stock not to exceed the lower of (A) $2.00 and (B) 125% multiplied by the Market Price Per Share (any transaction satisfying such requirements, a “Permitted Repurchase Transaction” and the aggregate purchase price for all shares of Common Stock to be repurchased pursuant thereto, in no event to exceed twenty million dollars ($20,000,000), the “Additional Investment Amount”), (ii) any and all proceeds from the Additional Investment being used solely to pay the purchase price of the Permitted Repurchase Transaction, (iii) no Governmental Authority of competent jurisdiction having issued any order, decree, ruling or injunction permanently restraining, enjoining or otherwise prohibiting the consummation of the Additional Investment and (iv) the Company having performed in all material respects all obligations, agreements and covenants required to be performed by it under this Agreement and any Transaction Document on or before the Second Closing Date; and. (d) if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the The Company shall execute and deliver be entitled to make no more than one (1) Additional Investment Request during the Securities Issuance Deliverables with respect to Request Period. For the Contingent Payment Right with a Contingent Payment Right Share Number avoidance of doubt, the Second Closing CPR Share Number; provided, that if shall not occur at any time after the Stockholder Approval and all Communications Regulatory Approvals shall have been received, end of the Company shall instead deliver to Request Period without the Investor certificates or book-entry statements representing prior written approval of the number of shares of Common Stock set forth Purchaser (which may be granted in Section 2.2(b)(iiits sole discretion), and the Company shall execute and deliver the Securities Issuance Deliverables with respect to the Common Stock to the Investor.