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. The consummation (i) Subject to Section 5.4(c), during the period from the date of this Agreement until the delivery of the Second Purchase Price Payment and earlier of the Second Closing Securities Date and any termination of this Agreement pursuant to ARTICLE IX, except (w) as permitted under, contemplated by or approved under this Agreement or any other Transaction Agreement (including the “Second Closing”) shall take place at the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ at 10:00 a.m. (local timeManufacturing and Sale Agreement), (x) as soon the Buyer Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), (y) as practicablerequired by applicable Law, but no later than or (z) as set forth on Schedule 5.4(b), the date that is two Seller Parent shall, and shall cause the Sellers and its other controlled Affiliates to: (A) conduct the NAND Business in all material respects in the ordinary course of business; and (B) maintain (1) the tangible Second Closing Transferred Assets in their condition as of the First Closing Date, ordinary wear and tear excepted, (2) business days insurance upon the Second Closing Transferred Assets in such amounts and of such kinds comparable to that in effect on the First Closing Date, and (3) their respective commercial relationships with customers, suppliers and other Persons with whom any Seller deals in connection with the NAND Business in the ordinary course. (ii) Subject to Section 5.4(c), during the period from the First Closing Date until the earlier of the Second Closing Date and any termination of this Agreement pursuant to ARTICLE IX, except (w) as expressly permitted under, contemplated by or approved under this Agreement or any other Transaction Agreement (including the Manufacturing and Sale Agreement), (x) as the Buyer Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law, or (z) as set forth on Schedule 5.4(b), the Seller Parent shall not, and shall cause the Sellers and its other controlled Affiliates not to, in connection with the NAND Business and the Second Closing Transferred Assets, take any of the following actions, as applicable: (A) enter into, adopt, amend or terminate any OpCo Employee Plan; provided that, for the satisfaction avoidance of doubt, the Seller Parent or waiver its Affiliates shall continue to provide compensation and benefits for the NAND Business Employees under its compensation and benefits programs (other than OpCo Employee Plans) until such time after the First Closing as the Seller Parent or its Affiliates and the Buyer Parent or its Affiliates elect to establish OpCo Employee Plans; provided, however, the Seller Parent and its Affiliates (other than OpCo) shall be permitted to enter to any agreement or other arrangement with any NAND Business Employee relating to any stay, retention, transaction or other similar bonus or award in respect of the Second Closing Transaction and to the extentextent of any conflict between this Section 5.4(b)(ii)(A) and any provision of any other Transaction Agreement (including the Manufacturing and Sale Agreement), this Section 5.4(b)(ii)(A) shall control, provided that the Liability for any such bonus or award shall not be a Second Closing Assumed Liability; (B) except as required by applicable Law or Labor Agreement or the terms of an Employee Plan as in effect as of the date of this Agreement or adopted in accordance with the terms hereof, (i) enter into, adopt, amend or terminate any Employee Plan (or any plan or agreement that would be an Employee Plan if in effect on the date hereof), other than the adoption, entry into, amendment or termination of any Employee Plan that (x) is not targeted only to NAND Business Employees, (y) is in the ordinary course of business or (z) would not be expected to result in a material increase in Liability to the Buyer Parent, Buyer or their Affiliates, (ii) transfer the employment of any NAND Business Employee such that the employee would no longer meet the criteria necessary to qualify as a NAND Business Employee other than as a result of such NAND Business Employee (other than a Key Employee or Senior Business Employee who is a NAND Business Employee who has received and accepted an offer of employment from the Buyer Parent or one of its Affiliates, except with the consent of the general manager of the employer of such NAND Business Employee) applying and being selected in a competitive process not targeted at NAND Business Employees, (iii) terminate the employment of any NAND Business Employee other than for cause or, for those NAND Business Employees other than any Key Employee and Senior Business Employee who has received and accepted an offer of employment from the Buyer Parent or one of its Affiliates, in the ordinary course of business consistent with past practices, (iv) hire any individual for the NAND Business who would be a NAND Business Employee if such individual was employed by the Sellers or their Affiliates as of the date hereof, or transfer the employment of any individual employed by the Sellers or their Affiliates such that the individual would become a NAND Business Employee, in either case, other than a Core Division NAND Employee as contemplated by Section 6.1(a) or to replace any NAND Business Employee (except for the replacement of any Key Employee) whose employment terminates voluntarily or terminates or transfers in accordance with clauses (ii) or (iii) hereof and with compensation and benefits substantially similar to those provided to similarly situated NAND Business Employees; (C) to the extent relating to the NAND Business Employees, (i) enter into any negotiation in respect of, enter into or amend any Labor Agreement or (ii) recognize or certify any Employee Representative Body; (D) except as necessary in the ordinary conduct of the Business consistent with past practice, (i) grant or acquire, agree to grant to or acquire from any Person, or, except as set forth in clause (F) of this Section 5.4(b)(ii), dispose of or permit to lapse any rights to any material Intellectual Property Rights (other than other than Contracts pursuant to which the Seller Parent (or any of its Affiliates) grants a License to a company-wide portfolio of Patents owned, controlled or licensable by the Seller Parent (or any of its Affiliates)), or disclose or agree to disclose to any Person, other than representatives of the Buyer Parent, any Trade Secret, or (ii) compromise, settle or agree to settle, or consent to judgment in, any one or more Actions or institute any Action concerning any material Intellectual Property Rights of the NAND Business; (E) grant, modify or terminate any rights, or enter into any Contract, that would prevent, restrict or conflict with the entry into or the grant of any rights or licenses under, or the performance of, any of the terms of the NAND IP License Agreement; (F) except in the ordinary course of business consistent with past practice, fail to (1) pay any annuity, maintenance or other fee or file any document in connection with granted patents, registered trademarks, and only registered copyrights included in the Transferred NAND IP or (2) diligently prosecute and respond to the extentany office action when due (subject to extension of such due date, as permitted by applicable Law) in connection with any pending patent application included in the Transferred NAND IP; provided that the Seller Parent may abandon a patent application after it has been finally rejected or when the next step for that application is to appeal a rejection; (G) unless required by applicable Law, (I) change any material Tax election, (II) make any material Tax election (to the extent making such election requires the filing of a Tax Return), (III) file any Tax Return other than in the ordinary course of business consistent with past practices, or any amended Tax Return, or (IV) apply for, obtain, or enter into any Tax ruling, closing agreement or other similar Contract, agreement or arrangement with a Governmental Entity, if, in the case of the conditions set forth in Section 7foregoing clauses (I) - (IV), such action would reasonably be expected to increase the liability of the Buyer Parent or any of its Affiliates (including, after the Second Closing, OpCo) for Taxes that are not Retained Tax Liabilities; (H) sell, dispose, encumber or pledge any of the equity interests of OpCo or grant options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitments of any kind with respect to such equity interests, or at such grant any rights to purchase or acquire equity interests of OpCo; or (I) declare, set aside or make any payment or distribution of cash or other time and place as the Company and the Investor shall mutually agree property with respect to OpCo’s outstanding capital stock or other equity interests in writing (the “Second Closing Date”). In lieu excess of an in-person amount equal to (I) the Deferred Revenue Amount minus (II) all Taxes imposed on China OpCo in connection with the receipt or recognition of income resulting from the Deferred Revenue Amount (including any such Taxes reasonably expected to be imposed on China OpCo after the Second Closing) minus (III) any amount of the Deferred Revenue Amount previously distributed by, or transferred out of, OpCo minus (IV) all Taxes reasonably expected to be imposed on China OpCo or the direct equityholder of China OpCo in connection with any distribution of any portion of the Deferred Revenue Amount (as reduced pursuant to clauses (II) through (III)) after the Second Closing. (iii) Notwithstanding the foregoing, nothing in this Section 5.4(b) shall prohibit or otherwise restrict in any way the operation of the business of the Seller Parent or any of its Subsidiaries, except solely with respect to the conduct of the NAND Business, the Second Closing may instead be accomplished by e-mail (Transferred Assets as expressly provided 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 this 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)(ii5.4(b), and nothing contained herein shall give the Company shall execute and deliver Buyer Parent or any Buyer any right to manage, control, direct or be involved in the Securities Issuance Deliverables with respect to management of the Common Stock to the InvestorSeller Parent or any Seller at any time.

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 (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 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. (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. The consummation of the delivery of the Second Purchase Price Payment and of the Second Closing Securities second closing (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) Purchaser on the fourteenth business days day 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 this section 4.2. (a) The obligation of the Company and the Investor shall mutually agree in writing (the “Second Closing Date”). In lieu of an in-person Second Closing, Purchaser to consummate the Second Closing may instead be accomplished by e-mail (in PDF format) transmission is subject to the respective offices of legal counsel for fulfillment or waiver by the parties hereto Purchaser of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered as promptly as practicable following conditions on the Second Closing. At date of the Second Closing: (ai) on or before December 14, 2008, the First Precedent Condition was completed; (ii) all the Company’s and Shareholders’ representations and warranties in this agreement were true and correct on the date of this agreement, and shall be true and correct in all material respects at the Second Closing as if made again at and as of that time save for any matter incorrect because of subsequent action by the Purchaser since First Closing; (iii) the Note Company and the Securities Issuance Deliverables with respect Shareholders shall have performed and carried out all the covenants and other provisions in this agreement, required to the Note shall be automatically released from the Escrow to the Investor (unless the Note has have been issued, sold performed and delivered (through release from the Escrow) to the Investor carried out by it prior to the Second Closing accordance with Section 2.3(except that breach thereof which is not material breach shall not prevent the performance of the Second Closing); (biv) if (x) the FCC Approval there shall have been received not be in effect any injunction or (y) the FCC Approval shall no longer be required as restraining order issued by a result court of competent jurisdiction in any action or proceeding against the consummation of the FCC Licenses Disposal Actions, transactions contemplated by this agreement; and (v) the Company shall file with have delivered to the Secretary Purchaser a certificate of State of an executive officer or certificate signed by the State of Delaware Permitted Transferees or their officers, as the Series A Certificate of Designations;case maybe, confirming that the conditions specified in clauses (ii) through (v) above have been fulfilled. (b) At the Second Closing, the Purchaser shall issue to the Company or its Permitted Transferees Debenture A. (c) The obligations to consummate the Second Closing and the Third Closing may be terminated at any time prior to the Second Closing: (i) by a written agreement between the Company and the Purchaser; or (ii) by the Purchaser, if (x) the FCC Approval any condition specified in this section 4.2 shall not have been received satisfied or (y) waived in writing by the FCC Approval shall no longer be required as a result of Purchaser on or before the consummation of the FCC Licenses Disposal Actions, the Investor shall make payment date 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 InvestorClosing.