Common use of Second Closing Clause in Contracts

Second Closing. i. At the Second Closing (which, for the avoidance of doubt, shall occur on the Second Closing Date), upon the terms set forth herein, the Company hereby agrees to issue and sell to each Major Purchaser, and each Major Purchaser agrees to purchase from the Company, severally and not jointly, the number of shares of Common Stock determined by multiplying (a) the percentage set forth opposite such Major Purchaser’s name on Exhibit B hereto (the “Second Closing Percentage”) by (b) the number of shares of Common Stock determined by dividing $50,000,000 by the Second Closing Purchase Price, and rounded down to the nearest whole share (such shares, collectively, the “Second Closing Common Shares”), at a purchase price per share equal to the Second Closing Purchase Price; provided, however, that, at the election of any Major Purchaser, such Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock at a purchase price per share equal to the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from the Company pursuant to this Section 2.3(i) (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”, and the Second Closing Common Shares together with all Second Closing Preferred Shares, the “Second Closing Shares”). The Company shall provide each Major Purchaser written notice of the amount of such Major Purchaser’s Second Closing Common Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price, and such Major Purchaser shall notify the Company as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing Date, and (ii) the representations and warranties of the Major Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date. ii. At the Second Closing, each Major Purchaser shall deliver to the Company via wire transfer or certified check immediately available funds equal to its aggregate purchase price for the Second Closing Shares and the Company shall deliver to each Major Purchaser certificate(s) representing its respective Second Closing Shares. iii. In the event that a Major Purchaser fails to purchase at the Second Closing the total number of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein as a “Non-Participating Major Purchaser”), then the Initial Warrant held by such Major Purchaser shall automatically terminate and be of no further force or effect. iv. Notwithstanding anything set forth in this Agreement to the contrary: (i) if, on the Second Closing Date, the Second Closing Purchase Price would be less than $4.70 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the Effective Date), the Company may elect, at its sole option (and as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed by the Company’s Chief Executive Officer or Chief Financial Officer of its election not to consummate the Second Closing, in which event the Second Closing shall not occur and the Company’s obligation to issue and sell the Second Closing Shares to each Major Purchaser shall automatically terminate and be of no further force or effect and each Major Purchaser’s obligation to purchase the Second Closing Shares shall terminate and be of no further force or effect; (ii) in the event that, prior to the Second Closing, the Company effects an Applicable Capital Raising Transaction, then, at the Company’s sole option (which option shall be triggered by the Company delivering a written notice to each Major Purchaser at least 10 calendar days prior to the Second Closing Date (any such notice, the “Reduction Notice”)), the aggregate number of Second Closing Common Shares to be sold to the Major Purchasers at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down to the nearest whole share), which amount will be reflected in such Reduction Notice along with a schedule showing the amount of each Major Purchaser’s Second Closing Common Shares; and (iii) the amount of each Major Purchaser’s Second Closing Common Shares shall automatically be reduced to the extent required to ensure that following the Second Closing, no Major Purchaser (together with such Major Purchaser’s affiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with such Major Purchaser for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which such Major Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to the Second Closing.

Second Closing. i. At the Second Closing (which, for the avoidance of doubt, shall occur on On the Second Closing Date), upon the terms and subject to the conditions set forth herein, the Company hereby agrees to issue and sell to each Major Purchasersell, and each Major Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, agree to purchase, an aggregate of $1,833,333 of Placed ADSs, Pre-Funded Warrants, as applicable, Series H Warrants, Series I Warrants and Series J Warrants at the number of shares of Common Stock determined by multiplying (a) the percentage set forth opposite such Major Purchaser’s name on Exhibit B hereto Per Placed ADS Purchase Price (the “Second Closing PercentageClosing”) by ); provided that to the extent a Purchaser determines, in its sole discretion, that such Purchaser (b) the number of shares of Common Stock determined by dividing $50,000,000 by the Second Closing Purchase Pricetogether with such Purchaser’s Affiliates, and rounded down any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing ADSs, such Purchaser may elect upon execution of this Agreement to purchase Pre-Funded Warrants in lieu of Placed ADSs in such manner to result in the same aggregate purchase price being paid by such Purchaser to the nearest whole share (such shares, collectivelyCompany. In each case, the “Second Closing Common Shares”), at a purchase price per share equal election to the Second Closing Purchase Price; provided, however, that, receive Pre-Funded Warrants is solely at the election of any Major Purchaser, such Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock at a purchase price per share equal to the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from the Company pursuant to this Section 2.3(i) (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”, and the Second Closing Common Shares together with all Second Closing Preferred Shares, the “Second Closing Shares”). The Company shall provide each Major Purchaser written notice option of the amount of such Major Purchaser’s Second Closing Common Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price, and such Major Purchaser shall notify the Company as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing Date, and (ii) the representations and warranties of the Major Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date. ii. At the Second Closing, each Major Each Purchaser shall deliver to the Company Company, via wire transfer or certified check transfer, immediately available funds equal to its aggregate purchase price for such Purchaser’s Second Subscription Amount as set forth on the Second Closing Shares signature page hereto, and the Company shall deliver to each Major Purchaser certificate(s) representing its respective Second Closing Shares. iii. In Placed ADSs and Pre-Funded Warrants, as applicable, Series H Warrants, Series I Warrants and Series J Warrants as determined pursuant to and in accordance with Sections 2.2(a), 2.2(b) or 2.2(c), and the event that a Major Company and each Purchaser fails to purchase shall deliver the other items set forth in Section 2.2(a) and (b) deliverable at the Second Closing Closing. Upon satisfaction of the total number of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein as a “Non-Participating Major Purchaser”), then the Initial Warrant held by such Major Purchaser shall automatically terminate covenants and be of no further force or effect. iv. Notwithstanding anything conditions set forth in this Agreement to the contrary: Sections 2.2(a) and (ib) if, on the Second Closing Dateand 2.3, the Second Closing Purchase Price would be less than $4.70 per share (shall occur remotely via the electronic exchange of all closing deliverables, or as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the Effective Date), the Company may elect, at its sole option (and as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed by the Company’s Chief Executive Officer or Chief Financial Officer of its election not to consummate the Second Closing, in which event the Second Closing parties shall not occur and the Company’s obligation to issue and sell the Second Closing Shares to each Major Purchaser shall automatically terminate and be of no further force or effect and each Major Purchaser’s obligation to purchase the Second Closing Shares shall terminate and be of no further force or effect; (ii) in the event that, prior to the Second Closing, the Company effects an Applicable Capital Raising Transaction, then, at the Company’s sole option (which option shall be triggered by the Company delivering a written notice to each Major Purchaser at least 10 calendar days prior to the Second Closing Date (any such notice, the “Reduction Notice”)), the aggregate number of Second Closing Common Shares to be sold to the Major Purchasers at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down to the nearest whole share), which amount will be reflected in such Reduction Notice along with a schedule showing the amount of each Major Purchaser’s Second Closing Common Shares; and (iii) the amount of each Major Purchaser’s Second Closing Common Shares shall automatically be reduced to the extent required to ensure that following the Second Closing, no Major Purchaser (together with such Major Purchaser’s affiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with such Major Purchaser for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which such Major Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to the Second Closingotherwise mutually agree.

Second Closing. i. At The obligation of Lead Buyer Counsel to release the Second Closing (which, Purchase Price to the Company in consideration for the avoidance Company issuing to the Buyers their applicable number of doubtshares of Series C Preferred Stock at the Second Closing, shall occur on is subject to the satisfaction, at or before the Second Closing Date), upon of each of the terms set forth hereinfollowing conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company hereby agrees with prior written notice thereof: (i) The Company shall have delivered to issue and sell to each Major Purchaser, and each Major Purchaser agrees to purchase from the Company, severally and not jointly, the such Buyer such aggregate number of shares of Common Series C Preferred Stock determined by multiplying (a) the percentage set forth opposite such Major Purchaser’s name on Exhibit B hereto (the “Second Closing Percentage”) by (b) the number of shares of Common Stock determined by dividing $50,000,000 by in certificated form at the Second Closing Purchase Price, and rounded down to as set forth across from such Buyer’s name in column (4) of the nearest whole share Schedule of Buyers. (such shares, collectively, the “Second Closing Common Shares”), at a purchase price per share equal ii) On or prior to the Second Closing Purchase Price; providedDate, however, that, at the election of any Major Purchaser, such Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock after appearance at a purchase price per share equal to hearing panel of the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from the Company pursuant to this Section 2.3(i) (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”, and the Second Closing Common Shares together with all Second Closing Preferred SharesPrincipal Market, the “Second Closing Shares”). The Company Principal Market shall provide each Major Purchaser written notice of the amount of such Major Purchaser’s Second Closing Common Shares as promptly as possible following have approved the Company’s calculation request for continued listing, subject to (i) receipt of the Second Closing Purchase PricePrice pursuant to Section 1(d)(ii) hereof as a result of the transaction contemplated pursuant to the Transaction Documents, and such Major Purchaser shall notify for purpose of compliance with the Company as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made at the Second Closing shall be made on the terms and conditions minimum continued listing standards set forth in this Agreement, provided that (iListing Rule 14.9(e)(2) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing DatePrincipal Market, and (ii) the representations and warranties Company’s effectuation of a reverse stock split of its outstanding shares of Common Stock in order to regain compliance with the minimum bid price requirement under Listing Rule 14.9(e)(1)(B) of the Major Purchasers participating in Principal Market (the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date“Minimum Bid Price Requirement”). ii. At the Second Closing, each Major Purchaser shall deliver (iii) On or prior to the Company via wire transfer or certified check immediately available funds equal to its aggregate purchase price for the Second Closing Shares and the Company shall deliver to each Major Purchaser certificate(s) representing its respective Second Closing Shares. iii. In the event that a Major Purchaser fails to purchase at the Second Closing the total number of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein as a “Non-Participating Major Purchaser”), then the Initial Warrant held by such Major Purchaser shall automatically terminate and be of no further force or effect. iv. Notwithstanding anything set forth in this Agreement to the contrary: (i) if, on the Second Closing Date, the Second Closing Purchase Price would be less than $4.70 per share Company shall have executed and delivered the Registration Rights Agreement to each Buyer. (as adjusted for any stock dividendsiv) Such Buyer shall have received a letter on the letterhead of the Company, combinations, splits, recapitalizations and the like after the Effective Date), the Company may elect, at its sole option (and as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed duly executed by the Company’s Chief Executive Officer or Chief Financial Officer of its election not to consummate the Second ClosingCompany, in which event setting forth the Second Closing shall not occur wire amounts of each Buyer and the wire transfer instructions of the Company’s obligation , and of Lead Buyer Counsel with respect to issue and sell the Second Special Account, for such Closing Shares to each Major Purchaser shall automatically terminate and be (the “Flow of no further force or effect and each Major Purchaser’s obligation to purchase the Second Closing Shares shall terminate and be of no further force or effect;Funds Letter”). (iiv) in The Company shall have delivered to such Buyer a copy of the event that, prior Irrevocable Transfer Agent Instructions with respect to the Second ClosingConversion Shares and Dividend Shares, the Company effects an Applicable Capital Raising Transaction, then, at the Company’s sole option (which option instructions shall be triggered have been delivered to and acknowledged in writing by the Transfer Agent. (vi) The Company delivering shall have submitted an application or notification for listing of additional shares or an equivalent submission with the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Dividend Shares. (vii) All other conditions for a written notice Closing specified in Section 7(a) hereof shall have been satisfied, subject to each Major Purchaser at least 10 calendar days prior to the Second Closing Date (such Buyer’s express waiver of any such notice, the “Reduction Notice”)), the aggregate number of Second Closing Common Shares to be sold to the Major Purchasers at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down to the nearest whole share), which amount will be reflected in such Reduction Notice along with a schedule showing the amount of each Major Purchaser’s Second Closing Common Shares; and (iii) the amount of each Major Purchaser’s Second Closing Common Shares shall automatically be reduced to the extent required to ensure that following the Second Closing, no Major Purchaser (together with such Major Purchaser’s affiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with such Major Purchaser for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which such Major Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to the Second Closingcondition.

Second Closing. i. At (a) Notwithstanding anything herein or the Purchase Agreement to the contrary, in connection with the Second Closing Closing, which is to occur within two Business Days of the date hereof, the Additional Purchaser agrees to purchase, and the Company agrees to sell and issue to the Additional Purchaser, an aggregate amount of up to an additional 2,500 shares of Series D Preferred Stock (whichsuch shares, for the avoidance “Additional Series D Shares”) at a purchase price of doubt, shall occur $800 per share as set forth on the Second Closing Datesignature page hereto (the “Additional Subscription Amount”), upon payable by wire transfer of immediately available funds in accordance with the terms wire instructions provided by the Company, which Additional Subscription Amount shall be held by the Company in the Segregated Account pursuant to the Purchase Agreement, but subject to Section 2.5 of the Purchase Agreement as amended by Section 4 of this Amendment. Except as expressly set forth herein, the purchase and sale of the Additional Series D Shares shall be made on the same terms and subject to the same conditions as the purchase and sale of the Series D Shares at the Initial Closing. (b) At or prior to the Second Closing: i. the Company hereby agrees shall have adopted and filed with the Delaware Secretary of State, the First Amendment to issue Certificate of Designations, Preferences and sell Rights of the Series D Convertible Preferred Stock of Digital Brands Group, Inc., in substantially the form of Exhibit A attached hereto (the “First Amendment to each Major Purchaserthe Series D COD”), and each Major Purchaser agrees which First Amendment to purchase from the Company, severally and not jointly, Series D COD (i) increases the number of shares of Common Series D Preferred Stock determined by multiplying (a) the percentage set forth opposite such Major Purchaser’s name on Exhibit B hereto (the “Second Closing Percentage”) by (b) the number of shares of Common Stock determined by dividing $50,000,000 issuable by the Second Closing Purchase Price, Company from 15,000 shares to 17,500 shares in order to accommodate the sale and rounded down issuance of the Additional Series D Shares to the nearest whole share (such shares, collectively, the “Second Closing Common Shares”), at a purchase price per share equal to the Second Closing Purchase Price; provided, however, that, at the election of any Major Purchaser, such Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock at a purchase price per share equal to the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from the Company pursuant to this Section 2.3(i) (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”, and the Second Closing Common Shares together with all Second Closing Preferred Shares, the “Second Closing Shares”). The Company shall provide each Major Purchaser written notice of the amount of such Major Purchaser’s Second Closing Common Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price, and such Major Purchaser shall notify the Company as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made Purchasers at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing DateClosing, and (ii) amends the representations and warranties definition of the Major Purchasers participating Stated Value (as defined in the Second Closing set forth in Section 3.2 hereof shall speak as Series D COD) from $1,000 to $1,150 per share of the Second Closing Date.Series D Preferred Stock; ii. At the Second Closing, each Major Purchaser Parties shall deliver have executed and delivered an amendment to the RRA in substantially the form of Exhibit B attached hereto; iii. the Company shall have received Notices of Exercise for Warrants in the minimum amount of $300,000 to be paid by Purchasers exercising such Warrants via wire transfer or certified check of immediately available funds equal pursuant to its aggregate purchase price for the Second Closing Shares wire instructions delivered by the Company to the Purchasers in accordance with the terms and provisions of the Warrants, and the Purchasers shall have received any securities issuable upon such exercise of the Warrants; iv. the Company shall deliver to each Major have received the Additional Subscription Amount from the Additional Purchaser certificate(s) representing its respective Second Closing Shares. iii. In by wire transfer of immediately available funds in accordance with the event that a Major Purchaser fails to purchase at the Second Closing the total number of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein as a “Non-Participating Major Purchaser”), then the Initial Warrant held by such Major Purchaser shall automatically terminate and be of no further force or effect. iv. Notwithstanding anything set forth in this Agreement to the contrary: (i) if, on the Second Closing Date, the Second Closing Purchase Price would be less than $4.70 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the Effective Date), the Company may elect, at its sole option (and as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed wire instructions provided by the Company’s Chief Executive Officer or Chief Financial Officer ; v. the Company shall have obtained Shareholder Approval via the written consent of its election not to consummate the Second Closing, in which event the Second Closing shall not occur and the Company’s obligation to issue shareholders (the “Shareholder Consent”) and sell the Second Closing Shares to each Major Purchaser shall automatically terminate and be delivered evidence of no further force or effect and each Major Purchaser’s obligation to purchase the Second Closing Shares shall terminate and be of no further force or effect; (ii) in the event that, prior such Shareholder Consent to the Second Closing, the Company effects an Applicable Capital Raising Transaction, then, at the Company’s sole option (which option shall be triggered by the Company delivering a written notice to each Major Purchaser at least 10 calendar days prior to the Second Closing Date (any such notice, the “Reduction Notice”)), the aggregate number of Second Closing Common Shares to be sold to the Major Purchasers at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down to the nearest whole share), which amount will be reflected in such Reduction Notice along with a schedule showing the amount of each Major Purchaser’s Second Closing Common SharesPurchasers; and (iii) vi. the amount of each Major Purchaser’s Second Closing Common Additional Series D Shares shall automatically be reduced have been issued to the extent required to ensure that following the Second Closing, no Major Additional Purchaser (together with such Major Purchaser’s affiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with such Major Purchaser for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which such Major Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to the Second Closingas set forth herein.

Second Closing. i. At Subject to the Second Closing (which, for the avoidance terms and conditions of doubt, shall occur on the Second Closing Date), this Agreement and upon the terms set forth hereinapproval of upon the Company’s Board of Directors and the holders of a majority in interest of the then outstanding Series D Preferred Stock, the Company hereby agrees to issue and sell to each Major Purchasers (or any affiliate of a Purchaser, and each Major Purchaser agrees to purchase from the Company) agree, severally and not jointly, the number of shares of Common Stock determined by multiplying (a) the percentage set forth opposite such Major Purchaser’s name on Exhibit B hereto (the “Second Closing Percentage”) by (b) the number of shares of Common Stock determined by dividing $50,000,000 by the Second Closing Purchase Price, and rounded down to the nearest whole share (such shares, collectively, the “Second Closing Common Shares”), at a purchase price per share equal to the Second Closing Purchase Price; provided, however, that, at the election of any Major Purchaser, such Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock at a purchase price per share equal to the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from the Company pursuant to this Section 2.3(i) (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”purchase, and the Second Closing Common Shares together with all Second Closing Company agrees to sell and issue up to 266,099 shares of Series D Preferred SharesStock to Emergence Capital Partners, the “Second Closing Shares”). The Company shall provide L.P., Emergence Capital Associates, L.P., and Emergence Capital Partners SBIC, L.P. (or any affiliate thereof) and up to 532,198 shares of Series D Preferred Stock to each Major Purchaser written notice stockholder who holds shares of the amount of such Major Purchaser’s Second Closing Common Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price, and such Major Purchaser shall notify the Company as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only Stock as of the Initial Closing Date, (or any affiliate thereof) on a pro rata basis at the price and on the terms set forth herein at a single subsequent closing (ii) the representations and warranties “Subsequent Closing”). Upon payment of the Major Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date. ii. At the Second Closing, each Major Purchaser shall deliver to the Company via wire transfer or certified check immediately available funds equal to its aggregate purchase price for the Second Closing Shares Series D Preferred Stock being purchased and execution of a signature page counterpart to this Agreement and the Company shall deliver to each Major Purchaser certificate(s) representing its respective Second Closing Shares. iii. In Third Amended and Restated Investor Rights Agreement of even date herewith and attached hereto as Exhibit D (the event that a Major Purchaser fails to purchase at the Second Closing the total number of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein as a “Non-Participating Major PurchaserInvestor Rights Agreement”), then the Initial Warrant held by Third Amended and Restated Voting Agreement of even date herewith and attached hereto as Exhibit E (the “Voting Agreement”), and the Third Amended and Restated Co-Sale Agreement of even date herewith and attached hereto as Exhibit F (the “Co-Sale Agreement” and together with the Investor Rights Agreement and the Voting Agreement the “Investment Agreements”), and without need for an amendment hereto or thereto except to add such Major Purchaser shall automatically terminate and be of no further force or effect. iv. Notwithstanding anything set forth in Purchaser’s name to Exhibit A to this Agreement and to the contrary: (i) ifappropriate exhibits of the Investment Agreements, on the Second Closing Date, the Second Closing Purchase Price would be less than $4.70 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations such purchaser shall become a party to this Agreement and the like after the Effective Date)Investment Agreements, the Company may elect, at its sole option (and as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed by the Company’s Chief Executive Officer or Chief Financial Officer of its election not to consummate the Second Closing, in which event the Second Closing shall not occur and the Company’s obligation to issue and sell the Second Closing Shares to each Major Purchaser shall automatically terminate and be of no further force or effect and each Major Purchaser’s obligation to purchase the Second Closing Shares shall terminate and be of no further force or effect; (ii) in the event that, prior to the Second Closing, the Company effects an Applicable Capital Raising Transaction, then, at the Company’s sole option (which option shall be triggered by the Company delivering deemed a written notice to each Major Purchaser at least 10 calendar days prior to the Second Closing Date (any such notice, the “Reduction Notice”)), the aggregate number of Second Closing Common Shares to be sold to the Major Purchasers at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down to the nearest whole share), which amount will be reflected in such Reduction Notice along with a schedule showing the amount of each Major Purchaser’s Second Closing Common Shares; and (iii) the amount of each Major Purchaser’s Second Closing Common Shares shall automatically be reduced to the extent required to ensure that following the Second Closing, no Major Purchaser (together with such Major Purchaser’s affiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with such Major Purchaser ” for purposes of Section 13(d) or Section 16 this Agreement and the Investment Agreements, in each case as of the Exchange Act and the applicable regulations date of the Commission, including any “group” of which such Major Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to the Second Closing.

Second Closing. i. At Upon the terms and subject to the conditions set forth in this Agreement, the second closing (the Second Closing ) shall take place within five (5) days following the Milestone Target Payment Date applicable to Milestone 1 (as defined in the Joint Development Agreement) upon the satisfaction of the conditions set forth in Section 5.2 and Section 6.2 applicable to the Second Closing (which, for or such other time and place as the avoidance of doubt, shall occur on Parties may agree) (the Second Closing DateDate ). At the Second Closing, the following shall occur: (a) in the event the Purchaser elects to purchase Series B Preferred at the Second Closing, the Purchaser shall deliver to the Company an amount in United States dollars ( U.S. Dollars ) in immediately available funds that is not greater than the Maximum Total Series B Investment (such actual amount being the Second Closing Payment ), upon the terms set forth hereinand, in exchange therefor, the Company hereby agrees to shall issue and sell to each Major the Purchaser, and each Major the Purchaser agrees shall accept (subject to purchase from Section 1.9), a number of shares of Series B-1 Preferred equal to (x) the CompanySecond Closing Payment divided by (y) the Series B-1 Purchase Price (as defined in the Series B Certificate of Designations); (b) in the event the Purchaser elects to pay to the Company the Second Closing Payment specified above, severally the Company shall execute and not jointlydeliver a warrant substantially in the form of Exhibit G hereto (the Warrant ) in favor of the Purchaser, convertible into such number of shares of Common Stock equal to 25% of the number of shares of Common Stock determined into which the Series B-1 Preferred purchased pursuant to Section 1.2(a) above are convertible on the date of issuance of the Series B-1 Preferred; (c) provided that the Purchaser makes the Minimum Series B Investment at the Second Closing, the Company shall issue to the Purchaser, and the Purchaser may choose to accept (at its sole discretion, subject to Section 1.8 and Section 1.9), such number of shares of Series A-1 Preferred that equal, when combined with such number of the Series B-1 Preferred and Warrants, if any, purchased by multiplying the Purchaser at the Second Closing up to the Minimum Series B Investment, a 4% Ownership Interest. For purposes of clarity, in the event that the Purchaser elects to invest more than the Minimum Series B Investment at the Second Closing, only such number of Series B-1 Preferred and Warrants as would have been purchased with the Minimum Series B Investment shall be counted in determining the 4% Ownership Interest. Notwithstanding the foregoing, the Company shall issue to the Purchaser a number of shares of Series A-1 Preferred with a Series A Liquidation Value equal to at least $1,250,000, regardless of whether such number of shares results in the Purchaser acquiring greater than a 4% Ownership Interest at the Second Closing (abut in no event shall Purchaser acquire greater than a 10% Ownership Interest at the Second Closing, without regard to the Ownership Interest acquired by Purchaser at any prior Closing), provided, however, that, in the event the Purchaser does not elect to pay the Company at least the Minimum Series B Investment at the Second Closing, the Company shall issue to the Purchaser, and the Purchaser shall be entitled to receive, only the greater of (i) a number of shares of Series A-1 Preferred equal to a 2% Ownership Interest, and (ii) a number of shares of Series A-1 Preferred with a Series A Liquidation Value equal to $625,000, but not in any event to exceed a maximum 2% Ownership Interest; (d) the percentage set forth opposite such Major Purchaser’s name on Exhibit B hereto Company shall deliver an Opinion of Counsel applicable to the Second Closing; (e) updated Schedules to this Agreement (which update of the “representations and warranties shall reflect that a Material Adverse Effect has not occurred since the prior Closing); (f) the President of the Company shall deliver to the Purchaser a certificate certifying that the conditions specified in Section 5.2(a) and Section 5.2(b) applicable to the Second Closing Percentage”) by have been fulfilled; (bg) the Company shall reserve a sufficient number of shares of Common Stock determined by dividing $50,000,000 by to account for the conversion of all of the outstanding Preferred Shares plus the exercise of all of the outstanding Warrants (taking into account the Second Closing Purchase Price, and rounded down to the nearest whole share (such shares, collectively, the “Second Closing Common Shares”including any Deferred Securities under Section 1.8 and Excess Shares under Section 1.9), at a purchase price per share equal to the Second Closing Purchase Price; provided, however, that, at the election of any Major Purchaser, such Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock at a purchase price per share equal to the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from the Company pursuant to this Section 2.3(i) (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”, and the Second Closing Common Shares together with all Second Closing Preferred Shares, the “Second Closing Shares”). The Company shall provide each Major Purchaser written notice of the amount of such Major Purchaser’s Second Closing Common Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price, and such Major Purchaser shall notify the Company as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing Date, and (ii) the representations and warranties of the Major Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date. ii. At the Second Closing, each Major Purchaser shall deliver to the Company via wire transfer or certified check immediately available funds equal to its aggregate purchase price for the Second Closing Shares and the Company shall deliver to each Major Purchaser certificate(s) representing its respective Second Closing Shares. iii. In the event that a Major Purchaser fails to purchase at the Second Closing the total number of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein as a “Non-Participating Major Purchaser”), then the Initial Warrant held by such Major Purchaser shall automatically terminate and be of no further force or effect. iv. Notwithstanding anything set forth in this Agreement to the contrary: (i) if, on the Second Closing Date, the Second Closing Purchase Price would be less than $4.70 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the Effective Date), the Company may elect, at its sole option (and as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed by the Company’s Chief Executive Officer or Chief Financial Officer of its election not to consummate the Second Closing, in which event the Second Closing shall not occur and the Company’s obligation to issue and sell the Second Closing Shares to each Major Purchaser shall automatically terminate and be of no further force or effect and each Major Purchaser’s obligation to purchase the Second Closing Shares shall terminate and be of no further force or effect; (ii) in the event that, prior to the Second Closing, the Company effects an Applicable Capital Raising Transaction, then, at the Company’s sole option (which option shall be triggered by the Company delivering a written notice to each Major Purchaser at least 10 calendar days prior to the Second Closing Date (any such notice, the “Reduction Notice”)), the aggregate number of Second Closing Common Shares to be sold to the Major Purchasers at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down to the nearest whole share), which amount will be reflected in such Reduction Notice along with a schedule showing the amount of each Major Purchaser’s Second Closing Common Shares; and (iiih) the amount of each Major Purchaser’s Second Closing Common Shares Company and the Purchaser shall automatically be reduced to the extent required to ensure that following the Second Closing, no Major Purchaser (together with such Major Purchaser’s affiliates, execute and deliver any other person whose beneficial ownership of Common Stock would be aggregated with such Major Purchaser for purposes of Section 13(d) documents and agreements necessary or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which such Major Purchaser is a member (desirable to accomplish the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to the Second Closing.

Second Closing. i. At the The “Second Closing Date” shall mean the date of the issuance and sale of 1,780,149 of the Shares (whichthe “Second Closing Shares”, subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the avoidance of doubtCommon Stock) by the Company to Buyer (the “Second Closing”), which shall occur on or before the date that is fourteen (14) calendar days after the First Effectiveness Date (as defined in this Agreement), at such location as may be agreed to by the Company and Buyer (including via exchange of electronic signatures), subject to the satisfaction (or written waiver) of the conditions thereto set forth in Sections 5 and Section 6 of this Agreement, and the Additional Second Closing Conditions (as defined in this Agreement). On the Second Closing Date), upon the terms set forth herein, the Company hereby agrees to shall issue and sell to each Major Purchaserthe Buyer, and each Major Purchaser the Buyer agrees to purchase from the Company, severally and not jointlythe Second Closing Shares, as further provided in this Agreement. On the number of shares of Common Stock determined by multiplying Second Closing Date: (ai) the percentage set forth opposite such Major Purchaser’s name on Exhibit B hereto Buyer shall pay the purchase price of $1,050,287.91 (the “Second Closing PercentagePurchase Price”) by (b) the number of shares of Common Stock determined by dividing $50,000,000 by for the Second Closing Purchase PriceShares, and rounded down by wire transfer of immediately available funds to the nearest whole share (such sharesCompany, collectively, the “Second Closing Common Shares”), at a purchase price per share equal to the Second Closing Purchase Price; provided, however, that, at the election of any Major Purchaser, such Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock at a purchase price per share equal to the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from the Company pursuant to this Section 2.3(i) (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”, and the Second Closing Common Shares together in accordance with all Second Closing Preferred Shares, the “Second Closing Shares”). The Company shall provide each Major Purchaser written notice of the amount of such Major Purchaser’s Second Closing Common Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price, and such Major Purchaser shall notify the Company written wiring instructions attached hereto as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing DateExhibit E, and (ii) the representations and warranties of the Major Purchasers participating in Company shall issue the Second Closing set forth Shares to the Buyer without any restrictive legend on the Second Closing Date. Further, the Buyer shall withhold $20,000.00 from the Second Purchase Price to cover the Buyer’s legal fees in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, if the Buyer would beneficially own in excess of the Beneficial Ownership Limitation as a result of the issuance of the Second Closing Shares as determined in accordance with Section 3.2 hereof 13(d) of the 1934 Act, then in lieu of receiving the portion of the Second Closing Shares in excess of the Beneficial Ownership Limitation, such Buyer shall speak instead receive pre-funded common stock purchase warrants in the form attached hereto as Exhibit D, to purchase the number of Second Closing Shares in excess of the Beneficial Ownership Limitation (the “Second Closing Pre-Funded Warrants”). The “Additional Second Closing Conditions” shall mean (i) the Company has not breached any covenant, agreement, or other term or condition contained in the Agreement, Registration Rights Agreement (as defined in this Agreement), or any document, agreement, or instrument contemplated thereby, (ii) the Common Stock is listed for trading on the Nasdaq Capital Market (“Nasdaq CM”) and is not suspended or halted from trading, (iii) the Company is in compliance with all of the listing standards of Nasdaq CM, (iv) the initial Registration Statement (as defined in the Registration Rights Agreement) (a) shall be declared effective by the SEC on or before the date that is sixty (60) calendar days from the date of this Agreement and shall still be effective as of the Second Closing Date. ii. At , and (b) shall include all of the First Closing Shares, Common Stock underlying the First Closing Pre-Funded Warrants, Second ClosingClosing Shares, each Major Purchaser shall deliver to the Company via wire transfer or certified check immediately available funds equal to its aggregate purchase price for and Common Stock underlying the Second Closing Shares Pre-Funded Warrants for the Buyer’s resale at prevailing market prices, and (v) Nasdaq official closing price of the Company shall deliver to each Major Purchaser certificate(s) representing its respective Second Closing Shares. iii. In the event that a Major Purchaser fails to purchase Common Stock must be at the Second Closing the total number of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein as a “Non-Participating Major Purchaser”), then the Initial Warrant held by such Major Purchaser shall automatically terminate and be of no further force or effect. iv. Notwithstanding anything set forth in this Agreement to the contrary: (i) if, on the Second Closing Date, the Second Closing Purchase Price would be less than least $4.70 1.20 per share (as adjusted subject to appropriate adjustments for any stock dividendsdividend, combinationsstock split, splitsstock combination, recapitalizations and rights offerings, reclassification or similar transaction that proportionately decreases or increases the like after Common Stock) on each of the Effective Date), the Company may elect, at its sole option five (and 5) Trading Days (as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed by the Company’s Chief Executive Officer or Chief Financial Officer of its election not to consummate the Second Closing, defined in which event the Second Closing shall not occur and the Company’s obligation to issue and sell the Second Closing Shares to each Major Purchaser shall automatically terminate and be of no further force or effect and each Major Purchaser’s obligation to purchase the Second Closing Shares shall terminate and be of no further force or effect; (iithis Agreement) in the event that, prior to the Second Closing, the Company effects an Applicable Capital Raising Transaction, then, at the Company’s sole option (which option shall be triggered by the Company delivering a written notice to each Major Purchaser at least 10 calendar days prior to the Second Closing Date (Date. “Trading Day” shall mean any such notice, the “Reduction Notice”)), the aggregate number of Second Closing Common Shares to be sold to the Major Purchasers at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down to the nearest whole share), which amount will be reflected in such Reduction Notice along with a schedule showing the amount of each Major Purchaser’s Second Closing Common Shares; and (iii) the amount of each Major Purchaser’s Second Closing Common Shares shall automatically be reduced to the extent required to ensure day that following the Second Closing, no Major Purchaser (together with such Major Purchaser’s affiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with such Major Purchaser for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which such Major Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock are listed for trading on the Nasdaq CM. “First Effectiveness Date” shall mean the first date that the initial Registration Statement (as defined in excess of 19.99% of the number of shares of Registration Rights Agreement (as defined in this Agreement)) is declared effective by the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to the Second ClosingSEC.

Second Closing. i. At (a) Subject to the Second Closing (which, for satisfaction of each of the avoidance of doubt, shall occur on the Second Closing Date), upon the terms conditions set forth hereinin PARAGRAPH (C) below, on a date and at a place mutually acceptable to the Company and TIG but in no event more than three (3) business days following satisfaction of the condition set forth in clause (i) of PARAGRAPH (C) below, the Company hereby agrees to will issue and sell to each Major PurchaserTIG, and each Major Purchaser agrees to TIG will purchase from the Company, severally and not jointly2,912,908 shares of Series I Preferred Stock (the "SERIES I PREFERRED SHARES" and, together with the Class B Shares, the number of shares of Common Stock determined by multiplying (a) the percentage set forth opposite such Major Purchaser’s name on Exhibit B hereto (the “Second Closing Percentage”) by (b) the number of shares of Common Stock determined by dividing $50,000,000 by the Second Closing Purchase Price, and rounded down to the nearest whole share (such shares, collectively, the “Second Closing Common Shares”"PURCHASED SHARES"), at a purchase price of $1.00 per share equal share. At the closing of the purchase and sale of the Series I Preferred Shares under this Section (the "SECOND CLOSING"), the Company shall deliver to TIG a certificate or certificates representing the Series I Preferred Shares registered in the name of TIG, and TIG shall pay the aggregate purchase for the Series A Preferred Shares by (i) paying to the Second Closing Purchase Price; provided, however, that, at the election of any Major Purchaser, such Major Purchaser may alternatively purchase from Company $2,000,000 by wire transfer in immediately available United States funds to an account designated by the Company one share of Series X Preferred Stock at a purchase price per share equal and (ii) delivering to the Second Closing Preferred Purchase Price Company for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from cancellation the Company pursuant to this Section 2.3(i) B Note (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”, and defined in the Second Closing Common Shares together with all Second Closing Preferred Shares, the “Second Closing Shares”Term Loan Agreement). The Company shall provide each Major Purchaser written notice of cancel the amount of such Major Purchaser’s Second Closing Common Shares as promptly as possible following B Note upon receipt thereof and the Company’s calculation of the Second Closing Purchase Price, and such Major Purchaser shall notify the Company as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made at the Second Closing B Note shall be made on the terms and conditions set forth deemed discharged in this Agreementfull. In addition, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing Date, and (ii) the representations and warranties of the Major Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date. ii. At at the Second Closing, each Major Purchaser the Company shall exchange, on a share for share basis, all of the Class B Shares held by TIG for shares of Common Stock (the "EXCHANGE"). TIG shall deliver to the Company via wire transfer the certificate or certified check immediately available funds equal to its aggregate purchase price for certificates representing the Second Closing Class B Shares and the Company shall deliver to each Major Purchaser certificate(s) TIG a certificate or certificates representing its respective Second Closing Sharesthe shares of Common Stock issued in exchange therefore. (b) Following the First Closing, TIG and the Company shall cooperate with each other in seeking to obtain all approvals from the Florida Department of Insurance (the "FDOI") necessary or required in order to consummate the sale of the Series I Preferred Shares and to effect the Exchange, and each of TIG and the Company shall agree to any reasonable conditions imposed on it by the FDOI in order to obtain such approvals. (c) The obligation of TIG to consummate the purchase and sale of the Series I Preferred Shares shall be subject to the satisfaction of each of the following conditions: (i) TIG shall have determined, in its sole discretion, that all regulatory approvals necessary or required in order to consummate the purchase and sale of the Series I Preferred Shares and to effect the Exchange (including all necessary approvals of the FDOI) have been obtained; (ii) no court of competent jurisdiction or other competent Governmental or Regulatory Authority (as defined in SECTION 2.04(A)) shall have enacted, issued, promulgated, enforced or entered any Law or Order which has the effect of making illegal or otherwise restricting, preventing or prohibiting consummation of the purchase and sale of the Series I Preferred Shares or the Exchange; (iii. In ) the event that a Major Purchaser fails to purchase at representations and warranties made by the Company in this Agreement shall be true and correct in all material respects as of the date of the Second Closing or, in the total number case of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein representations and warranties made as of a “Non-Participating Major Purchaser”), then specified date earlier than the Initial Warrant held by such Major Purchaser shall automatically terminate and be date of no further force or effect. iv. Notwithstanding anything set forth in this Agreement to the contrary: (i) if, on the Second Closing Date, the Second Closing Purchase Price would be less than $4.70 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the Effective Date), the Company may elect, at its sole option (and as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed by the Company’s Chief Executive Officer or Chief Financial Officer of its election not to consummate the Second Closing, on and as of such earlier date; (iv) no Default or Event of Default (each as defined in which event the Second Term Loan Agreement) shall have occurred and be continuing; PROVIDED, that for purposes of satisfying this condition, the transactions contemplated by PARAGRAPH (A) above will be deemed to have been effected on the First Closing Date; (v) the Company shall not occur have amended the Articles of Incorporation as provided in EXHIBIT C hereto; and (vi) all corporate proceedings to be taken on the part of the Company in connection with the issuance and the sale of the Series I Preferred Shares to TIG and the Exchange and all documents incident thereto shall be reasonably satisfactory in form and substance to TIG and the Company’s , and TIG shall have received copies of all such documents and other evidence as TIG may reasonably request in connection with such proceedings, including a certificate executed on behalf of the Company by a duly authorized officer stating that the conditions set forth in clauses (iii), (iv) and (v) above have been satisfied. (d) Notwithstanding anything in this SECTION 1.04 to the contrary, the obligation to issue and sell the Second Closing Shares to each Major Purchaser shall automatically terminate and be of no further force or effect and each Major Purchaser’s obligation TIG to purchase the Second Closing Series I Preferred Shares and effect the Exchange shall terminate terminate, without liability on the part of either party under this SECTION 1.04 other than by reason of its breach of any provision hereof, on the earlier to occur of (i) the date of issuance of a final nonappealable order of the FDOI denying approval of the transactions contemplated by PARAGRAPH (A) above and be of no further force or effect; (ii) in the event thatMarch 4, prior to the Second Closing1997 (such earlier date, the Company effects an Applicable Capital Raising Transaction, then"REPURCHASE DATE"). (e) On the business day next following the Repurchase Date, at the Company’s sole option (which option shall be triggered by offices of the Company delivering a written notice to each Major Purchaser at least 10 calendar days prior unless otherwise agreed, TIG will sell to the Second Closing Date (any such noticeCompany, the “Reduction Notice”))at a purchase price of $1.00 per share, the aggregate a number of Second Closing Common Shares to be sold to the Major Purchasers at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down to the nearest whole share), which amount will be reflected in such Reduction Notice along with a schedule showing the amount shares of each Major Purchaser’s Second Closing Common Shares; and (iii) the amount of each Major Purchaser’s Second Closing Common Shares shall automatically be reduced to the extent required to ensure that following the Second Closing, no Major Purchaser (together with such Major Purchaser’s affiliates, and any other person whose beneficial ownership of Class B Common Stock would be aggregated with such Major Purchaser for purposes of Section 13(d) or Section 16 that immediately following such sale, TIG will own 28.89% of the Exchange Act and the applicable regulations of the Commission, including any “group” of which such Major Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a total number of shares of Common Stock in excess of 19.99% of the number of shares of the and Class B Common Stock outstanding immediately after giving effect on a fully diluted basis (excluding shares issuable upon conversion of the loan outstanding under the Term Loan Agreement), by delivering to the issuance Company a certificate or certificates representing such shares. In consideration for such sale, the principal amount of shares of Common Stock pursuant the B Loan Note (as defined in the Term Loan Agreement) shall be increased by an amount equal to the Second Closingaggregate purchase price for such shares.

Second Closing. i. At the Second Closing (which, for the avoidance of doubt, shall occur on On the Second Closing Date), upon the terms and subject to the conditions set forth herein, the Company hereby agrees to issue and sell to each Major Purchasersell, and each Major Purchaser agrees to purchase from the CompanyPurchaser, severally and not jointly, the agrees to purchase, a number of shares of Common Preferred Stock determined by multiplying (a) the percentage set forth opposite equal to such Major Purchaser’s name on Exhibit B hereto (the “Second Closing Percentage”) by (b) the number of shares of Common Stock determined by dividing $50,000,000 by the Second Closing Purchase Price, and rounded down to the nearest whole share (such shares, collectively, the “Second Closing Common Shares”), at a purchase price per share equal Subscription Amount as to the Second Closing as set forth on the signature page hereto executed by such Purchaser divided by the Per Share Purchase Price; provided, however, that, at . The aggregate Subscription Amount of the election of any Major Purchaser, such Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock at a purchase price per share equal Purchasers as to the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from the Company pursuant to this Section 2.3(i) (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”shall be $5,000,000, and the Second Closing Common Shares together with all Second Closing Preferred Shares, the “Second Closing Shares”). The Company shall provide each Major Purchaser written notice aggregate Stated Value of the amount shares of such Major Purchaser’s Second Closing Common Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price, and such Major Purchaser shall notify the Company as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made Stock issued at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing Date, and (ii) the representations and warranties of the Major Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date. iiequal to $5,882,352.94. At the Second Closing, each Major . Each Purchaser shall deliver to the Company Company, via wire transfer or certified check transfer, immediately available funds equal to its aggregate purchase price for Subscription Amount as to the Second Closing Shares Closing, and the Company shall deliver to each Major Purchaser certificate(s) representing its respective Second Closing Shares. iii. In shares of Preferred Stock, as determined pursuant to Section 2.2(a), and the event that a Major Company and each Purchaser fails to purchase shall deliver the other items set forth in Section 2.2 deliverable at the Second Closing Closing. Upon satisfaction of the total number of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein as a “Non-Participating Major Purchaser”), then the Initial Warrant held by such Major Purchaser shall automatically terminate covenants and be of no further force or effect. iv. Notwithstanding anything conditions set forth in this Agreement Sections 2.2 and 2.3, the Second Closing shall take place remotely by electronic transfer of the Second Closing documentation. The Company covenants that, if the Purchaser delivers a Notice of Conversion (as defined in the Certificate of Determination) to convert any shares of Preferred Stock between the delivery to the contrary: (i) if, on Company of the Second Closing Acceleration Notice and the Second Closing Date, the Second Closing Purchase Price would be less than $4.70 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and Company shall deliver Conversion Shares to the like after the Effective Date), the Company may elect, at its sole option (and as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed by the Company’s Chief Executive Officer or Chief Financial Officer of its election not to consummate the Second Closing, in which event Purchaser on the Second Closing shall not occur and Date in connection with such Notice of Conversion. For the avoidance of doubt, the Company’s obligation to issue and sell to the Second Closing Shares to each Major Purchaser shall automatically terminate Purchasers, and be of no further force or effect and each Major Purchaser’s the Purchasers obligation to purchase the Second Closing Shares shall terminate and be of no further force or effect; (ii) in the event that, prior to the Second Closingpurchase, the Company effects an Applicable Capital Raising Transaction, then, at the Company’s sole option (which option shall be triggered by the Company delivering a written notice to each Major Purchaser at least 10 calendar days prior to the Second Closing Date (any such notice, the “Reduction Notice”)), the aggregate number shares of Second Closing Common Shares to be sold to the Major Purchasers Preferred Stock at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down is irrevocable subject only to the nearest whole share), which amount will be reflected satisfaction (or waiver) of the conditions set forth in such Reduction Notice along with a schedule showing the amount Section 2.3 of each Major Purchaser’s Second Closing Common Shares; and (iii) the amount of each Major Purchaser’s Second Closing Common Shares shall automatically be reduced this Agreement as provided therein and is not subject to the extent required to ensure that following the Second Closing, no Major Purchaser (together with such Major Purchaser’s affiliates, and any other person whose beneficial ownership contingencies or conditions. For the further avoidance of Common Stock would be aggregated with such Major Purchaser for purposes of Section 13(d) or Section 16 of doubt, the Exchange Act and Purchasers subscribing for, in the applicable regulations of the Commissionaggregate, including any “group” of which such Major Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of 19.99at least 51% of the number Subscription Amounts hereunder, may deliver a Second Closing Acceleration Notice at any time after the date of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to the Second Closingthis Agreement in their sole and absolute discretion.