Common use of Subsequent Closings Clause in Contracts

Subsequent Closings. Upon the exercise of the Series A-4 Purchaser Option or Series A-5 Purchaser Option and subject to Section 1.3(b) and the Restated Certificate and the satisfaction or waiver of the closing conditions set forth in Sections 6.1, 6.3 and 6.4, Series A-4 Subsequent Closings and Series A-5 Subsequent Closings shall take place at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, New York, New York 10022, xx x xxxx specified by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 days following the later of (a) satisfaction of the conditions set forth in Section 5.1 and Section 5.3 of this Agreement and (b) (i) the date on which written notice with respect to the election of the applicable Purchaser Option has been given to the Company or (ii) with respect to the Series A-4 Second Tranche Notes or additional Series A-4 Preferred Stock as provided in Section 1.3(b), the date that is no earlier than 15 days following the date on which the Additional Purchasers have received the Company Notice, or on such other date and at such other time as the Company and Additional Purchasers hereto mutually agree upon in writing (each such date and time of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated as a "Subsequent Closing", as applicable). The date of each applicable Subsequent Closing is referred to herein as a "Subsequent Closing Date." At each Subsequent Closing, the Company shall deliver to each Additional Purchaser (i) if the Shareholder Approval has not been obtained, a Series A -4 Second Tranche Note or Series A-5 Note, as the case may be, dated as of such Subsequent Closing Date, in an original principal amount equal to the dollar amount set forth in the Notice of Exercise with respect to such Additional Purchaser or (ii) if the Shareholder Approval has been obtained, the number of shares of Series A-4 Preferred Stock or Series A-5 Preferred Stock, as the case may be, determined by dividing the principal amount set forth in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and (iii) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing Date, Additional Warrants for the number of shares of Common Stock equal to 20% of the number of shares of Common Stock issued or issuable on conversion of Series A-4 Preferred Stock issued or issuable on conversion of such Additional Purchaser's Series A-4 Second Tranche Notes purchased on such Subsequent Closing Date.

Subsequent Closings. Upon Except as otherwise provided herein, with respect to subsequent Closings the exercise agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms of the Series A-4 Purchaser Option or Series A-5 Purchaser Option License Agreement, such funding and subject to Section 1.3(b) and the Restated Certificate and the satisfaction or waiver of the closing conditions set forth in Sections 6.1, 6.3 and 6.4, Series A-4 Subsequent Closings and Series A-5 Subsequent Closings shall take place at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, New York, New York 10022, xx x xxxx specified by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 begin three (3) days following after the later of (a) satisfaction of the conditions set forth in Section 5.1 and Section 5.3 of this Agreement and (b) date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which written notice with respect to the election aggregate purchase price of the applicable Purchaser Option has been given to Series H Preferred Stock purchased hereunder equals the Company lesser of (i) $48,000,000, or (ii) with respect the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the Series A-4 Second Tranche Notes or additional Series A-4 Preferred elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as provided in Section 1.3(bof April 29, 1998 (the "Amendment"), the date that is no first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier than 15 of (i) three (3) days following after the date on which the Additional Purchasers have received stockholders of the Company Notice, or on such other date and at such other time as approve the Company and Additional Purchasers hereto mutually agree upon in writing (each such date and time removal of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated as a "Subsequent Closing", as applicable). The date of each applicable Subsequent Closing is referred to herein as a "Subsequent Closing Date." At each Subsequent Closing, the Company shall deliver to each Additional Purchaser (i) if the Shareholder Approval has not been obtained, a Series A -4 Second Tranche Note or Series A-5 Note, as the case may be, dated as of such Subsequent Closing Date, in an original principal amount equal to the dollar amount set forth in the Notice of Exercise with respect to such Additional Purchaser Limitations or (ii) if sixty (60) days after the Shareholder Approval has been obtaineddate on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the number License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series A-4 H Preferred Stock or Series A-5 Preferred Stockand no additional Closings shall occur. If a Final Closing occurs, as the case may beParties agree that the provisions of Section 2.1(c)(iv) below shall supersede, determined by dividing and performance thereunder shall satisfy in full, any obligation on the principal amount set forth in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and (iiiPurchaser's part under Section 3.11(c) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing Date, Additional Warrants for the number of shares of Common Stock equal to 20% of the number License Agreement or otherwise to pay for costs incurred by Alteon after the date of shares the Purchaser's notice of Common Stock issued or issuable on conversion of Series A-4 Preferred Stock issued or issuable on conversion termination until the effectiveness of such Additional Purchaser's Series A-4 Second Tranche Notes purchased on such Subsequent Closing Datetermination and thereafter.

Subsequent Closings. Upon The closing (each a “Subsequent Closing” and together with the exercise Initial Closing, each a “Closing”) of the Series A-4 Purchaser Option purchase of Subsequently Purchased Securities by the Buyers pursuant to a Subsequently Purchased Securities Notice shall occur by electronic transmission or Series A-5 Purchaser Option other transmission as mutually acceptable to the parties. The date and subject time of a Subsequent Closing (each a “Subsequent Closing Date” and together with the Initial Closing Date, each a “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to Section 1.3(b) and the Restated Certificate and the satisfaction or waiver of the closing conditions such Subsequent Closing set forth in Sections 6.1, 6.3 6 and 6.4, Series A-4 Subsequent Closings and Series A-5 Subsequent Closings shall take place at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, New York, New York 10022, xx x xxxx specified 7(b) are satisfied or waived (or such other date as is mutually agreed to by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 days following the later of (a) satisfaction of the conditions set forth in Section 5.1 and Section 5.3 of this Agreement and (b) (i) the date on which written notice with respect to the election of the applicable Purchaser Option has been given to the Company or (ii) with respect to the Series A-4 Second Tranche Notes or additional Series A-4 Preferred Stock as and each Buyer); provided that in Section 1.3(b), no event will any Subsequent Closing occur after the date that is no one (1) year from the Initial Closing Date; provided further that the Company may not deliver the first Subsequently Purchased Securities Notice earlier than 15 days two (2) Trading Days following the Company’s public announcement of its earnings through the furnishing of a Form 8-K with the SEC for the fiscal year ended December 31, 2023. sixty (60) da ys from the Amendment No. 3 Effective Date (or such later date on which the Additional Purchasers have received the Company Notice, or on such other date and at such other time as the Company and Additional Purchasers hereto mutually Required Holders may agree upon in writing (each such date and time including, for the avoidance of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated as a "Subsequent Closing"doubt, as applicablevia e-mail) in their sole discretion). The date Notwithstanding any thing herein to the contrary the aggregate Stated Principal Amount (as defined in the Notes) of each applicable Subsequent Closing is referred Notes issued pursuant to herein as a "Subsequent Closing Date." At each Subsequent Closing, this Agreement and the Company other Transaction Documents shall deliver to each Additional Purchaser not exceed $25,000,000 (i) if the Shareholder Approval has not been obtained, a Series A -4 Second Tranche Note or Series A-5 Note, such greater amount as the case Required Holders may beagree in writing (including, dated as of such Subsequent Closing Date, in an original principal amount equal to the dollar amount set forth in the Notice of Exercise with respect to such Additional Purchaser or (ii) if the Shareholder Approval has been obtained, the number of shares of Series A-4 Preferred Stock or Series A-5 Preferred Stock, as the case may be, determined by dividing the principal amount set forth in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and (iii) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing Date, Additional Warrants for the number avoidance of shares of Common Stock equal to 20% doubt, via e-mail) in their sole discretion), plus accrued interest and fees capitalized thereto, without the consent of the number of shares of Common Stock issued or issuable on conversion of Series A-4 Preferred Stock issued or issuable on conversion of such Additional Purchaser's Series A-4 Second Tranche Notes purchased on such Subsequent Closing DateRequired Holders.

Subsequent Closings. Upon The Company may, in its sole discretion from time to time from the exercise date hereof until December 31, 2025, deliver a Subsequent Closing Notice to the Purchasers, and the Purchasers may, in their sole discretion upon written notice to the Company within three (3) Business Days of receipt thereof, accept or reject such Subsequent Closing Notice (and if no such notice is delivered by the Series A-4 Purchaser Option or Series A-5 Purchaser Option Purchasers within such time period, such Subsequent Closing Notice shall be deemed rejected and shall be null and void). Once a Subsequent Closing Notice has been accepted in accordance with the preceding sentence, upon the terms and subject to Section 1.3(b) and the Restated Certificate and the satisfaction or waiver of the closing conditions set forth in Sections 6.1, 6.3 and 6.4, Series A-4 Subsequent Closings and Series A-5 Subsequent Closings shall take place at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, New York, New York 10022, xx x xxxx specified by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 days following the later of (a) satisfaction of the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Closing Shares as set forth for each Purchaser in Section 5.1 and Section 5.3 such Subsequent Closing Notice, which for the avoidance of this Agreement and (b) (i) doubt, shall be on a pro rata basis consistent with the date on which written notice with respect Purchasers’ Closing Shares at the Initial Closing, unless otherwise agreed to by the Parties. Each Purchaser acquiring Closing Shares at a Subsequent Closing shall deliver to the election of the applicable Purchaser Option has been given Company, via wire transfer, immediately available funds equal to the Company or (ii) with respect such Purchaser’s Subsequent Subscription Amount pursuant to the Series A-4 Second Tranche Notes or additional Series A-4 Preferred Stock as provided in Section 1.3(b2.3(b)(ii)(1), the date that is no earlier than 15 days following the date on which the Additional Purchasers have received the Company Notice, or on such other date and at such other time as the Company and Additional Purchasers hereto mutually agree upon in writing (each such date and time of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated as a "Subsequent Closing", as applicable). The date of each applicable Subsequent Closing is referred to herein as a "Subsequent Closing Date." At each Subsequent Closing, the Company shall deliver to each Additional Purchaser its respective Closing Shares pursuant to Section 2.3(b)(i)(1), and the Company and each Purchaser shall deliver the other items set forth in Section 2.3(b) deliverable at such Subsequent Closing. Each Subsequent Closing shall occur remotely immediately following satisfaction of the covenants and conditions set forth in Section 2.4(b) (i) if the Shareholder Approval has not been obtainedeach such date, a Series A -4 Second Tranche Note or Series A-5 Note, as the case may be, dated as of such “Subsequent Closing Date”). Notwithstanding the foregoing, upon written notice to the Company accompanying any Subsequent Closing Notice, any Purchaser may designate one or more of its Affiliates to purchase Closing Shares in a Subsequent Closing, in an original principal amount equal which case such Affiliate shall execute a joinder to this Agreement, in a form reasonably acceptable to the dollar amount set forth in the Notice of Exercise with respect to such Additional Purchaser or (ii) if the Shareholder Approval has been obtainedCompany, the number of shares of Series A-4 Preferred Stock or Series A-5 Preferred Stock, as the case may be, determined by dividing the principal amount set forth in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and (iii) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing Date, Additional Warrants shall thereafter constitute a “Purchaser” hereunder for the number of shares of Common Stock equal to 20% of the number of shares of Common Stock issued or issuable on conversion of Series A-4 Preferred Stock issued or issuable on conversion of such Additional Purchaser's Series A-4 Second Tranche Notes purchased on such Subsequent Closing Dateall purposes.

Subsequent Closings. Upon the exercise (a) Each closing of the Series A-4 Purchaser Option or Series A-5 Purchaser Option purchase by the Purchasers of Subsequent Closing Shares pursuant to this Agreement (the "Subsequent Closings") shall be held remotely via the exchange of final documents and subject to Section 1.3(bsignature pages, on the later of (i) and the Restated Certificate and second business day following the satisfaction or waiver of the closing conditions set forth in Sections 6.1, 6.3 and 6.4, Series A-4 Subsequent Closings and Series A-5 Subsequent Closings shall take place at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, New York, New York 10022, xx x xxxx specified by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 days following the later of (a) satisfaction of the applicable conditions set forth in Section 5.1 1.4 (other than those conditions that by their nature are to be satisfied at any Subsequent Closing, but subject to their satisfaction) and Section 5.3 of this Agreement and (b) (i) the date on which written notice with respect to the election of the applicable Purchaser Option has been given to the Company or (ii) with respect the tenth (10th) business day after which the Company provides written notice to the Series A-4 Second Tranche Notes or additional Series A-4 Purchasers that the Company is exercising its option to sell Subsequent Closing Shares pursuant to Section 1.1 and the number of Subsequent Closing Shares, which shall not be less than 5,000 shares of Preferred Stock (as provided in Section 1.3(bequitably adjusted for stock splits, stock dividends, combinations, recapitalizations or the like), the date that is no earlier than 15 days following the date on which the Additional Purchasers have received the Company intends to sell in such Subsequent Closing (such written notice an "Exercise Notice"), or on such other date and at such other date, time and place as the Purchasers and the Company and Additional Purchasers hereto mutually agree upon in writing (each such date and time of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated as a "Subsequent Closing"date, as applicable). The date of each applicable Subsequent Closing is referred to herein as a "Subsequent Closing Date." At each and, together with the First Closing Date, the "Closing Dates"). Exercise Notices in respect of a Subsequent ClosingClosing may not be revoked once delivered and may only be delivered by the Company to the Purchasers on or prior to August 5, 2021 (the "Exercise Expiration Date") and no Subsequent Closing shall occur following the date of a Change of Control (as defined in the Certificate of Designations). For the avoidance of doubt, the Company shall may deliver to each Additional Purchaser the Purchasers one or more (ibut in no event more than three (3)) if Exercise Notices at any time on or prior to the Shareholder Approval has not been obtainedExercise Expiration Date; provided, a Series A -4 Second Tranche Note or Series A-5 Notethat, as the case may be, dated as aggregate number of such Subsequent Closing DateShares subject to all Exercise Notices will not exceed 45,000 (as equitably adjusted for stock splits, in an original principal amount equal to stock dividends, combinations, recapitalizations or the dollar amount set forth in the Notice of Exercise with respect to such Additional Purchaser or (ii) if the Shareholder Approval has been obtained, the number of shares of Series A-4 Preferred Stock or Series A-5 Preferred Stock, as the case may be, determined by dividing the principal amount set forth in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and (iii) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing Date, Additional Warrants for the number of shares of Common Stock equal to 20% of the number of shares of Common Stock issued or issuable on conversion of Series A-4 Preferred Stock issued or issuable on conversion of such Additional Purchaser's Series A-4 Second Tranche Notes purchased on such Subsequent Closing Datelike).

Subsequent Closings. Upon the exercise In accordance with Section 6.3 of the Series A-4 Purchaser Option or Series A-5 Purchaser Option Collaboration Agreement, and subject to Article 7 hereof, upon achievement of the development milestones as determined and identified in Section 1.3(b6.3 of the Collaboration Agreement, additional closings (each a “Subsequent Closing”) of the issuance of Common Stock (“Additional Common Stock”) and the Restated Certificate and issuance of an additional Warrant (the satisfaction or waiver of the closing conditions set forth in Sections 6.1, 6.3 and 6.4, Series A-4 Subsequent Closings and Series A-5 Subsequent Closings “Additional Warrant”) shall take place at the offices of Thelen Reid & Priest LLPXxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx PC, 875 Third Avenue000 Xxxxx Xxx., New YorkXxx Xxxx, New York 10022, xx x xxxx specified by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 days following the later of (a) satisfaction of the conditions set forth in Section 5.1 and Section 5.3 of this Agreement and (b) (i) the date XX 00000 on which written notice with respect to the election of the applicable Purchaser Option has been given to the Company or (ii) with respect to the Series A-4 Second Tranche Notes or additional Series A-4 Preferred Stock as provided in Section 1.3(b), the date that is no earlier than 15 within ten (10) days following after the determination of the first achievement of each such development milestone, or at such time and date on which thereafter as the Additional Purchasers have received Purchaser and the Company Notice, or on such other date and at such other time as the Company and Additional Purchasers hereto mutually may agree upon in writing (each such date and time of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated as a "Subsequent Closing", as applicable). The date of each applicable Subsequent Closing is referred to herein as a "“Subsequent Closing Date." ”), but in no event later than the date milestone payments are made pursuant to Section 6.3.1 of the Collaboration Agreement. At each Subsequent Closing, the Company shall will execute, issue and deliver to each Additional the Purchaser (i) if the Shareholder Approval has not been obtained, a Series A -4 Second Tranche Note or Series A-5 Note, as the case may be, dated as of such Subsequent Closing Date, in an original principal amount equal to the dollar amount set forth certificate in the Notice name of Exercise with respect to such Additional the Purchaser or (ii) if the Shareholder Approval has been obtained, the number of shares of Series A-4 Preferred Stock or Series A-5 Preferred Stock, as the case may be, determined by dividing the principal amount set forth in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and (iii) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing Date, Additional Warrants for the number of shares of Additional Common Stock equal being purchased against delivery by such Purchaser to 20% the Company of the applicable portion of the purchase price by wire transfer or other method acceptable to the Company. In addition, at the Subsequent Closing that occurs in connection with the milestone identified in Section 1.2(a) below, the Company will execute, issue and deliver to the Purchaser the Additional Warrant. Subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties as shall be made on each Subsequent Closing Date, the Company agrees to issue to the Purchaser at the applicable Subsequent Closing, such number of shares of Additional Common Stock issued or issuable on conversion Stock, and the Company further agrees to issue to the Purchaser the Additional Warrant upon completion of Series A-4 Preferred Stock issued or issuable on conversion of such Additional Purchaser's Series A-4 Second Tranche Notes purchased on such Subsequent Closing Date.the milestone identified in (a) below, in each case as shall be determined as follows:

Subsequent Closings. Upon the exercise If less than all of the Shares are sold at the Closing, then the Company shall hold subsequent closings (each, a “Subsequent Closing”) for the purchase and sale of such unsold Shares to, in the case of any such Shares that are Series A-4 Purchaser Option or B Shares, CDT and, in the case of any such Shares that are Series A-5 Purchaser Option and subject C Shares, to Section 1.3(b) and the Restated Certificate and the satisfaction or waiver current stockholders of the closing conditions set forth in Sections 6.1Company or such other persons as the Company may approve; provided, 6.3 and 6.4however, Series A-4 Subsequent Closings and Series A-5 Subsequent Closings shall take place at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, New York, New York 10022, xx x xxxx specified by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 days following the later of that (a) satisfaction no such person shall be a competitor of CDT, as determined in good faith by CDT upon consultation with the conditions set forth Company based upon whether or not such person is engaged or plans to be engaged in Section 5.1 the development, manufacture or marketing of light-emitting diode technology for use in flat panel displays and Section 5.3 of this Agreement other applications, including electroluminescent devices, photodetectors or photovoltaics, and materials or components thereof, (b) if the Company has not sold the full number of Series C Shares contemplated to be sold hereunder by June 30, 2005 (or such later date as the Company may designate with the approval of CDT, the “Final Closing Date”), the Company shall, to the extent necessary to issue the full number of Series C Shares contemplated to be sold hereunder, (i) the date on which written notice issue Series C Shares in accordance with respect to the election Section 2 of the applicable Purchaser Option has been given to the Company or “Convertible Notes” (as defined in Section 6.12 hereof) and/or (ii) with respect sell Series C Shares to Xxxxxx Xxxx, the Series A-4 Second Tranche Notes Company’s Chairman (or additional Series A-4 Preferred Stock as provided in Section 1.3(bsuch other person or persons designated by Xx. Xxxx, subject to clause (a) above), the date that is purchase price for which shall be provided from the amounts deposited pursuant to the Escrow Agreement, (c) no earlier Subsequent Closing for any Series C Shares may be held after the Final Closing Date without the approval of CDT, and (d) no Series C Shares may be issued at a price less than 15 days following $1.23 per share without the date on which approval of CDT. Upon the Additional Purchasers have received sale of the full number of Series C Shares contemplated to be sold hereunder, CDT agrees to promptly acknowledge notice thereof pursuant to the Escrow Agreement. Schedule A shall be revised by the Company Noticeto reflect the sale of Shares at any Subsequent Closing, or on such other date and at such other time as with the Company and Additional Purchasers hereto mutually agree upon in writing (each such date and time purchasers of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated Shares to be treated as a "Investors for all purposes hereunder. At each Subsequent Closing", as applicable). The date each new Investor shall purchase that number and series of each applicable Subsequent Closing is referred to herein as a "Subsequent Closing Date." Shares designated opposite such Investor’s name on Schedule A for the purchase price set forth opposite such Investor’s name on Schedule A. At each Subsequent Closing, the Company shall deliver to each Additional Purchaser (i) if new Investor a certificate representing the Shareholder Approval has not been obtained, a Series A -4 Second Tranche Note or Series A-5 Note, as Shares which that Investor is purchasing against delivery to the case may be, dated as of Company by such Investor at such Subsequent Closing Dateof (a) an executed counterpart of this Agreement and each applicable Transactional Agreement and (b) the purchase price for such Shares as set forth on Schedule A by wire transfer, in an original principal amount equal cancellation of indebtedness or check payable to the dollar amount set forth in the Notice of Exercise with respect to such Additional Purchaser or (ii) if the Shareholder Approval has been obtained, the number of shares of Series A-4 Preferred Stock or Series A-5 Preferred Stock, as the case may be, determined by dividing the principal amount set forth in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and (iii) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing Date, Additional Warrants for the number of shares of Common Stock equal to 20% of the number of shares of Common Stock issued or issuable on conversion of Series A-4 Preferred Stock issued or issuable on conversion of such Additional Purchaser's Series A-4 Second Tranche Notes purchased on such Subsequent Closing DateCompany.

Subsequent Closings. Upon the exercise Purchases and sales of the Series A-4 Voting Shares shall occur, solely at the direction of the Purchaser, at closings to occur within 10 (ten) Business Days following delivery by the Purchaser Option or Series A-5 Purchaser Option and subject of a notice (the “Subscription Notice”) to Section 1.3(bthe Company specifying the aggregate number of Voting Shares, the aggregate purchase price therefor (determined at $1,276 per share) and the Restated Certificate and the satisfaction or waiver of the closing conditions set forth in Sections 6.1date, 6.3 and 6.4, Series A-4 Subsequent Closings and Series A-5 Subsequent Closings shall take place at the offices of Thelen Reid Xxxxxxx & Priest LLPXxxxxxxx Ltd., 875 Third Avenue000 X. Xxxxxx Drive, New YorkSuite 2800, New York 10022Chicago, xx x xxxx specified by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 days following the later of (a) satisfaction of the conditions set forth in Section 5.1 and Section 5.3 of this Agreement and (b) (i) the date on which written notice with respect to the election of the applicable Purchaser Option has been given to the Company or (ii) with respect to the Series A-4 Second Tranche Notes or additional Series A-4 Preferred Stock as provided in Section 1.3(b), the date that is no earlier than 15 days following the date on which the Additional Purchasers have received the Company NoticeIllinois 60601, or on such other date and or at such other time as the Company and Additional Purchasers hereto mutually agree agreed upon in writing location (each such date and time of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated as date, a "“Subsequent Closing"”); provided, as applicable)that (a) one or more Subsequent Closings, pursuant to which the Purchaser, without the requirement of a Subscription Notice, shall have delivered to the Company (i) at least $150,000,000 (including the amount delivered pursuant to all previous Subsequent Closings) in immediately available funds, shall occur no later than December 31, 2005, (ii) at least $300,000,000 (including the amount delivered pursuant to all previous Subsequent Closings) in immediately available funds, shall occur no later than March 31, 2006, and (b) the final Subsequent Closing, pursuant to which the Purchaser shall purchase the remainder of the Purchased Shares not already purchased by it, shall occur no later than December 31, 2006. The date Purchaser shall be treated as satisfying its obligations under subclause a(i) and a(ii) of each applicable Subsequent Closing is referred this Section 2.4 to herein the extent a Sponsored Entity purchases shares of Series C Preferred Stock in the same aggregate dollar amount (determined at $1,276 per share) as the Purchaser’s obligation. Notwithstanding the foregoing, the Purchaser shall have invested a "Subsequent Closing Date." total of $1,173,920,000 in the Company by December 31, 2006. The Company shall redeem all outstanding shares of Series C Preferred Stock by no later than December 31, 2006. At each Subsequent ClosingClosing in which the Purchaser purchases Voting Shares, the Company shall deliver to each Additional Purchaser (i) if the Shareholder Approval has not been obtained, a Series A -4 Second Tranche Note or Series A-5 Note, as the case may be, dated as of such Subsequent Closing Date, in an original principal amount equal subject to the dollar amount set forth in the Notice terms and conditions of Exercise with respect to such Additional Purchaser or (ii) if the Shareholder Approval has been obtained, the number of shares of Series A-4 Preferred Stock or Series A-5 Preferred Stock, as the case may be, determined by dividing the principal amount set forth in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and (iii) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing Date, Additional Warrants for the number of shares of Common Stock equal to 20% of the number of shares of Common Stock issued or issuable on conversion of Series A-4 Preferred Stock issued or issuable on conversion of such Additional Purchaser's Series A-4 Second Tranche Notes purchased on such Subsequent Closing Date.this Agreement:

Subsequent Closings. Upon The Company may continue to offer and accept subscriptions for the exercise Shares and conduct additional closings (each, a “Subsequent Closing”) for the sale of such Shares after the Closing and until the termination of the Series A-4 Purchaser Option or Series A-5 Purchaser Option Offering. Unless earlier terminated, this Offering will continue until December 31, 2018 unless the Company, in its sole discretion and subject without notice to Section 1.3(b) and Purchasers, extends the Restated Certificate and offering termination date to January 31, 2019. There may be more than one Subsequent Closing; provided, however, that the satisfaction or waiver of the closing conditions set forth in Sections 6.1, 6.3 and 6.4, Series A-4 final Subsequent Closings and Series A-5 Subsequent Closings Closing shall take place at the offices of Thelen Reid & Priest LLPno later than December 31, 875 Third Avenue2018 (or January 31, New York, New York 10022, xx x xxxx specified by txx Xxxxxxx xx xxxxxxx xxxx xx xxx xxxx xxxn 15 days following the later of (a) satisfaction of the conditions set forth in Section 5.1 and Section 5.3 of this Agreement and (b) (i) the date on which written notice with respect to the election of the applicable Purchaser Option has been given to 2019 if the Company or (ii) with respect to extends the Series A-4 Second Tranche Notes or additional Series A-4 Preferred Stock as provided in Section 1.3(b), the date that is no earlier than 15 days following the date on which the Additional Purchasers have received the Company Notice, or on such other date and at such other time as the Company and Additional Purchasers hereto mutually agree upon in writing (each such date and time of such Series A-4 Subsequent Closing and such Series A-5 Subsequent Closing are designated as a "Subsequent Closing", as applicabletermination date). The date of each applicable Subsequent Closing any subsequent closing is referred to herein as a "“Subsequent Closing Date." At each ” Notwithstanding the foregoing, no more than $3,500,000 in Shares will be sold at the Closing and all Subsequent ClosingClosings. [ACKNOWLEDGEMENT SIGNATURE PAGE TO THE SUPPLEMENT] By signing below, the Company shall deliver to each Additional Purchaser undersigned (i) if agrees to continue as a subscriber in the Shareholder Approval has not been obtained, a Series A -4 Second Tranche Note or Series A-5 NoteOffering pursuant to the terms of the Offering as revised and amended by this Supplement included herewith, as described herein; (ii) represents and warrants to the case may beCompany that he/she/it has read and reviewed this Supplement and that he/she/it fully understands the revised terms of the Offering, dated as described herein; and (iii) confirms all prior representations, warranties and understandings made in the Subscription Agreement as of such Subsequent Closing Datethis ___ day of ____________, in an original principal amount equal 201_. INDIVIDUALS: ENTITIES: Print Name Print Name of Entity Signature Print Name of Authorized Signatory Print Name of joint investor or Signature of Authorized Signatory other person whose signature is required Signature SUPPLEMENT #2 TO KULR TECHNOLOGY GROUP, INC. CONFIDENTIAL SUBSCRIPTION AGREEMENT THE DATE OF THIS SUPPLEMENT IS JANUARY 31, 2019 This supplement #2 to the dollar amount Confidential Subscription Agreement (“Supplement #2”) supplements the Confidential Subscription Agreement (“Subscription Agreement”), as amended by Supplement #1 (“Supplement #1”), of KULR Technology Group, Inc., formerly KT High-Tech Marketing, Inc. (the “Company”), entered into by and between the Company and the undersigned. The purpose of this Supplement #2 is to supplement and replace certain terms of the Subscription Agreement, as more fully described below. This Supplement #2 is incorporated by reference into, and should be read in conjunction with, the Subscription Agreement. This Supplement #2 is not complete without, and may not be delivered or utilized except in connection with the Subscription Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Notice Subscription Agreement. By accepting this Supplement #2, you agree to hold all information contained herein in the strictest confidence and not to use this information for any purpose other than to analyze an investment in the Company. Failure to comply with this directive can result in a violation of Exercise with respect to such Additional Purchaser the Securities Act of 1933, as amended, and rules and regulations promulgated thereunder. Any further distribution or reproduction of this Supplement #2 or the Subscription Agreement, in whole or in part, or the disclosure of any of its contents by an offeree, is unauthorized. Except as expressly set forth in this Supplement #2, the Subscription Agreement, including all disclosures therein and all exhibits thereto, shall continue unmodified. You are receiving this Supplement #2 because you have received a copy of the Subscription Agreement. By executing and returning this Supplement #2, you are acknowledging (i) your receipt of this Supplement #2, and (ii) if that you are aware of the Shareholder Approval has been obtained, changes to the number of shares of Series A-4 Preferred Stock or Series A-5 Preferred Stock, as the case may be, determined by dividing the principal amount set forth provisions in the Notice of Exercise with respect to such Additional Purchaser by the Original Issue Price and (iii) whether or not Shareholder Approval has been obtained, at any Series A-4 Subsequent Closing Date, Additional Warrants for the number of shares of Common Stock equal to 20% of the number of shares of Common Stock issued or issuable on conversion of Series A-4 Preferred Stock issued or issuable on conversion of such Additional Purchaser's Series A-4 Second Tranche Notes purchased on such Subsequent Closing DateSubscription Agreement as described in this Supplement #2.