Common use of Third Closing Clause in Contracts

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 of Shares and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 of Shares and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 seven (7) Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.”

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 387,500 of Shares shares of Preferred Stock and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, of the date on which that the Registration Statement registering all of the Registrable Securities is declared effective by the Commission Commission, provided that prior to such date the Common Stock is quoted on OTCQB or OTCQX and the Roll Up has been consummated (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified checktransfer, immediately available funds equal to such Purchaser’s Subscription Amount for the Third Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

Third Closing. On the Third Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 1,000,000 of Shares and/or Debentures (if applicable as provided herein) and Warrants Warrants, which closing shall occur on, or as soon as reasonably practicable followingpracticable, after the satisfaction of the respective covenants and conditions set forth in Section 2.2 and 2.3, and in any event within 5 three (3) Trading days Days of, the date on which the Registration Statement registering all of ADSs have been listed for trading on the Registrable Securities is declared effective Nasdaq Stock Market. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Third Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser (the Commission “Third Closing Subscription Amount”), and the Company shall deliver to each Purchaser its respective Shares, Debenture and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, in lieu of purchasing such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable Limitation at the Third Closing. Upon satisfaction , such Purchaser may elect, in its sole discretion, to apply a portion of the covenants and conditions set forth in Sections 2.2 and 2.3, the applicable Subscription Amount to purchase Debentures as provided herein. The Third Closing shall occur at the offices of EGS or such other a location as the parties shall mutually agree, or electronically.

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an Notes in the aggregate principal amount of One Hundred Eighty Thousand Dollars ($150,000 of Shares 180,000) (each a “Third Note” and Warrants collectively the “Third Notes”), which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and a Warrant, as determined pursuant to Section 2.2(a)Third Note, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or Company Counsel in Salt Lake City, UT, such other location as the parties shall mutually agreeagree or by the electronic exchange of documents.

Third Closing. On If the Second Closing is consummated, then the Third Closing Dateshall occur at 10:00 am (New York City time) on the third (3rd) Business Day following the date on which all of the conditions set forth in Section 2.3 shall have been satisfied or, if applicable, waived by the party entitled to the benefit thereof, or at such other time and location as the parties shall mutually agree in writing; provided, that if the Requisite Stockholder Approval is not successfully obtained at the Stockholders’ Meeting (for clarity, the first such meeting to occur), then the parties’ rights with regard to the Third Closing and the possible issuance of the Third Closing Shares by the Company to the Purchasers at the Third Closing shall terminate and be of no further force or effect. At the Third Closing, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to the Third Closing Shares in exchange for payment by the Purchasers, severally and not jointly, of an aggregate of $150,000 of Shares and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, amount equal to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Third Closing Purchase Price. Each Purchaser’s Affiliates, and 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, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s applicable Subscription Amount as set forth on the signature page hereto executed by such PurchaserPurchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. At the Third Closing, and the Company shall deliver to each Purchaser its respective pro rata share of the Third Closing Shares and a Warrant, as determined pursuant (based on such Purchaser’s applicable Subscription Amount relative to Section 2.2(athe aggregate Third Closing Purchase Price) (such Purchaser’s “Applicable Third Closing Shares”), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction Settlement of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing Shares shall occur at via “Delivery Versus Payment” (“DVP”) (i.e., on the offices Third Closing Date, the Company shall issue the Applicable Third Closing Shares registered in each Purchaser’s name and address and released by the Transfer Agent directly to the account(s) identified by each Purchaser, and payment therefor shall be made by each Purchaser (by wire transfer to the Company)). All Third Closing Shares shall be delivered to the Purchasers hereunder free and clear of EGS or such all Liens, other location as the parties shall mutually agreethan restrictions on transferability arising under applicable federal securities laws.

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 _____ of Shares and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree

Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 387,500 of Shares shares of Preferred Stock and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, of the date on which that the Registration Statement registering all of the Registrable Securities is declared effective by the Commission Commission;, provided that prior to such date the Common Stock is quoted on OTCQB or OTCQX and the Roll Up has been consummated (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified checktransfer, immediately available funds equal to such Purchaser’s Subscription Amount for the Third Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.