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 Purchaser agrees to purchase, 1,111,111 shares of Common Stock (the “Third Closing Shares”) and the Third Closing Warrant, which closing shall occur no later than eighteen (18) months from the date of the Second Closing (the “Third Closing”). The Purchaser, in its sole discretion, may purchase additional shares of Common Stock in the Third Closing (the “Additional Shares”) for the Per Share Purchase Price (the “Additional Subscription Amount”). On the Third Closing Date, the Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the Third Closing Subscription Amount (and the Additional Subscription Amount, if applicable), and the Company shall deliver to the Purchaser the Third Closing Shares (and the Additional Shares, if applicable), and the Third Closing Warrant within three Trading Days of the Third Closing Date, and the Company and the 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 Company Counsel or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event that, from the Second Closing Date through the Third Closing Date, the Company issues more than 16,667 Pre-emptive Shares, the number of Third Closing Shares shall be increased (without the payment of additional funds by the Purchaser) to such number that will result in the Purchaser owning the same percentage ownership of the outstanding shares of Common Stock that it would have been entitled to own had the Company not issued any Pre-emptive Shares in connection with the Third Closing.

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 Purchaser each Purchaser, severally and not jointly, agrees to purchase, 1,111,111 shares of Common Stock (the “such Purchaser’s Third Closing Shares”Subscription Amount as set forth on the signature page hereto executed by such Purchaser (an aggregate of one million and no/100 dollars ($1,000,000.00)) and in principal amount of the Debentures. At the Third Closing WarrantClosing, which closing shall occur no later than eighteen (18) months from the date of the Second Closing (the “Third Closing”). The Purchaser, in its sole discretion, may purchase additional shares of Common Stock in the Third Closing (the “Additional Shares”) for the Per Share Purchase Price (the “Additional Subscription Amount”). On the Third Closing Date, the each Purchaser shall deliver to the Company, via wire transfertransfer or a certified check, immediately available funds equal to the such Purchaser’s Third Closing Subscription Amount (and as set forth on the Additional Subscription Amount, if applicable)signature page hereto executed by such Purchaser, and the Company shall deliver to the each Purchaser the Third Closing Shares (its respective Debenture and the Additional Sharesa Warrant, if applicableas determined pursuant to Section 2.2(a), and the Third Closing Warrant within three Trading Days of the Third Closing Date, and the Company and the each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Subject to the terms and conditions herein, upon the determination by the Company for a Third Closing at any time after the one year anniversary of the First Closing Date, provided that the Second Closing shall have occurred, and before the 3 year anniversary of the First Closing Date, the Company shall deliver written notice to each Purchaser of the Third Closing (“Third Closing Notice”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.32.3 for the Third Closing, the Third Closing shall occur at the offices of Company Counsel WS or such other location as the parties shall mutually agree or remotely by exchange within 15 Trading Days from the date of the Third Closing documentsNotice. In Notwithstanding the event thatforegoing, from at the sole option of the Purchasers, the Third Closing may occur at any time after the Second Closing Date through and within 15 Trading Day notice by the Purchasers to the Company of their intent to conduct the Third Closing, irrespective of the Company meeting the requirements of the Third Closing Corporate Milestone, provided that in no event shall the Third Closing occur (i) later than the 3 year anniversary of the First Closing Date, (ii) during a Change of Control Redemption Period (as defined in the Company issues more than 16,667 Pre-emptive SharesDebentures) or (iii) on or after the date, if any, on which all of the number then outstanding Debentures are prepaid in full in accordance with the Debentures or otherwise with the written consent of Third Closing Shares shall be increased the Required Holders (as defined in the Debenture), in each case without the payment of additional funds by the Purchaser) to such number that will result in the Purchaser owning the same percentage ownership prior written consent of the outstanding shares of Common Stock that it would have been entitled to own had the Company not issued any Pre-emptive Shares in connection with the Third ClosingCompany.

Third Closing. On (a) If the Discharge shall not have occurred prior to the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, 1,111,111 shares of Common Stock Date (the “Third Closing Shares”) and the Third Closing Warrantshall not occur if the Discharge has occurred), which closing shall occur no later than eighteen (18) months from the date issuance of the Second Lien Third Closing Shares and the Note Purchaser Third Closing Shares (both as defined below) shall take place at a closing (the “Third Closing”)) to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Second Lien Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date. The Purchaser, in its sole discretion, may purchase additional shares Company will provide notice of Common Stock in the Third Closing (to the “Additional Shares”) for the Per Share Purchase Price (the “Additional Subscription Amount”). On New Shareholders at least five Business Days prior to the Third Closing Date. (b) At the Third Closing, the Purchaser Company shall issue and deliver to the CompanySecond Lien Shareholders, via wire transfercertificates representing a number of Series B Ordinary Shares, immediately available funds credited as fully paid, equal to 52.50% of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a number of Series B Preference Shares, credited as fully paid, equal to 52.50% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Second Lien Third Closing Subscription Amount (and the Additional Subscription Amount, if applicableShares”), and the Company shall deliver to the Purchaser the . The Second Lien Third Closing Shares (and the Additional Sharesshall be allocated ratably, if applicable)including fractional shares, and the Third Closing Warrant within three Trading Days to each Second Lien Shareholder according to aggregate principal amount of each such Second Lien Shareholder’s outstanding Loans as of the Third Closing Date, and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable . With respect to Series B Ordinary Shares issued at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing Second Lien Shareholders shall occur receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preference Shares issued at the offices of Company Counsel or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event thatThird Closing, from the Second Closing Date through Lien Shareholders shall receive Series B1 Preference Shares unless they elect to receive Series B2 Preference Shares. Such elections shall be made by notice to the Company at least two Business Days prior to the Third Closing Date. (c) At the Third Closing, the Company issues more than 16,667 Pre-emptive shall issue and deliver to the Note Purchaser Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 5.83% of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a number of Series B Preference Shares, credited as fully paid, equal to 5.83% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Note Purchaser Third Closing Shares”). The Note Purchaser Third Closing Shares shall be increased (without allocated ratably, including fractional shares, to each Note Purchaser Shareholder according to the payment amount of additional funds Note Purchaser Shares held by the Purchaser) to such number that will result in the any Note Purchaser owning the same percentage ownership Shareholder as a percent of the outstanding shares of Common Stock that it would have been entitled total Note Purchaser Shares outstanding. With respect to own had Series B Ordinary Shares issued at the Company not Second Closing, the Note Purchaser Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preference Shares issued any Pre-emptive Shares in connection with at the Third Closing, the Note Purchaser Shareholders shall receive Series B1 Preference Shares unless they elect to receive Series B2 Preference Shares. Such elections shall be made by notice to the Company at least two Business Days prior to the Third Closing Date. (d) The Company shall obtain the requisite approvals of the Bermuda Monetary Authority for the issuances of Shares pursuant to this Section 2.3.

Third Closing. (a) On the Third Closing Date, upon the terms and conditions set forth hereinin this Agreement, the Company agrees to sell, and the Purchaser agrees to purchase, 1,111,111 shares of Common Stock (the “Third Closing Shares”) and the Third Closing Warrant, which closing shall occur no later than eighteen (18) months from the date of the Second Closing Tranche 3 Purchase (the “Third Closing” and together with the First Closing and the Second Closing, the “Closings” and each, a “Closing”). The Purchaser, ) shall occur at 10:00 am New York City time on the thirteenth (13th) Business Day after (or such other date and time as is mutually agreed to by the parties) the Company delivers a written notice to the Purchaser in its sole discretion, may purchase additional shares of Common Stock in the form attached hereto as Exhibit A stating that the Company is electing to consummate the Third Closing (which notice must be delivered on or prior to the Final Notice Date), by the electronic exchange of documents (the date on which the Third Closing occurs is referred to herein as the “Additional Shares”) for Third Closing Date” and together with the Per Share Purchase Price (the “Additional Subscription Amount”). On the Third First Closing Date and Second Closing Date, the Purchaser shall deliver “Closing Dates”). (b) At the Third Closing: (i) Subject to the Company, via wire transfer, immediately available funds equal to the Third Closing Subscription Amount (and the Additional Subscription Amount, if applicablePurchaser’s compliance with Section 2.04(b)(ii), and the Company shall deliver to the Purchaser the Third Closing Shares Tranche 3 Securities registered in the name of any Purchaser, free and clear of all Liens (except for any restrictions on ownership and transfer imposed by the Company Charter Documents, the Securities Act and any applicable securities Laws) and record the Purchaser as the owner of such Tranche 3 Securities on the books and records of the Company. (ii) Subject to the Company’s compliance with Section 2.04(b)(i) and the Additional Shares, if applicablesatisfaction or waiver of the conditions set forth in Section 2.04(c), and the Purchaser shall pay the Tranche 3 Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds, to an account designated by the Company in writing. (c) The obligation of the Purchaser to consummate the Third Closing Warrant within three Trading Days is subject to the satisfaction or waiver by Purchaser of the following conditions: (i) either (A) the Second Closing having occurred prior to the Third Closing, or (B) the Second Closing occurring concurrently with the Third Closing; (ii) the Dividends as of the most recent prior Dividend Payment Date (as such capitalized terms are defined in the Articles Supplementary) on any shares of Series B Preferred Stock held by Purchaser are not then in arrears and the Company is not then in default under, or otherwise then in breach of, any of the Transaction Documents; (iii) after giving effect to the Third Closing and the Company’s intended use of the Tranche 3 Purchase Price, to the Knowledge of the Company, the Company is not then in default under, or then in breach of any covenants of, any of the Debt Financing Facilities or any debt financing facility of the Company entered into after the First Closing; (iv) (A) each of the Fundamental Representations shall be true and accurate in all material respects as of the Third Closing Date, Date as if made on and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction as of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing Date (other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall occur at the offices have been true and accurate in all material respects as of Company Counsel or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event that, earlier date); (B) from the Second Closing Date through the Third Closing Date, there shall not have occurred any Material Adverse Effect; and (C) each of the other representations and warranties made by the Company issues more than 16,667 Pre-emptive Shares, in this Agreement shall be true and accurate in all respects as of the number of Third Closing Shares Date as if made on and as of the Third Closing Date (other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been true and accurate in all respects as of such earlier date), other than failures to be true and accurate that have not resulted in a Material Adverse Effect; provided, however, that, in the case of each of the foregoing clause (C), for purposes of determining the accuracy of such representations and warranties, all materiality and similar qualifications limiting the scope of such representations and warranties shall be increased disregarded; (without the payment of additional funds by the Purchaserv) to such number that will result in the Purchaser owning shall have received from the same percentage ownership Company a certificate from a secretary or an executive officer of the outstanding shares Company, dated as of Common Stock the Third Closing Date, to the effect that it would each of the conditions specified in clauses (ii) through (iv) of this Section 2.04(c) has been satisfied; and (vi) the Purchaser shall have been entitled to own had received from the Company not issued any Pre-emptive Shares in connection with the Third Closinga REIT Opinion and a Company Counsel Opinion.

Third Closing. On At any time after forty-five (45) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date, upon ” and subject to satisfaction of the terms and conditions set forth hereinin Sections 7 and 8, (A) the Company agrees shall deliver to sell, and the Purchaser agrees Buyer the following: (i) the Third Debenture; (ii) an amendment to purchase, 1,111,111 the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (the “Third Closing Shares”iii) and the Third Closing Warrant, which closing shall occur no later than eighteen (18) months from the date an officer’s certificate of the Second Closing (the “Third Closing”). The PurchaserCompany confirming, in its sole discretion, may purchase additional shares as of Common Stock in the Third Closing (the “Additional Shares”) for the Per Share Purchase Price (the “Additional Subscription Amount”). On the Third Closing Date, the Purchaser shall deliver to accuracy of the Company, via wire transfer, immediately available funds equal to the Third Closing Subscription Amount (’s representations and the Additional Subscription Amount, if applicablewarranties contained herein and updating Schedules 3(b), 3(c) and the Company shall deliver to the Purchaser the Third Closing Shares (and the Additional Shares, if applicable), and the Third Closing Warrant within three Trading Days 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third ClosingPurchase Price. 9. Upon satisfaction The following sentences shall be added to Section 12(a): In addition, the Company shall issue 350,000 shares of Restricted Stock (the “Second Commitment Shares”) to Investments as a commitment fee on the Second Closing Date. The Second Commitment Shares shall be earned in full as of the covenants and conditions set forth in Sections 2.2 and 2.3Second Closing Date. In addition, the Company shall issue 350,000 shares of Restricted Stock (the “Third Commitment Shares”) to Investments as a commitment fee on the Third Closing Date. The Third Commitment Shares shall occur at be earned in full as of the offices Third Closing Date. A non-accountable fee of Company Counsel or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event that, from One Thousand and 00/100 Dollars ($1,000.00) on the Second Closing Date through (with respect to the Third Closing Date, the Company issues more than 16,667 Pre-emptive Shares, the number of Third Closing Shares Second Debenture) shall be increased (without withheld from the payment of additional funds by Second Purchase Price to cover the Purchaser) to such number that will result in the Purchaser owning the same percentage ownership of the outstanding shares of Common Stock that it would have been entitled to own had the Company not issued any Pre-emptive Shares Buyer’s accounting fees, legal fees, and other transactional costs incurred in connection with the transactions contemplated by the Second Debenture. A non-accountable fee of One Thousand and 00/100 Dollars ($1,000.00) on the Third ClosingClosing Date (with respect to the Third Debenture) shall be withheld from the Third Purchase Price to cover the Buyer’s accounting fees, legal fees, and other transactional costs incurred in connection with the transactions contemplated by the Third Debenture. 10. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Agreement. Except as specifically modified hereby, all of the provisions of the Agreement, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.

Third Closing. On (a) If the Discharge shall not have occurred prior to the Third Closing Date (and the Third Closing shall not occur if the Discharge has occurred), the issuance of the Third Closing Shares (as defined below) shall take place at a closing (the “Third Closing”) to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Lender Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date, upon . (b) At the terms and conditions set forth hereinThird Closing, the Company agrees shall issue and deliver to sellthe Lender Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 45.92% of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a number of Series B Preference Shares, credited as fully paid, equal to 45.92% of the Purchaser agrees First Closing Date Post Issuance Preference Shares rounded to purchase, 1,111,111 shares of Common Stock two decimal places (the “Third Closing Shares”) and the Third Closing Warrant, which closing shall occur no later than eighteen (18) months from the date of the Second Closing (the “Third Closing”). The Purchaser, in its sole discretion, may purchase additional shares of Common Stock in the Third Closing (the “Additional Shares”) for the Per Share Purchase Price (the “Additional Subscription Amount”). On the Third Closing Date, the Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the Third Closing Subscription Amount (and the Additional Subscription Amount, if applicable), and the Company shall deliver to the Purchaser the Third Closing Shares (and the Additional Sharesshall be allocated ratably, if applicable)including fractional shares, and the Third Closing Warrant within three Trading Days to each Lender Shareholder according to aggregate principal amount of each such Lender Shareholder’s outstanding Loans as of the Third Closing Date, and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable . With respect to Series B Ordinary Shares issued at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing Lender Shareholders shall occur receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preferred Shares issued at the offices of Third Closing, the Lender Shareholders shall receive Series B1 Preferred Shares unless they elect to receive Series B2 Preferred Shares. Such elections shall be made by notice to the Company Counsel or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event that, from the Second Closing Date through at least two Business Days prior to the Third Closing Date, . (c) The Company shall obtain the Company issues more than 16,667 Pre-emptive Shares, the number of Third Closing Shares shall be increased (without the payment of additional funds by the Purchaser) to such number that will result in the Purchaser owning the same percentage ownership requisite approvals of the outstanding shares Bermuda Monetary Authority for the issuances of Common Stock that it would have been entitled Shares pursuant to own had the Company not issued any Pre-emptive Shares in connection with the Third Closingthis Section 2.3.