Common use of Closing Conditions Clause in Contracts

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) The Merger shall have been consummated on or before the Closing; (ii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (iiiii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the Merger shall have been consummated; (iv) the minimum aggregate Subscription Amount hereunder from pre-Merger shareholders of Viveve shall be $3.5 million; (v) the minimum aggregate Subscription Amount hereunder from Company investors introduced by the Company Placement Agent shall be $1.5 million, which such aggregate Subscription Amount shall include the cancellation of the Viveve Bridge Notes; (vi) the minimum aggregate Subscription Amount from investors introduced to the Company by Viveve shall be $1 million (excluding amounts described in 2.3(b)(iv); (vii) the RenalGuard Spin-Off shall have occurred prior to the closing of the Merger; (viii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivix) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vx) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such dateherein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) all of the existing debtholders of the Company and its Subsidiaries, including but not limited to, those holders identified on Schedule 3.1(aa) and collectively referred to herein as the “Existing Debtholders”, which schedule sets forth the holders of all outstanding indebtedness of the Company and its Subsidiaries, shall each have executed and delivered the Purchasers an agreement whereby each Existing Debtholders shall have converted such indebtedness to a series of preferred stock of the Company, on terms and conditions satisfactory to the Purchasers (including, without limitation, a provision waiving any requirement to reserve shares of Common Stock underlying such preferred stock until the Authorized Share Approval has occurred), and shall have released the Company from all obligations in connection with such indebtedness (including releasing any liens); (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketMarket (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this AgreementAgreement (an the update of the register of shareholders (being prime facie evidence of legal title) to reflect the issuance of the Securities); (iv) the Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Purchaser the Preliminary Prospectus and the Prospectus as required thereunder; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder with respect to any Purchaser in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers such Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each such Purchaser of the items set forth in Section 2.2(b2.4(b) of this Agreement; and (iv) NYSE MKT shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy representations and warranties made by the Company in Article 3 hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Article 3 hereof not qualified as to materiality shall be true and correct in all material respects (oras of the date hereof and the Closing Date, except to the extent representations any such representation or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless warranty expressly speaks as of a specific date therein an earlier date, in which case they such representation or warranty shall be accurate true and correct in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.4(a) of this Agreement; (iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect; (v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or Proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents; (vi) no stop order or suspension of trading shall have been imposed by NYSE MKT, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock; (vii) NYSE MKT shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents; (viii) the Company shall have made available to the Purchasers upon request customary lock-up agreements from each director and officer of the Company, and from BioTime, Inc., with a lock-up period of at least 90 days; and (ix) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations obligation of the Company hereunder in connection with parties to complete the transactions contemplated by Section 2 hereof (the “Stock Purchase”) shall be conditioned on the satisfaction or waiver of the following conditions: 3.1. The obligation of the Investor to complete the Stock Purchase shall be conditioned on the satisfaction or waiver by the Investor of the following conditions: a. The Investor shall have received an opinion, dated the Closing are subject Date, from Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, and/or another nationally recognized law firm, as counsel to the following conditions being met: (i) the accuracy in all material respects (orCompany, as to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date validity of the Securities being sold in the Stock Purchase, substantially in the form set forth in Schedule 3.1(a) to this Agreement. b. The representations and warranties of the Purchasers Company contained herein (unless in this Agreement shall be true and correct on and as of a specific the date therein in which case they shall be accurate in all material respects hereof and on and as of the Closing Date as if made on and as of the Closing Date (or, to the extent except for any such representations or warranties are qualified by materialitymade as of the date hereof or as of another date, in all respects) which shall be true and correct as of such date);, and the Investor shall have received a certificate of the chief executive officer and chief financial officer of the Company, dated as of the Closing Date, substantially in the form set forth in Schedule 3.1(b) to this Agreement, certifying to that fact. (ii) c. The Company shall have performed in all obligations, material respects all of its covenants and agreements of each Purchaser required obligations in this Agreement that are to be performed at or prior to the Closing Date Closing, and the Investor shall have been performed; and (iii) the delivery by each Purchaser received a certificate of a senior officer of the items Company, dated as of the Closing Date, certifying to that fact. d. On the Closing Date, the Company shall have duly executed and delivered to the Investor an Investor Agreement in substantially the form set forth as Exhibit B hereto (the “Investor Agreement”) and a Registration Rights Agreement in Section 2.2(b) of this substantially the form set forth as Exhibit C hereto (the “Registration Rights Agreement”). (b) 3.2. The respective obligations obligation of the Purchasers hereunder in connection with Company to complete the Closing are subject to Stock Purchase shall be conditioned on the satisfaction or waiver by the Company of the following conditions being metconditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the a. The representations and warranties of the Company Investor contained herein (unless in this Agreement shall be true and correct on and as of a specific the date therein in hereof and on and as of the Closing Date as if made on and as of the Closing Date (except for any such representations or warranties made as of the date hereof or as of another date, which case they shall be accurate true and correct as of such date). b. The Investor shall have performed in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, its covenants and agreements of the Company required obligations in this Agreement that are to be performed at or prior to the Closing. c. On the Closing Date Date, the Investors shall have duly executed and delivered to the Company each of the Registration Rights Agreement and the Investor Agreement. 3.3. The obligation of the parties to complete the Stock Purchase shall also be conditioned on the satisfaction or waiver by both the Company and the Investor of the following conditions. a. The Company shall have duly filed with the Secretary of State of the State of Delaware the Preferred Stock CoD. b. The shares of Common Stock issuable at the Closing or upon conversion of the Preferred Stock shall have been performed;duly authorized for listing, subject to official notice of issuance, on the New York Stock Exchange. (iiic. The Board of Directors of the Federal Deposit Insurance Corporation shall have granted a written “cross guarantee waiver” pursuant to Section 5(e)(5) of the delivery by U.S. Federal Deposit Insurance Act in form and substance reasonably acceptable to the Company and the Investor. d. The Board of Governors of the items set forth in Section 2.2(a) of this Agreement; (iv) there Federal Reserve System shall have been no Material Adverse Effect issued a written determination that Investor does not and will not “control” the Company or any of its subsidiaries for purposes of the U.S. Bank Holding Company Act of 1956, as amended, without the imposition of any term, condition or consequence the acceptance of which would constitute a Substantial Detriment. e. The Staff of the Committee on Foreign Investment in the United States shall have issued a “clearance letter” with respect to the Company since transactions contemplated by this Agreement, without the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness imposition of any Registration Statement term, condition or consequence the acceptance of which would constitute a Substantial Detriment. f. The approvals or authorizations of, filings and registrations with, and notifications to, all governmental or regulatory authorities (collectively, “Governmental Entities”) required for the Investor’s acquisition of the Securities (but not for the conversion of the Preferred Stock into Common Stock) (collectively, with those set forth in 3.3(c), (d), and (e), the “Required Approvals”) shall have been issued obtained or made and no proceedings for that purpose shall be in full force and effect and all waiting periods under the Required Approvals shall have expired or been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market whichterminated, in each casecase without the imposition of any term, condition or consequence the acceptance of which would constitute a Substantial Detriment, and no provision of any applicable law or regulation, judgment, injunction, order or decree shall be in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at effect that would prohibit the Closing; and (vi) The Company has, and no Governmental Entity shall have instituted an investigation or has the ability to useproceeding that could result in such a judgment, all of its Intellectual Property Rights andinjunction, as of the applicable Closing Date, there is no pending order or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsdecree.

Closing Conditions. (a) The obligations of the Company hereunder hereunder, with respect to any Purchaser in connection with the Closing Closing, are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers such Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each such Purchaser of the items set forth in Section 2.2(b2.4(b) of this Agreement; and (iv) NASDAQ shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy representations and warranties made by the Company in all material respects (orARTICLE 3 hereof shall be true and correct as of the date hereof and the Closing Date, except to the extent representations any such representation or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless warranty expressly speaks as of a specific date therein an earlier date, in which case they such representation or warranty shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) true and correct as of such earlier date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.4(a) of this Agreement; (iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect; (v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents; (vi) no stop order or suspension of trading shall have been imposed by NASDAQ, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock; (vii) NASDAQ shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions; (viii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) with respect to a Purchaser in the State of Israel, written confirmation that as of the date of any offer of securities, and as of the Closing Date, such Purchase is a Qualified Investor), that such Purchaser is fully aware of the significance of being a Qualified Investor pursuant to such criteria and that it has given its consent, in form and substance reasonably satisfactory in all respects to the Company; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock ADSs and Company’s securities shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred after the date of this Agreement any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) the filing of the Prospectus Supplement with the Commission; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such datetherein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, except that any representation and warranty that is qualified as to the extent representations “materiality” or warranties are qualified by materiality or “Material Adverse Effect, ” shall be true and correct in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein except for those which by their terms specifically refer to an earlier date, in which case they such representations and warranties shall be accurate have been true and correct in all material respects or, (except that any representation and warranty that is qualified as to the extent representations “materiality” or warranties are qualified by materiality or “Material Adverse Effect, ” shall be true and correct in all respects) as of such earlier date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the over-the-counter market on the NYSE MKT (except for any suspension of trading of limited duration agreed to by the Company’s principal Trading Market, and, at any time which suspension shall be terminated prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing); and (vi) The the delivery by the Company has, or has the ability to use, all of its Intellectual Property Rights and, a certificate dated as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any Date signed on behalf of the Company’s Intellectual Property RightsCompany confirming the satisfaction of the conditions contained in paragraphs (i), (ii), (iv) and (v) of this Section 2.3(b).

Closing Conditions. Effectiveness of this Agreement is subject to the satisfaction or waiver of the following conditions precedent: (a) The obligations Administrative Agent’s receipt of the Company hereunder in connection with the Closing are subject to the following conditions being metfollowing: (i) this Agreement, duly executed and delivered by the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date Borrower and each of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)other parties hereto; (ii) all obligationsthe Guarantee and Security Agreement, covenants duly executed and agreements delivered by the Borrowers as of the Closing Date, together with duly prepared financing statements in form for filing under the applicable UCC in the jurisdiction of formation of each Purchaser Borrower; (iii) certified copies of (x) the constitutive documents of each Borrower and (y) resolutions or other authorizing documentation of each Obligor and the General Partner evidencing the taking of all necessary action authorizing and approving the execution, delivery and performance by each Borrower of the Loan Documents to which it is a party; (iv) a certificate of an officer of each Borrower certifying the names and true signatures of the officers authorized to sign the Loan Documents and any other documents to be delivered hereunder by each Borrower; (v) the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, in a form reasonably acceptable to the Administrative Agent; (vi) a certificate of an officer of KCMH, dated the Closing Date, certifying that (a) the representations and warranties contained in Section 5.01 and in the other Loan Documents are true and correct in all material respects on and as of such date as though made on and as of such date and (b) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default; (vii) a certificate attesting to the Solvency of KCMH and its Subsidiaries, taken as a whole, after giving effect to the effectiveness of this Agreement and any Loans made or Letters of Credit issued or outstanding on the Closing Date; and (viii) all documentation and other information reasonably requested in writing at least five Business Days prior to the Closing Date in order to allow the Administrative Agent to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. (b) KCMH shall have paid all fees and expenses (including fees, charges and disbursements of counsel invoiced prior to the Closing Date) required to be performed at paid on or prior to the Closing Date shall have been performed; and (iii) to the delivery by each Purchaser of Administrative Agent or the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder Lead Arranger in connection with this Agreement. The Administrative Agent will promptly notify the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date Lenders of the representations and warranties occurrence of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations obligation of the Company hereunder in connection with parties hereto to consummate the Closing are purchase and sale of the Equity Support Shares pursuant to this Equity Support Agreement is subject to the following conditions: (a) there shall not be in force any injunction or order from an entity having jurisdiction that enjoins or prohibits the issuance and sale of the Equity Support Shares under this Equity Support Agreement; (b) all conditions being met: precedent to the Transaction Closing under the Transaction Agreement shall have been satisfied or waived (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be fulfilled at or substantially contemporaneously with the Transaction Closing); (c) (i) solely with respect to each Subscriber’s obligation to close, the accuracy representations and warranties made by the Issuer, and (ii) solely with respect to the Issuer’s obligation to close, the representations and warranties made by the applicable Subscriber in this Equity Support Agreement shall be true and correct in all material respects as of the Closing Date other than (x) those representations and warranties which are qualified by materiality, Material Adverse Effect or similar qualification, which shall be true and correct in all respects as of the Closing Date, and (y) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (or, to the extent representations or warranties are if qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (orMaterial Adverse Effect or similar qualification, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); , in each case without giving effect to the consummation of the Transactions; (iid) all obligationssolely with respect to each Subscriber’s obligation to close, covenants and agreements of each Purchaser required to be performed at or prior to the Transaction Closing, Issuer shall have received cash proceeds from the PIPE Investment of at least $45.0 million in an aggregate amount, all of which shall be immediately available to Issuer upon the Transaction Closing Date (the “PIPE Cash”); (e) solely with respect to each Subscriber’s obligation to close, there shall have been performedno notice of default delivered pursuant to, an event of default occurring or be continuing under, and no acceleration of amounts outstanding under the indenture dated December 30, 2021, between the Issuer and Wilmington Savings Fund Society, FSB, as trustee governing the Issuer’s $50 million aggregate principal amount of convertible notes; and (iiif) solely with respect to each Subscriber’s obligation to close, the applicable Collateral Account Deposit and the Option Premium Payment shall have been completed and each Subscriber shall have a valid and perfected first priority security interest in their applicable Collateral Accounts and shall have control (within the meaning of Section 8-106 and 9-106 of the Uniform Commercial Code as in effect in the State of New York) of the Collateral Accounts pursuant to the Control Agreement, such Control Agreement and the Pledge Agreement to be in the form and substance reasonably satisfactory to such Subscriber and such Pledge Agreement has been ratified by the Issuer and the Issuer shall have paid to the Securities Intermediary or deposited into the Collateral Account the maximum amount of the Securities Intermediary’s fees and expenses payable pursuant to the Control Agreement; (g) solely with respect to each Subscriber’s obligation to close, on the Closing Date the Issuer shall have delivered to the Subscribers a solvency certificate (the “Solvency Certificate”) with respect to the Issuer signed by a director, the chief executive officer or the chief financial officer of the Issuer certifying as to the solvency of the Issuer as of the date hereof, (if different) the delivery date of each Pledge Agreement and as of and immediately after the Closing Date within the same certificate, which Solvency Certificate is reasonably satisfactory to the Subscribers; (h) solely with respect to each Subscriber’s obligation to close, the forms of representation letters and certificates required from such Subscriber and its broker (nominee) have been agreed to by the parties, and such representation letters and certificates shall have been executed by such Subscriber’s broker (nominee) and delivered to the Issuer and its counsel prior to the Transaction Closing so that the Equity Support Shares will be delivered to each Purchaser Subscriber or such Subscriber’s nominee through the facilities of The Depository Trust Company (the “DTC”), maintained in the form of book entries on the books of the items set forth in Section 2.2(bDTC and allowed to be settled through the DTC’s regular book-entry settlement services without any restrictive legend within five (5) of this Agreement. business days after the Effectiveness Deadline (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: as defined below); (i) solely with respect to each Subscriber’s obligation to close, the accuracy Issuer shall have caused its Cayman Islands counsel to deliver to the Subscribers at the Transaction Closing an opinion regarding the validity of this Equity Support Agreement and the transactions contemplated hereby, such opinion to be in form and substance reasonably satisfactory to the Subscribers; (j) (A) solely with respect to each Subscriber’s obligation to close, the Issuer shall have performed, satisfied and complied in all material respects (orwith all covenants, to the extent representations or warranties are qualified agreements and conditions required by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required this Equity Support Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed; Closing, and (iiiB) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect solely with respect to the Company since Issuer’s obligation to close, the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement applicable Subscriber shall have been issued performed, satisfied and no proceedings for that purpose shall have been instituted complied in all material respects with all covenants, agreements and conditions required by this Equity Support Agreement to be performed, satisfied or contemplated complied with by the Commission, trading in the Common Stock shall not have been suspended by the Commission it at or the Company’s principal Trading Market, and, at any time prior to the Closing. For the avoidance of doubt, PIPE Cash excludes (1) any proceeds raised pursuant to an Excluded Financing (as defined below) and (2) proceeds from the Trust Account (as defined below); and (k) solely with respect to each Subscriber's obligation to close, on or before the Closing DateDate the Issuer shall have delivered to the Subscribers certified copies of resolutions of the board of directors and the Shaolin transaction committee passed expressly authorizing this Equity Support Agreement, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market whicheach Pledge Agreement and each Control Agreement, in each case, in form and substance reasonably satisfactory to the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property RightsSubscribers.

Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, determined without regard to the extent representations or warranties are qualified by any materiality, in all respectsMaterial Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b) of this Agreement; (iv) the issue and sale of the Convertible Debenture being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under Applicable Laws relating to the offer and sale of the Convertible Debenture, or the Company having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement or deliver an offering memorandum; and (v) all necessary regulatory approvals being obtained prior to the Closing Date. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with to effect the Closing Closing, unless waived by the Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) no Event of Default (as defined in the Transaction Documents) shall have occurred under the Transaction Documents; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) all necessary regulatory approvals being obtained prior to the Closing Date; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketTSX Venture Exchange, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities authorities, nor shall the Company have issued any variable rate securities, issued any equity or debt securities at a price lower than the purchase price of the Convertible Debenture hereunder or conversion price thereof, or have issued any securities with anti dilution features, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) the Registration Statement shall be effective and available for the issuance and sale of the Shares hereunder and the Company shall have delivered to such Purchaser the Prospectus and the Prospectus Supplement as required thereunder; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity not currently existing as of the date hereof of such magnitude in its effect on, or any material adverse change in, any financial market Trading Market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations obligation of the Company hereunder in connection with parties hereto to consummate the Closing are purchase and sale of the Backstop Shares pursuant to this Backstop Subscription Agreement is subject to the following conditions: (a) there shall not be in force any injunction or order enjoining or prohibiting the issuance and sale of the Backstop Shares under this Backstop Subscription Agreement; (b) all conditions being met: precedent to the closing of the Transaction under the Transaction Agreement shall have been satisfied or waived (ias determined by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be fulfilled at or substantially contemporaneously with the closing of the Transaction); (c)(i) solely with respect to the accuracy Backstop Investor’s obligation to close, the representations and warranties made by Issuer, and (ii) solely with respect to Issuer’s obligation to close, the representations and warranties made by the Backstop Investor, in each case, in this Backstop Subscription Agreement shall be true and correct in all material respects as of the Closing Date other than (x) those representations and warranties which are qualified by materiality, Material Adverse Effect or similar qualification, which shall be true and correct in all respects as of the Closing Date, and (y) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (or, to the extent representations or warranties are if qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (orMaterial Adverse Effect or similar qualification, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); , in each case without giving effect to the consummation of the Transactions; and (iid)(i) solely with respect to the Backstop Investor’s obligation to purchase the Backstop Shares pursuant to this Backstop Subscription Agreement, Issuer shall have performed, satisfied and complied in all obligationsmaterial respects with all covenants, covenants agreements and agreements of each Purchaser conditions required by this Backstop Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date Closing, and (ii) solely with respect to the Issuer’s obligation to close, the Backstop Investor shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy , satisfied and complied in all material respects (orwith all covenants, to the extent representations or warranties are qualified agreements and conditions required by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required this Backstop Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the to sell Shares at a Closing are subject to the satisfaction by the Purchaser, or waiver by the Company, of each of the following conditions being metconditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein shall be true and correct as of the Closing Date (unless such representations and warranties speak as of a specific date therein date, in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) true and correct as of such date); (ii) the Purchaser shall have performed and complied with all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performedDate; and (iii) the delivery by each Purchaser of shall have delivered the items set forth in Section 2.2(b2.4(b) of this AgreementAgreement applicable for such Closing. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the to acquire Shares at a Closing are subject to the satisfaction by the Company, or waiver by the Purchaser, of each of the following conditions being metconditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein shall be true and correct as of the Closing Date (unless such representations and warranties speak as of a specific date therein date, in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) true and correct as of such date); (ii) the Company shall have performed and complied with all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedDate; (iii) the delivery by the Company of shall have delivered the items set forth in Section 2.2(a2.4(a) of this AgreementAgreement applicable for such Closing; (iv) the Company shall have obtained all authorizations, approvals and permits, if any, of any Person required in connection with the lawful issuance and sale of the Shares to the Purchaser at such Closing, and all such authorizations, approvals and permits shall be effective as of such Closing; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (vvi) the Registration Statement shall be in full force and effect; and (vii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such the Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; (iv) the execution by the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇, in his individual capacity, of the Option Agreement; (v) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; (vi) The Company shall have obtained in a timely fashion any and all consents, Material Permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Pre-Funded Warrants, including the Pre-Funded Warrant Shares (including all Required Approvals), all of which shall be and remain so long as necessary in full force and effect; and (vii) HoD or its wholly-owned subsidiary Dogecoin Ventures, Inc. shall have delivered the HoD Contribution as of the Closing Date. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all respects when made of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date) and the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (vi) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and (vivii) The the Company hasshall have obtained in a timely fashion any and all consents, or has permits, approvals, registrations and waivers necessary for consummation of the ability to usepurchase and sale of the Pre-Funded Warrants, including the Pre-Funded Warrant Shares (including all Required Approvals), all of its Intellectual Property Rights and, which shall be and remain so long as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsnecessary in full force and effect.

Closing Conditions. 6.1. Conditions to Each Party's Obligations to Effect the Transactions Contemplated Hereby. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) There shall be no effective injunction, writ, or preliminary restraining order of a court of competent jurisdiction directing that the transactions provided for herein shall not be consummated. (b) No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have been instituted (i) to restrain, prohibit or invalidate the transactions contemplated by this Agreement or the Indemnification Agreement or (ii) which seeks material or substantial damages by reason of completion of such transaction. (c) The applicable waiting periods under the HSR Act shall have expired or been terminated. 6.2. Conditions to the Obligations of the Seller, MTI and the Parent to Effect the Transactions Contemplated Hereby. The obligations of the Company hereunder in connection with Seller, MTI and the Closing are Parent to effect the transactions contemplated hereby shall be further subject to the fulfillment at or prior to the Closing Date of the following conditions being metconditions, any of which may be waived by the Seller, MTI and the Parent: (i) the accuracy The Buyer shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date; and (orii) the representations and warranties of the Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except as otherwise contemplated by this Agreement), except to the extent representations or warranties are qualified by materiality, in that all respects) on the Closing Date failures of the representations and warranties of the Purchasers contained herein Buyer set forth in this Agreement to be true and correct, taken together, would not have a Buyer Material Adverse Effect. (unless as b) The Seller shall have received a certificate to the effect of a specific date therein in which case they Section 6.2(a) signed by an authorized officer of the Buyer. 6.3. Conditions to the Obligations of the Buyer to Effect the Transactions Contemplated Hereby. The obligations of the Buyer to effect the transactions contemplated hereby shall be accurate in all material respects (or, further subject to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed fulfillment at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met(provided that, with respect to (d) below, Buyer has negotiated in good faith), any of which may be waived by the Buyer: (i) the accuracy The Seller and MTI shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing Date; and (orii) the representations and warranties of the Seller, the Parent and MTI set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except as otherwise contemplated by this Agreement), except to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in that all respects) when made and on the Closing Date failures of the representations and warranties of the Company contained herein (unless as of Seller, the Parent and MTI set forth in this Agreement to be true and correct would not have a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Business Material Adverse Effect, in all respects) as of such date;. (iib) all obligations, covenants and agreements Since the date of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) execution of this Agreement;, no event has occurred that will cause a Business Material Adverse Effect. (ivc) there The Buyer shall have been no Material Adverse Effect with respect received a certificate to the Company since effect of clauses 6.3(a) and 6.3(b) signed by an authorized officer of each of the date hereof;Seller and MTI. (vd) from the date hereof to the Closing DateParent, no stop order suspending the effectiveness of any Registration Statement or Parent's nominee, shall have been issued agreed to enter into an interim, short-term, services agreement ("Services Agreement") with Buyer pursuant to which Parent or Parent's nominee shall perform certain administrative services for Buyer on reasonable terms and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsconditions.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date in all material respects (or, or to the extent representations or warranties are qualified by materiality, in all respects) as of such datemateriality or Material Adverse Effect); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock Ordinary Shares shall not have been suspended by the Commission or the Company’s principal any Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred after the date of this Agreement any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by Purchaser of the items set forth in Section 2.4(b) or 2.4(d), as applicable, of this Agreement. (b) The obligations of Purchaser hereunder in connection with each Closing are subject to the following conditions being met: (i) the Purchaser’s board of directors, in its sole discretion, has approved the Purchase Notice and the Company’s proposed use of the proceeds relating thereto; (ii) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default;;; (iii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date Date, and immediately after giving effect to the purchase and sale of the Debentures described in the applicable Purchase Notice, of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (iiiv) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iiiv) the delivery by the Company of the items set forth in Section 2.2(a2.4(a) or 2.4(c), as applicable, of this Agreement; (ivvi) the Purchaser will have a first priority security interest in all proceeds from the purchase and sale of the Debentures described in the applicable Purchase Notice; (vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vviii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the each Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company and the Selling Stockholder hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the such Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the such Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b2(c) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being metmet on or prior to the Closing Date: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the such Closing Date of the representations and warranties of the Company and the Selling Stockholder contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company and the Selling Stockholder required to be performed at or prior to the such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2(a) of this Agreement; (iv) the delivery by the Selling Stockholder of the items set forth in Section 2(b) of this Agreement; (v) the consummation of the Merger (as defined in the Private Placement Memorandum); (vi) the entry by the Company into the Secured Credit Facility (as defined in the Private Placement Memorandum) in an aggregate amount of no less than $20,000,000; and (v) there shall have been no (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect with respect to the Company Effect”) since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement; and (iv) the delivery to the Company’s Board of Directors of a written opinion from Emerging Growth Equities, Inc. stating that the transactions contemplated hereby are fair to the Company and the Stockholders from a financial point of view. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy representations and warranties made by the Company in ARTICLE III hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE III hereof not qualified as to materiality shall be true and correct in all material respects (oras of the date hereof and the Closing Date, except to the extent representations any such representation or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless warranty expressly speaks as of a specific date therein an earlier date, in which case they such representation or warranty shall be accurate true and correct in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect; (v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents; (vi) no stop order or suspension of trading shall have been imposed by Nasdaq, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock that is continuing; and (vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) the Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvi) the Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(b); and (vii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) approval of a listing application from the New York Stock Exchange MKT approving the issuance of the Shares and Warrants in accordance with the terms of this Agreement; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) approval of a listing application from the New York Stock Exchange MKT approving the issuance of the Shares and Warrants in accordance with the terms of this Agreement; and (vi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (ai) The obligations of the Company hereunder Investor, on the one hand, and the Company, on the other hand, to consummate the purchase and sale of the Shares provided for in connection with the Closing this Agreement are each subject to the following conditions being met: (i) the accuracy in all material respects (satisfaction or, to the extent representations permitted by Law and this Agreement, the waiver by the Company or warranties are qualified by materialitythe Investor, in all respects) on as applicable, of the following conditions to the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date);under this Agreement: (iiA) all obligations, covenants and agreements of each Purchaser All Governmental Consents required to be performed have been obtained at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. (B) The Merger Transactions shall have been consummated in accordance with the Merger Agreement, including the approval of the Merger Agreement by the stockholders of each of the Company and CFB; (C) If required under applicable Law or the rules and regulations of the Nasdaq Stock Market, the approval by stockholders of the Company of resolutions providing for the Company’s issuance of the maximum number of shares of Common Stock to be issued under this Agreement and in the Concurrent Other Transactions in accordance with this Agreement, the definitive documentation relating to the Concurrent Other Transactions, and applicable Law and the rules and regulations of the Nasdaq Stock Market (such approval being referred to herein as the “Stockholder Approval”) shall have been obtained; (D) Approval by the stockholders of the Company to increase in the authorized number of shares of Voting Common Stock (which will become Class A Common Stock upon completion of the Merger) from 50,000,000 shares to 75,000,000 shares, to be effected by the filing of an amended and restated certificate of incorporation of the Company (the “Authorized Shares Increase Approval”), shall have been obtained. (ii) The obligation of the Investor to consummate the purchase of Shares provided for in this Agreement is also subject to the satisfaction or waiver by the Investor of the following conditions being metto the Closing: (A) (i) the accuracy The Company Specified Representations shall be true and correct in all material respects (or, to on and as of the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date and (ii) the other representations and warranties of the Company contained herein (unless set forth in this Agreement shall be true and correct in all respects on and as of a specific the date therein of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date, except, in which the case they shall be accurate in all material respects orof this clause (ii) only, to the extent representations or warranties are qualified by that the failure to be true and correct (without regard to any materiality or Material Adverse EffectEffect qualifications contained therein), would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and except, in all respectsthe case of clauses (i) and (ii), that representations and warranties made as of a specified date shall be true and correct as of such date; (iiB) The Company shall have performed and complied with, in all obligationsmaterial respects, all agreements, covenants and agreements of the Company conditions required by this Agreement to be performed at by it on or prior to the Closing Date Date; (C) The Investor shall have received a certificate, dated as of the Closing Date, signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(c)(ii)(A), Section 1.2(c)(ii)(B) and Section 1.2(c)(ii)(D) have been performedsatisfied on and as of the Closing Date; (D) Since the date of this Agreement, no Material Adverse Effect shall have occurred and no change or other event shall have occurred that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iii) The obligation of the delivery Company to consummate the sale of the Shares provided for in this Agreement is also subject to the satisfaction or written waiver by the Company of the items following conditions to the Closing: (A) The representations and warranties of the Investor set forth in Section 2.2(a) this Agreement shall be true and correct in all respects on and as of the date of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to Agreement and on and as of the Company since the date hereof; (v) from the date hereof to Closing Date as though made on and as of the Closing Date, no stop order suspending except to the effectiveness extent that the failure to be true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of any Registration Statement the Investor to perform its obligations hereunder and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the representations and warranties of the Investor set forth in Sections 2.3(d) and 2.3(f) shall be true and correct in all respects; (B) The Investor shall have been issued performed and no proceedings for that purpose shall have been instituted complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (viC) The Company hasshall have received a certificate, or has the ability to use, all of its Intellectual Property Rights and, dated as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any signed on behalf of the Company’s Intellectual Property RightsInvestor by a duly authorized person certifying to the effect that the conditions set forth in Section 1.2(c)(iii)(A) and Section 1.2(c)(iii)(B) have been satisfied on and as of the Closing Date.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this AgreementAgreement (an the update of the register of shareholders (being prime facie evidence of legal title) to reflect the issuance of the Securities); (iv) the Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Purchaser the Prospectus and the Prospectus Supplement as required thereunder; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date. The closing shall be either by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties may agree. The closing for each Mortgage Loan Package shall be subject to the satisfaction of each of the following conditions precedent: (a) The obligations of the Company hereunder in connection with the Closing are subject respect to the following conditions being metPurchaser's obligations to close: (i) the accuracy in all material respects (or, Company shall have delivered to the extent representations or warranties are qualified by materiality, in all respects) Purchaser and the Custodian the related Mortgage Loan Schedule and an electronic data file containing information on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)loan-level basis; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless under this Agreement shall be true and correct as of a specific the related Closing Date (or, with respect to Section 3.02, such other date therein in which case they shall be accurate specified therein) in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date no default shall have been performedoccurred hereunder which, with notice or the passage of time or both, would constitute an Event of Default hereunder; (iii) the delivery by Purchaser and its counsel shall have received an opinion from the Company Company's counsel, substantially in the form of Exhibit G attached hereto (with respect to the items set forth in Section 2.2(a) of this Agreementinitial closing only); (iv) there the Purchaser shall have been no Material Adverse Effect received from the Custodian an initial certification with respect to its receipt of the Company since Mortgage Loan Documents for the date hereofrelated Mortgage Loans; (v) from the Purchaser shall have received originals of the related Memorandum of Sale, the related Purchase Price and Terms Letter and a funding memorandum setting forth the Purchase Price(s), and the accrued interest thereon, for the Mortgage Loan Package, in each case executed on behalf of the Company; (vi) no Material Adverse Change or Market Change Event shall have occurred since the date hereof of the Purchase Price and Terms Letter; (vii) all other terms and conditions of this Agreement, the related Memorandum of Sale and the related Purchase Price and Terms Letter to be satisfied by the Closing Date, no stop order suspending the effectiveness of any Registration Statement Company shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading complied with in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any all material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingrespects; and (vib) The with respect to the Company's obligations to close: (i) the Company has, or has the ability to use, all of its Intellectual Property Rights and, as shall have received a copy of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any initial certification of the Company’s Intellectual Property RightsCustodian with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans; (ii) the Company has received originals of the related Memorandum of Sale, the related Purchase Price and Terms Letter and a funding memorandum setting forth the Purchase Price(s), and accrued interest thereon, for the Mortgage Loan Package, in each case executed on behalf of the Purchaser; and (iii) all terms and conditions of this Agreement, the related Memorandum of Sale and the related Purchase Price and Terms Letter to be satisfied by the Purchaser shall have been materially complied with. Upon satisfaction of the foregoing conditions, the Purchaser shall pay to the Company on such Closing Date the Purchase Price for the related Mortgage Loan Package, including accrued interest pursuant to Section 2.01 of this Agreement.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are is subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein therein, in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) no proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court or governmental body, or agency and shall be pending; (iv) the sale of the Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect; and (iiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement), as applicable. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein therein, in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement); (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the CommissionClosing, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketMarket (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing DateClosing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations Upon satisfaction or waiver by the party sought to be benefited thereby, of the Company hereunder conditions set forth in connection with this Section 2.2, the Closing are shall occur. (b) At or prior to the Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) Debentures in the Subscription Amount indicated below such Purchaser’s name on the signature page of this Agreement, registered in the name of such Purchaser; (ii) a Warrant to purchase up to a number of shares of Common Stock equal to 20% of the shares underlying the Debentures purchased by such Investor with a term of 4 years and an exercise price per Warrant Share equal to $6.17, subject to adjustment therein; and a Warrant to purchase up to a number of shares of Common Stock equal to 20% of the following conditions being metshares underlying the Debentures purchased by such Investor with a term of 4 years and an exercise price per Warrant Share equal to $6.71, subject to adjustment therein. (iii) the legal opinion of Company Counsel, in the form of Exhibit D attached hereto, addressed to the Purchasers; (iv) the Registration Rights Agreement duly executed by the Company; and (v) this Agreement duly executed by the Company. (c) At or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) the accuracy Subscription Amount in all material respects (orUnited States dollars and in immediately available funds, by wire transfer to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date account of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, Company pursuant to the extent representations or warranties are qualified by materiality, in all respects) as of such date)instructions set forth on Annex 1 attached hereto; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedRegistration Rights Agreement duly executed by such Purchaser; and (iii) the delivery this Agreement duly executed by each Purchaser of the items set forth in Section 2.2(b) of this Agreementsuch Purchaser. (bd) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the All representations and warranties of the Company other party contained herein (unless shall remain true and correct as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such dateClosing Date; (iie) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there There shall have been no Material Adverse Effect (as defined in Section 3.1(b)) with respect to the Company since the date hereof;; and (vf) from From the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or (except for any suspension of trading of limited duration agreed to by the Company’s principal Trading Market, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such the Purchaser, makes it impracticable or inadvisable to purchase the Securities Debentures at the Closing; and. (vig) The Company has, or has the ability to use, shall have received Purchase Agreements from Purchasers for an aggregate of all $10,000,000 of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property RightsDebentures.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the to effect a Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, determined without regard to the extent representations or warranties are qualified by any materiality, in all respectsMaterial Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of a Purchaser hereunder to effect the Purchasers hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the Escrow Agent shall have received executed signature pages to this Agreement with respect to the Subscription Amounts for which such Closing is to occur; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers Buyers contained herein (unless except to the extent expressly made as of a specific date therein date, in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser Buyer required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser Buyer of the items set forth in Section 2.2(b) of this Agreement). (b) The respective obligations of the Purchasers Buyers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless except to the extent expressly made as of a specific date therein date, in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement); (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) there shall have been no event or circumstance that would constitute an “Event of Default” under the Notes or that would with passage of time, the giving of notice or both become an “Event of Default” under the Notes; (vi) each of the Company, Genius Group USA Inc. and UAV shall have delivered a certificate, executed on behalf of the Company, Genius Group USA Inc. or UAV, as applicable, by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors or equivalent governing body of the Company, Genius Group USA Inc. or UAV, as applicable, approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current versions of the Company’s, Genius Group USA Inc.’s or UAV’s, as applicable, certificate or articles of incorporation and bylaws or other constitutional documents and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company, Genius Group USA Inc. or UAV, as applicable; (vii) the Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(b); (viii) a first priority security interest in substantially all of the assets of UAV and Genius Group USA Inc., including pursuant to the Controlled Account Agreement with First Republic Bank, and the Company’s U.S. assets and securing the Company’s, Genius Group USA Inc.’s and UAV’s obligations under the Transaction Documents, in each case, shall have been created and perfected in favor of the Buyers; (ix) receipt of lien search reports from the Secretary of State of the State of California demonstrating the absence of liens on the assets of Genius Group USA Inc., Genius Group USA Inc. other than Permitted Liens; and (x) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock Ordinary Shares shall not have been suspended or halted by the Commission Principal Market or the Company’s principal Trading Market, Commission and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such PurchaserBuyer, makes it impracticable or inadvisable to purchase the Securities Notes at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Initial Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Initial Closing Date of the representations and warranties of the Purchasers contained herein (unless except to the extent expressly made as of a specific date therein date, in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Initial Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement). (b) The respective obligations of the Purchasers hereunder in connection with the Initial Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Initial Closing Date of the representations and warranties of the Company and its Significant Subsidiaries (including but not limited to PODC) contained herein (unless except to the extent expressly made as of a specific date therein date, in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company and its Significant Subsidiaries required to be performed at or prior to the Initial Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement); (iv) there shall have been no Material Adverse Effect with respect to the Company or any of its Significant Subsidiaries since the date hereof; (v) the Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Initial Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current versions of the Company’s certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company; (vi) a first priority security interest in substantially all of the assets of the Company and each Subsidiary (including but not limited to PODC, but excluding the Excluded Subsidiaries) securing the Company’s and each Subsidiary’s obligations under the Transaction Documents shall have been created and perfected in favor of the Purchasers; and (vii) from the date hereof to the Initial Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended or halted by the Commission Principal Market or the Company’s principal Trading Market, Commission and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities Debentures at the Initial Closing. (c) The obligations of the Company hereunder in connection with the Delayed Draw Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Delayed Draw Closing Date of the representations and warranties of the Purchasers contained herein (except to the extent expressly made as of a specific date, in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Delayed Draw Closing Date shall have been performed; and (viiii) the delivery by each Purchaser of the items set forth in Section 2.2(d). (d) The respective obligations of the Purchasers hereunder in connection with the Delayed Draw Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Delayed Draw Closing Date of the representations and warranties of the Company hasand its Significant Subsidiaries (including but not limited to PODC) contained herein (except to the extent expressly made as of a specific date, in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of the Company and its Significant Subsidiaries required to be performed at or has prior to the ability Delayed Draw Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(c); (iv) there shall have been no Material Adverse Effect with respect to use, all the Company or any of its Intellectual Property Rights and, as of Significant Subsidiaries since the applicable Initial Closing Date; (v) Since the Initial Closing Date, there is no pending trading in the Common Stock shall not have been suspended or threatened interferencehalted by the Principal Market or the Commission for 15 Trading Days or more (which need not be consecutive) during any 12 month period and, reissueat any time prior to the Delayed Draw Closing Date, reexamination, derivation, post-grant review, inter partes reviewtrading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or opposition proceeding involving minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, for 15 Trading Days or more (which need not be consecutive) during any 12 month period, nor shall a banking moratorium have been declared either by United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Debentures at the Delayed Draw Closing; (vi) there have been no Events of Default (as defined in the Debentures) pursuant to the Initial Debentures which has occurred and are continuing; (vii) the Company shall have not repaid the principal amount of the Company’s Intellectual Property RightsInitial Debentures; and (viii) within 15 months of the Initial Closing Date, either of the following conditions have been satisfied during such 15 month period: (x) (i) the VWAP of the Common Stock has been equal to or greater than $4.20 per share subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Initial Closing Date) for thirty (30) consecutive Trading Days and (ii) the Equity Conditions are satisfied with respect to the Initial Debentures on each of (1) the Delayed Draw Closing Date and (2) the immediately preceding thirty (30) consecutive Trading Days; or (y) Free Cash Flow (A) been equal to or greater to $3,000,000 for three consecutive fiscal quarters, and (B) has increased in each of the foregoing quarters from the immediately preceding fiscal quarter.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers Holder contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser the Holder required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Holder of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers Holder hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there the Company shall have been no Material Adverse Effect with respect delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the Exchange, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the Company since signatures and authority of persons signing the date hereof;Transaction Documents and related documents on behalf of the Company; and (v) from the date hereof to Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior certifying to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as fulfillment of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsconditions specified in this Section 2.3(b).

Closing Conditions. (a) SECTION 8.1 Conditions Precedent to Obligations of Parent and the Subsidiary. The obligations of Parent and the Company Subsidiary to proceed with the transactions contemplated hereunder in connection with to be consummated at the Closing are subject subject, at the option of Parent or the Subsidiary, to the fulfillment of each and all of the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date Date: (a) All documents and agreements required hereunder to be delivered to Parent or the Subsidiary at or before the Closing shall have been performed; and (iii) delivered, and all covenants, agreements and obligations required by the delivery terms of this Agreement to be performed by the Company and each Purchaser Target at or before the Closing shall have been performed in all material respects when due, and a certificate of the items set forth in Section 2.2(b) Company and Target dated the Closing Date, to the foregoing effects shall have been delivered to Parent of this Agreementthe Subsidiary at the Closing. (b) The respective obligations There shall have been delivered to Parent and the Subsidiary at the Closing a certified copy of the Purchasers hereunder in connection with resolutions duly adopted by the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date board of the representations and warranties directors of the Company contained herein (unless as and Target1 and the shareholder of a specific date therein in which case they shall be accurate in all material respects or, to Target1 authorizing and approving the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants execution and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) and Target1 of this Agreement;, and the consummation by the Company or Target1 of the transactions contemplated hereby. (ivc) there All material consents, approvals or waivers of third parties required to be obtained by the Company or any Target for the consummation by the Company or such Target of the transactions contemplated by this Agreement shall have been no duly obtained (with satisfactory written evidence thereof, in recordable form where necessary, to be furnished to Parent and the Subsidiary at the Closing). (d) No litigation to enjoin or restrain the consummation of the transactions contemplated hereby, nor governmental or administrative investigation of the affairs of any Target which could reasonably result in a Material Adverse Effect with respect shall have been instituted and be continuing. (e) There shall have been delivered to Parent and the Subsidiary the signed opinion of Powell, Goldstein, Fraz▇▇ & ▇urp▇▇ ▇▇▇, counsel to the Company since the date hereof; (v) from the date hereof to and Target, dated the Closing Date, no stop order suspending in form and substance reasonably acceptable to Parent. (f) Any and all permits and approvals from any governmental or regulatory body required for the effectiveness lawful consummation of any Registration Statement the Merger shall have been issued obtained. (g) The Company and no proceedings for that purpose each Target shall have been instituted delivered all such certified resolutions, certificates, documents or contemplated by instruments with respect to such entity's corporate existence and authority as counsel to Parent and the Commission, trading in the Common Stock shall not Subsidiary may have been suspended by the Commission or the Company’s principal Trading Market, and, at any time reasonably requested prior to the Closing Date, trading . (h) Parent and the Company shall have entered into a Shareholders' Agreement in securities generally as reported by Bloomberg L.P. substantially the form of Exhibit C attached hereto (the "Shareholders' Agreement"). (i) The applicable waiting period under the HSR Act shall not have expired or have been suspended or limited, or minimum prices terminated. (j) All material actions and proceedings required hereunder shall not have been established on securities whose trades are reported taken and all material documents and other papers required to be delivered by such service, the Company and Target hereunder or on any Trading Market, nor in connection with the consummation of the transactions contemplated hereby and all other related matters shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsdelivered.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) each of the Lock-Up Agreements shall remain in full force and effect; (vi) the number of Shares for which the Purchaser is subscribing to purchase pursuant to this Agreement will not result in such Purchaser ‘s beneficial ownership (as calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) to exceed 9.99% (the “Beneficial Ownership Threshold”); provided, however, that in the event that the Beneficial Ownership Threshold is exceeded, the Purchaser’s subscription pursuant to this Agreement shall be reduced such that the number of Shares subscribed for pursuant to this Agreement shall be equal to the number of Shares which would result in the Purchaser’s beneficial ownership equaling 9.99% after giving effect to the Closing. A determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (vii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing; and . Notwithstanding the foregoing, this Subsection (vivii) The Company has, or has the ability shall not be construed to use, all include suspension of its Intellectual Property Rights and, as trading of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of Common Stock in the Company’s Intellectual Property Rightsprincipal Trading Market on the date hereof for the purpose of disclosure of this Agreement and the Transaction Documents.

Closing Conditions. (a) The obligations of the Company hereunder with respect to any Purchaser in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers such Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each such Purchaser of the items set forth in Section 2.2(b2.4(b) of this Agreement.; and (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy representations and warranties made by the Company in ARTICLE 3 hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE 3 hereof not qualified as to materiality shall be true and correct in all material respects (oras of date hereof, except to the extent representations any such representation or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless warranty expressly speaks as of a specific date therein an earlier date, in which case they such representation or warranty shall be accurate true and correct in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date applicable Closing, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.4(a) of this Agreement; (iv) there the Company shall have been no obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect with respect to the Company since the date hereof;Effect; and (v) from the date hereof to the Closing Dateno judgment, no stop writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order suspending the effectiveness of or by any Registration Statement governmental authority, shall have been issued issued, and no proceedings for that purpose action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated by the Commission, trading hereby or in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property RightsTransaction Documents.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being metmet or waived by the Company: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Purchasers contained herein (unless as of except with respect to representations and warranties which relate to a specific date therein date, in which case they such representations and warranties shall continue to be materially accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being metmet or waived by each Purchaser as to itself: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of except with respect to representations and warranties which relate to a specific date therein date, in which case they such representations and warranties shall continue to be materially accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the Board of Directors of the Company shall have amended Article II, Section 11 of the Company’s Bylaws, effective as of the First Closing, to permit actions to be taken by the written consent of the holders of a simple majority of the Company’s outstanding Common Stock; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement, and as to the Second Closing only, the items in Section 2.2(c); (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;hereof (it being agreed that any evidence of animal toxicity with respect to SphingomabTM shall be deemed to be a Material Adverse Effect; and (vvi) from the date hereof to the applicable Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketMarket (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with each of the Closing the Closings are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on each of the Closing Date Dates of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)herein; (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to each of the Closing Date shall Dates have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b), 2.2(c), 2.2(d), and 2.2(e) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with each of the Closing Closings are subject to the following conditions being met: (i) the transactions contemplated by the Asset Purchase Agreement shall have been consummated; (ii) the Purchaser shall have entered into the License Agreement with OmniReliant; (iii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on each of the Closing Date Dates of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such dateherein; (iiiv) all obligations, covenants and agreements of the Company required to be performed at or prior to each of the Closing Date Dates shall have been performed; (iiiv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivvi) there as of each of the Closing Dates, the Company shall have been no Material Adverse Effect with respect to the Company since the date hereofperformed its obligations under Section 4.11 of this Agreement; (vvii) from as of each of the Closing Dates, no event shall be in effect that materially and adversely effects the (i) legality, validity or enforceability of any Transaction Document, or (ii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document; andfrom the date hereof to each of the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the CommissionDates, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketMarket (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to each of the Closing DateDates, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such the Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as each of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property RightsClosings.

Closing Conditions. Each Purchaser’s obligation to purchase the Special Warrants at the Closing Time shall be conditional upon the fulfilment at or before the Closing Time of the following conditions: (a) The obligations of the Company hereunder in connection shall have materially complied with all the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements materially satisfied all the terms and conditions of each Purchaser required this Agreement on its part to be performed complied with and materially satisfied at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made Time and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they this Agreement shall be accurate true and correct in all material respects or, to as at the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) Closing Time with the same force and effect as of such dateif made on and as at the Closing Time; (iib) all obligationsMackie shall have received at the Closing Time certificates dated the Closing Date, covenants and agreements signed by appropriate officers of the Company required and addressed to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect Mackie, with respect to the constating documents of the Company since and all resolutions of the date hereofCompany’s board of directors relating to the Transaction Documents, the incumbency and specimen signatures of signing officers; (vc) from the date hereof to Mackie shall have received at the Closing DateTime evidence that all requisite approvals, no stop consents and acceptances of the appropriate regulatory authorities (including the Securities Regulators) required to be made or obtained by the Company in order suspending to complete the effectiveness Offering have been made or obtained; (d) the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Compensation Option Certificates and the certificates representing the Special Warrants, if any, or other evidence of any Registration Statement ownership shall have been executed, endorsed or authenticated, as applicable, and delivered by the parties thereto in form and substance satisfactory to Mackie, acting reasonably; (e) the Company shall have filed a CSE Form 9 with the CSE; (f) Mackie shall have received a certificate from Computershare Trust Company of Canada, in its capacity as transfer agent and registrar for the Common Shares, as to the number of Common Shares issued and no proceedings for that purpose shall have been instituted or contemplated by outstanding as of the Commission, trading in close of business on the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time date prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and; (vig) The Company has, or has Mackie shall have received legal opinions addressed to Mackie and the ability to use, all of its Intellectual Property Rights and, as of Purchasers dated the applicable Closing Date, there is no pending or threatened interferencefrom Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, reissue, reexamination, derivation, post-grant review, inter partes reviewcounsel to the Company, or opposition proceeding involving any local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, in form and substance satisfactory to Mackie, acting reasonably (it being understood that such counsel may rely to the extent appropriate in the circumstances: (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company’s Intellectual Property Rights; (ii) as to the issued and outstanding capital of the Company, on a certificate or letter of Computershare Trust Company of Canada; and (iii) as to matters of fact not independently established, on certificates of public officials). (h) Mackie shall have received a certificate of status (or the equivalent) with respect to each of the Company and the Material Subsidiaries under the respective jurisdiction of its existence.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) the Registration Statement shall be effective and available for the issuance and sale of the Shares hereunder and the Company shall have delivered to such Purchaser the Preliminary Prospectus and the Prospectus as required hereunder; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. Lessor's obligations to purchase the Aircraft from the Supplier and to lease the Aircraft to Lessee shall be conditioned upon the satisfaction of all of the following conditions: (a) The obligations of Lessor receives the Company hereunder Required Documents and Purchase Documents, in connection with the Closing are subject form and substance satisfactory to Lessor, at least one (1) Business Day prior to the following conditions being met:anticipated closing date; (b) all representations and warranties in this Lease, including the Lease Supplement, are materially true and correct; (c) Lessee accepts the Aircraft from Supplier on Lessor's behalf, under the Purchase Documents and under this Lease, on the Acceptance Date (which date shall be no later than the Last Acceptance Date); and (d) (i) FAA Counsel confirms to Lessor that (A) it has received in escrow all of the accuracy in all material respects FAA Documents, and (orB) upon filing the FAA Documents, (1) title to the extent representations or warranties are qualified by materialityAirframe and the Engines will be vested in Lessor, in and (2) the Aircraft (including the Airframe and Engines) will be free and clear of all respects) on the Closing Date of the representations Liens, other than this Lease, and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) Lessee authorizes (A) the release from escrow of all obligationsRequired Documents and FAA Documents held by Lessor or its FAA Counsel or other counsel, covenants and agreements (B) Lessor or FAA Counsel to file the FAA Documents and any other filings at the FAA and any other applicable filing offices; provided, such authorization shall be deemed to have been automatically made by Lessee (whether or not so confirmed) immediately upon the receipt by Lessee, Supplier or any other Person (as directed in any pay proceeds letter executed by Lessee in connection with this Lease ) of each Purchaser required to be performed at or the funds constituting the Lessor's Cost. Lessee acknowledges and agrees that (i) any advance of funds by Lessor prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser satisfaction of all of the items set forth in Section 2.2(b) preceding conditions shall not constitute a waiver by Lessor of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (orany such condition, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) Lessee shall be irrevocably obligated to satisfy all obligations, covenants and agreements of the Company required to be performed at or such conditions prior to the Closing Date shall have been performed; (iii) FAA filing deadline on the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established day on securities whose trades which such funds are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsreceived.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the such Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the such Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this AgreementAgreement applicable to such Closing Date. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this AgreementAgreement applicable to such Closing Date; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Registration Statement shall be effective and the Prospectus and Prospectus Supplement shall be available for the issuance and sale of the Securities hereunder; (vi) from the date hereof to the such Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the such Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (v) with regard to each Tranche Closing, on the Trading Day immediately prior to such Closing Date, the Closing Sale Price for the Ordinary Shares on the Trading Market is at least $0.50 per share; (viii) with regard to each Tranche Closing, the average daily trading volume of the Ordinary Shares on the Trading Market during the ten (10) consecutive Trading Days immediately prior to such Closing Date is at least $500,000; (ix) with regard to the First Tranche Closing, (A) at least ninety (90) calendar days have passed since the Initial Closing Date; or (B) both (x) the average daily trading volume of the Ordinary Shares on the Trading Market during the ten (10) consecutive Trading Days immediately prior to the First Tranche Closing Date is at least $750,000 and (y) the VWAP for such ten (10) consecutive Trading Day period is 15% above the Closing Sale Price of the Ordinary Shares on the Initial Closing Date; and (vix) The Company haswith regard to the Second Tranche Closing, (A) at least ninety (90) calendar days have passed since the First Tranche Closing Date; or has (B) both (x) the ability to use, all of its Intellectual Property Rights and, as average daily trading volume of the applicable Ordinary Shares on the Trading Market during the ten (10) consecutive Trading Days prior to the Second Tranche Closing Date is at least $750,000 and (y) the VWAP for such ten (10) consecutive Trading Day period is 15% above the Closing Sale Price of the Ordinary Shares on the Initial Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) the Amendment to the Intercreditor Agreement duly executed by FastPay and the Company, in form satisfactory to the Purchasers in their sole discretion; (v) the Assignment of Trade Receivable duly executed by MobileFuse LLC, MediaMath, Inc. and Kargo Global Inc., respectively, and the Company for assignment of interest in receivables to ATW, in form satisfactory to the ATW in its sole discretion; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The Purchaser’s obligations of to close the Company hereunder transactions described in connection with the Closing are this Agreement shall be subject to the satisfaction, at or prior to Closing, of the following conditions being met: precedent: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date each of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein made by Seller in which case they this Agreement shall be accurate true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); the Closing; (ii) all obligations, each of the covenants and agreements obligations of each Purchaser required to be performed at or prior to the Closing Date Seller in this Agreement shall have been performedperformed in all material respects; and and (iii) the delivery by each Title Company shall have unconditionally committed to issue to Purchaser an owner’s policy of title insurance insuring good, marketable, fee simple title interest in the items set forth in Section 2.2(b) Purchaser, with gap coverage from Seller from the Closing through the date of this Agreementrecording, subject only to the Permitted Exceptions (the “Title Policy”). (b) The respective Seller’s obligations of to close the Purchasers hereunder transactions described in connection with the Closing are this Agreement shall be subject to the satisfaction, at or prior to Closing, of the following conditions being met: precedent: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date each of the representations and warranties of the Company contained herein (unless as of a specific date therein made by Purchaser in which case they this Agreement shall be accurate true and correct in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; the Closing; (ii) all obligations, each of the covenants and agreements obligations of Purchaser in this Agreement shall have been performed in all material respects; and (iii) Licensor shall have approved of Purchaser or its designee as a franchisee of the Company required Hotel and shall have entered into a new franchise agreement with Purchaser or shall have agreed with Purchaser on the terms of an assignment of the Existing Franchise Agreement; provided that, subject to Purchaser having submitted a completed FDD to the Licensor by December 6, 2024, if Licensor is not prepared to issue a new franchise agreement to Purchaser at or immediately following the Closing, then Purchaser shall have the right to extend the Closing Date by up to ten (10) days to satisfy the condition in this Section 11.12(b)(iii). (c) If any of the closing conditions in favor of Purchaser or Seller are not satisfied at Closing, then the party in whose favor the condition runs shall have the right to: (1) terminate this Agreement by providing written notice to the other party, in which case the E▇▇▇▇▇▇ Money shall be performed disbursed to Purchaser (unless the failure of the condition is a result of a Purchaser’s Default, in which event Seller shall have the remedies for a Purchaser’s Default set forth in Section 12.1 hereof), and the parties shall have no further rights or obligations under this Agreement, except for those which expressly survive such termination, or (2) waive any of the closing conditions at or prior to Closing; provided, however, that neither party shall be deemed to have waived a failure of a closing condition unless the Closing Date occurs or such has provided the other party with written notice of such waiver prior to Closing. Each parties’ rights and remedies under this Section 11.12 shall have been performed; (iii) the delivery by the Company not be exclusive of the items set forth in Section 2.2(a) any other rights and remedies of such party under this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. It shall be a condition precedent to Purchaser’s obligation to proceed to the Closing that: (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date each of the representations and warranties of set forth in this Agreement and in the Purchasers contained herein (unless as of a specific date therein in which case they Company Disclosure Letter made by Sellers shall be accurate true and correct in all material respects as of the Closing Date; (or, b) Sellers have delivered to the extent representations or warranties are qualified by materiality, in Title Company all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b4.1; (c) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject Sellers have delivered to the following conditions being met: Purchaser (i) all of the accuracy Estoppel Certificates (as defined in all material respects the Company Disclosure Letter) for the Required Tenants (or, as defined in the Company Disclosure Letter) pursuant to the extent representations terms of Section 8.1 and the Company Disclosure Letter, and (ii) all of the Property Certificates (as defined in the Company Disclosure Letter) and Seller Declaration Estoppel Certificates (as defined in the Company Disclosure Letter), if any, required under Section 8.3 above and the Company Disclosure Letter; (d) the Title Issuer is prepared to issue the Owner’s Title Policy to Purchaser, subject only receipt of payment at Closing, and (d) Sellers shall have satisfied all other conditions and obligations under this Agreement required to be performed by Sellers at or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on prior to the Closing. It shall be a condition precedent to Seller’s obligation to proceed to the Closing Date that: (i) each of the representations and warranties of the Company contained herein (unless as of a specific date therein set forth in which case they this Agreement made by Purchaser shall be accurate true and correct in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; the Closing Date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior Purchaser has delivered to the Closing Date shall have been performed; (iii) the delivery by the Title Company all of the items set forth in Section 2.2(a4.2; and (iii) of this Agreement; (iv) there Purchaser shall have been no Material Adverse Effect with respect performed its obligations under this Agreement required to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted be performed by Purchaser at or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such dateherein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) such Purchaser shall be satisfied with the results of its due diligence investigation of the Company; (iv) such Purchaser shall be satisfied with the Company's current and projected uses of cash; (v) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivvi) all obligations of the Company shall be subordinated in right of payment to the Notes (other than those in favor of the Senior Lender (as herein defined)) which shall not exceed $5.0 million; (vii) such Purchaser being satisfied with the terms of the acquisition of the ATM portfolio and any equity investments in the Company; (viii) completion of the acquisition of the ATM portfolio; (ix) there shall have been no Material Adverse Effect with respect to the Company and its Subsidiaries since the date hereof;; and (vx) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a No banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market markets which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities Notes at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder with respect to any Purchaser in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers such Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each such Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement; and (iv) Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy representations and warranties made by the Company in ARTICLE III hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE III hereof not qualified as to materiality shall be true and correct in all material respects (oras of the date hereof and the Closing Date, except to the extent representations any such representation or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless warranty expressly speaks as of a specific date therein an earlier date, in which case they such representation or warranty shall be accurate true and correct in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect; (v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents; (vi) no stop order or suspension of trading shall have been imposed by Nasdaq, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock; and (vii) Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions. (viii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless such representations and warranties speak only as of a specific date therein date, in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each Purchaser of the items required to be delivered by it at or prior to Closing as set forth in Section 2.2(b) of this Agreement; and (iv) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such representations and warranties speak only as of a specific date therein date, in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items required to be delivered by it at or prior to Closing as set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock (if any) shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company hasno statute, rule, regulation, executive order, decree, ruling or has injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the ability to use, all consummation of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightstransactions contemplated by this Agreement or any of the other Transaction Documents.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) as to the Second Closing, (i) the Company is current in filing of reports required by the Exchange Act, (ii) the Audits for Company’s fiscal years ended December 31, 2015 and December 31, 2016 are completed and (iii) the Common Stock is quoted for trading on OTCQB; (v) as to the Second Closing, the Company shall have acquired Bellissima Spirits LLC and BiVi Vodka LLC, on terms and conditions reasonably satisfactory to the Purchasers; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Dateapplicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder with respect to any Purchaser in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the such Closing Date of the representations and warranties of such Purchaser contained herein, except to the Purchasers contained herein (unless as of a specific date therein extent that such representations and warranties specifically refer to an earlier date, in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such earlier date); (ii) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the such Closing Date shall have been performed; and (iii) the delivery by each such Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of such Purchaser: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein herein, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) [Reserved]; and (v) the aggregate Subscription Amount of all Purchasers hereunder shall be no less than $1,000,000. (c) The obligations of each Purchaser hereunder to make any disbursement under a Note subsequent to the initial disbursement made on the Closing Date are subject to the following conditions being met, unless waived in the sole and absolute discretion of such Purchaser: (i) the accuracy in all respects on the date of such disbursement of the representations and warranties of the Company contained herein, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be accurate in all respects as of such earlier date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the date of such disbursement shall have been performed; (iii) there shall have been no Material Adverse Effect with respect to the Company since the date hereofCompany; (iv) [Reserved]; (v) from the date hereof to delivery of the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the CompanySecretary’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the ClosingCertificate; and (vi) The the delivery of a certificate duly executed by an officer of the Company hascertifying as to the following matters: (a) the accuracy in all respects on such disbursement date of the representations and warranties of the Company contained in this Agreement, or has except to the ability extent that such representations and warranties specifically refer to usean earlier date, in which case they shall be accurate in all of its Intellectual Property Rights and, respects as of the applicable Closing Datesuch earlier date; and (b) all obligations, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any covenants and agreements of the CompanyCompany required to be performed at or prior to such disbursement date under this Agreement have been performed. Notwithstanding the foregoing, the obligation of each Purchaser to fund any disbursement under a Note subsequent to the initial disbursement shall be in such Purchaser’s Intellectual Property Rightssole discretion.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the to effect a Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, determined without regard to the extent representations or warranties are qualified by any materiality, in all respectsMaterial Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of a Purchaser hereunder to effect the Purchasers hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the Company shall have received executed signature pages to this Agreement with respect to the Subscription Amounts for which such Closing is to occur; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;; and (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations obligation of Seller to sell, transfer and assign the Company Shares to Buyer hereunder in connection with the Closing are is subject to the satisfaction of the following conditions being metas of the Closing: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless Buyer in Section 5 hereof shall be true and correct on and as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when same effect as though made at and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) Buyer shall have performed and complied in all obligations, covenants material respects with all agreements and agreements of the Company conditions required by this Agreement to be performed at or complied with by it prior to or on the Closing Date shall have been performed;Date; and (iii) Seller shall have received a certificate of the delivery Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the Company board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the items set forth transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (b) The obligation of Buyer to purchase the Shares from Seller is subject to the satisfaction of the following conditions as of the Closing: (i) the representations and warranties of Seller in Section 2.2(a) 4 shall be true and correct on and as of this Agreementthe Closing Date with the same effect as though made at and as of such date; (ivii) there Seller shall have been no Material Adverse Effect performed and complied in all material respects with respect all agreements and conditions required by this Agreement to the Company since the date hereof; (v) from the date hereof be performed or complied with by it prior to or on the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (viiii) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as Buyer shall have received a certificate of the applicable Closing DateSecretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any delivery and performance of this Agreement and the consummation of the Company’s Intellectual Property Rightstransactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.]

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); except where the failure of such representations and warranties to be so true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) would not reasonably be expected to have a Material Adverse Effect; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed or complied with in all material respects; (iii) the Merger Closing shall occur concurrently with the Closing; (iv) the aggregate Subscription Amount for all the Securities shall have been delivered to the Escrow Agent by wire transfer of immediately available funds to an account specified in writing by the Company in accordance with the Escrow Agreement; and (iiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement). (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); except where the failure of such representations and warranties to be so true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) would not reasonably be expected to have a Material Adverse Effect; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed or complied with in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement); (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof Merger Closing shall occur concurrently with the Closing and none of the Company, Parent or Merger Sub shall have waived any of the conditions to their respective obligations to consummate the Merger Closing without the prior written consent of the Purchasers; (vi) the Common Sale Closing has occurred, or substantially concurrently with the Closing will occur, (A) pursuant to which the Company received, or will receive, cash in an amount equal to at least $22,500,000 in the aggregate pursuant to the sale of shares of Common Stock (with no other accompanying security of the Company) and/or units of the Company comprised of (y) a share of Common Stock and (z) a warrant to purchase one-half (1/2) share of Common Stock at an exercise price of $11.50 per share, at a price per such unit of no less than $8.75; provided, however, that no more than $7,000,000 of such aggregate amount may be received by the Company pursuant to the sale of shares of Common Stock (with no other accompanying security of the Company) at a price per share of no less than $8.55; and (B) the Company shall not have waived any of the conditions to its obligations to consummate the Common Sale Closing Datewithout the prior written consent of the Purchasers; (vii) the aggregate Subscription Amount for the Securities purchased by the other Purchasers who are not Affiliates of such Purchaser shall have been, no stop order suspending or substantially concurrently with the effectiveness Closing will be, delivered to the Company by wire transfer of any Registration Statement immediately available funds to an account specified in writing by the Company; (viii) the Company shall have filed with Nasdaq an application for the listing of the Listed Securities on Nasdaq, a copy of which shall have been issued provided to the Purchasers, and Nasdaq shall have raised no objection with respect thereto; (ix) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no proceedings for that purpose action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the Merger Closing or the consummation of the transactions contemplated by the Commission, trading hereby or in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the ClosingTransaction Documents; and (vix) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is shall be no Action by a governmental entity pending or threatened interferenceagainst Lazy Days’, reissueParent, reexamination, derivation, post-grant review, inter partes reviewthe Company or Merger Sub or any of their respective Affiliates arising out of, or opposition proceeding involving in any way connected with, the Merger Agreement or any of the Company’s Intellectual Property Rightstransactions contemplated thereby.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; (iv) the Escrow Agent shall have received executed signature pages to this Agreement and the Escrow Agreement from Purchasers showing an agreement to purchase the Notes hereunder with an aggregate purchase price of up to $500,000 and the Escrow Agent shall have received an aggregate of up to $500,000 in corresponding Subscription Amounts from such Purchasers in cash. (b) The respective obligations of the Purchasers a Purchaser hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time from the date hereof prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability Escrow Agent shall have received executed signature pages to use, all this Agreement from Purchasers showing an agreement to purchase the Notes with an aggregate purchase price of its Intellectual Property Rights and, as up to $500,000 and the Escrow Agent shall have received an aggregate of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsup to $500,000 in corresponding Subscription Amounts from such Purchasers in cash.

Closing Conditions. (a) The obligations 3.1.1 Subject to the satisfaction or waiver of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(bSections 3.1.3, 3.1.4 and 3.1.5, the closing of the Subscription contemplated hereby (the “Closing”) shall occur substantially concurrently with the execution of this AgreementSubscription Agreement (the “Closing Date”). (b) The respective obligations 3.1.2 Subject to the satisfaction or waiver of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;Sections 3.1.3, 3.1.4 and 3.1.5: (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to 3.1.2.1 On the Closing Date, no stop Subscriber shall deliver to the Company the Purchase Price for the Note by wire transfer of United States dollars in immediately available funds. Prior to or at the Closing, Subscriber shall deliver to the Company such information as is reasonably requested in order suspending for the effectiveness Company to issue the Note to Subscriber, including the legal name of the person in whose name the Note is to be issued and a duly completed and executed Internal Revenue Service Form W-9 or an appropriate duly completed and executed Internal Revenue Service Form W-8, as applicable; and 3.1.2.2 the Company shall deliver to Subscriber the Note, free and clear of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities liens or other national restrictions whatsoever (other than those arising under applicable securities laws or international calamity of such magnitude as set forth in its effect ona separate written agreement between the Company and Subscriber, or any material adverse change in, any financial market which, in each caseas applicable), in the reasonable judgment name of such PurchaserSubscriber (or its nominee in accordance with its delivery instructions). The Note (and the Shares issuable upon conversion thereof) shall contain a legend in substantially the following form: THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, makes it impracticable or inadvisable to purchase the Securities at the Closing; and AS AMENDED (vi) The Company hasTHE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, or has the ability to useTRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property RightsSCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Closing Conditions. (a) The obligations obligation of the Company hereunder in connection with the Closing are Purchaser to render performance under this Agreement is subject to the following conditions being metprecedent (and conditions concurrent, with respect to deliveries to be made by the parties at Closing) (“Purchaser’s Conditions”), which conditions may be waived, or the time for satisfaction thereof and the Closing Date extended up to five (5) days, by Purchaser only in a writing executed by Purchaser; provided, however, that any such extension shall not affect Purchaser’s ability to pursue any remedy Purchaser may have with respect to any breach hereunder by ▇▇▇▇▇▇: (ia) Between the accuracy Effective Date and the Closing Date, there shall be no material adverse change in all material respects the condition or value of the Property. (or, b) Unless Purchaser elects to the extent representations or warranties are qualified by materialityhave a service contract assigned to it at Closing, in its sole and absolute discretion, Seller shall, at its expense, terminate all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed other service contracts at or prior to the Closing Date shall have been performed; andClosing. (iiic) the delivery by each Purchaser All of the items Seller’s representations and warranties set forth in Section 2.2(b) this Agreement are true in all respects, Seller has performed all of Seller covenants and agreements set forth in this Agreement, and Seller is not otherwise in default under this Agreement. (bd) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in Seller shall have delivered all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made documents and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required items to be performed at delivered by Seller pursuant to Section 12(b) of this Agreement on or prior to the Closing Date shall have been performed;Date. (iiie) The Title Company is irrevocably committed to issue an Owner’s Policy and Lender’s Policy (if applicable), for the Property upon the Closing with endorsements as Purchaser and/or its lender reasonably require, subject only to the Permitted Exceptions. If any of Purchaser’s Conditions have not been fulfilled as of the Closing Date, Purchaser may, in its sole and absolute discretion, either waive such condition and proceed to the Closing pursuant to this Agreement, or terminate this Agreement, in which event (i) the delivery by entire Deposit shall promptly be released and returned to Purchaser, and (ii) neither party shall thereafter have any rights or obligations to the Company other hereunder, other than pursuant to any provision hereof that expressly survives the termination of this Agreement. Notwithstanding the foregoing, if any Purchaser’s Condition is not satisfied due to a default on the part of the items Seller, then Purchaser shall also have the rights and remedies set forth in Section 2.2(a) of 14 and elsewhere in this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted Agreement or contemplated by the Commission, trading otherwise available at law or in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsequity.

Closing Conditions. (a) The obligations of the Company hereunder with respect to any Warrantholder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers such Warrantholder contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser such Warrantholder required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser such Warrantholder of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers Warrantholders hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy representations and warranties made by the Company in ARTICLE III hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE III hereof not qualified as to materiality shall be true and correct in all material respects (oras of the date hereof and the Closing Date, except to the extent representations any such representation or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless warranty expressly speaks as of a specific date therein an earlier date, in which case they such representation or warranty shall be accurate true and correct in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect; (v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents; (vi) no stop order or suspension of trading shall have been imposed by Nasdaq, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock; and (vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the satisfaction or waiver of the following conditions being metconditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers each Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date) in all material respects (or, to on the extent representations or warranties are qualified by materiality, in all respects) as of such date)Closing Date; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at on or prior to the Closing Date shall have been performed; and; (iii) the delivery by each Purchaser of this Agreement duly executed by the items set forth in Section 2.2(bPurchaser; and (iv) the receipt by the Company of this Agreementthe Aggregate Purchase Price. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the satisfaction or waiver (solely as to such Purchaser) of the following conditions being metconditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate therein) in all material respects or, to when made and on the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such dateClosing Date; (ii) all obligations, covenants and agreements of the Company required to be performed at on or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of this Agreement duly executed by the items set forth in Section 2.2(a) of this AgreementCompany; (iv) there shall have been no Material Adverse Effect with respect a copy of the irrevocable instructions to the Company since Transfer Agent dated the date hereofClosing Date instructing the Transfer Agent to issue and register in the name of each Purchaser, or its broker-dealer as specified on Schedule A, the number of Shares set forth on Schedule A; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock Class A Ordinary Shares shall not have been suspended by the U.S. Securities and Exchange Commission (the “SEC”) or the Company’s principal Trading Nasdaq Capital Market (“Nasdaq Capital Market”) or from trading on Nasdaq Capital Market, andand no such suspension by the SEC has been threatened; (vi) the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, required as a precondition for the sale of the Shares; (vii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement; (viii) since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect (as defined below); (A) the Registration Statement (as defined below) shall become and remain effective at any time prior all times up to and including the Closing Date and the issuance of the Shares to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Purchasers may be made thereunder; (B) neither the Company nor any of the Purchasers shall not have been received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC has suspended or limitedwithdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or minimum prices shall not have been established on securities whose trades are reported by such service, has threatened to do so; and (C) no other suspension or on any Trading Market, nor shall a banking moratorium have been declared either by withdrawal of the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity effectiveness of such magnitude in its effect on, Registration Statement or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the ClosingProspectus shall exist; and (vix) The the Company hasshall have delivered to Purchasers the Prospectus (as defined below), or has which may be delivered in accordance with Rule 172 under the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property RightsSecurities Act.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) The Registration Statement and the ADS Registration Statement shall each be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Purchaser the Prospectus as required thereunder. (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock ADSs shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. Holdings and Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the satisfaction of the Administrative Agent, in each case by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its sole discretion): (a) The obligations unless the IPO shall have occurred, within 30 days after the Closing Date and at all times thereafter, Borrower shall ensure that all Capital Stock (including economic units and exchangeable units) of Borrower is subject to a perfected, first priority Lien in favor of the Company hereunder Administrative Agent pursuant to a limited recourse pledge agreement in connection with the Closing are subject form and substance reasonably satisfactory to the following conditions being metAdministrative Agent. In connection therewith, Borrower and the applicable pledgor shall deliver to the Administrative Agent: (i) an officer’s certificate of such pledgor, if it is not a natural Person, dated as of the accuracy effective date of the applicable limited recourse pledge agreement and executed by the Secretary or other Responsible Officer of such pledgor, substantially in the form of Exhibit C to this Credit Agreement, with appropriate insertions and attachments, including (A) the certificate of incorporation or other similar organizational document of such pledgor certified by the relevant authority of the jurisdiction of such pledgor, (B) the bylaws or other similar organizational document of such pledgor (unless such pledgor is a trust established for and owned and operated for the primary benefit of a natural Person), (C) the relevant board resolutions or written consents of such pledgor (unless such pledgor is a trust established for and owned and operated for the primary benefit of a natural Person), (D) a certificate of incumbency, (E) a good standing certificate or certificate of status, as the case may be, for such pledgor (unless such pledgor is a trust established for and owned and operated for the primary benefit of a natural Person) from its jurisdiction of organization, (F) certificates of foreign qualification from each jurisdiction where the failure of such applicable pledgor to be so qualified could reasonably be expected to have a Material Adverse Effect and (G) a certification that each of the representations and warranties made by such pledgor pursuant to any Loan Document to which it is a party (1) that is qualified by “materiality”, “Material Adverse Effect” or similar materiality qualifiers is true and correct in all respects, and (2) that is not qualified by such materiality qualifiers, is true and correct in all material respects, in each case, on and as of the date thereof, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless , as of a specific date therein in which case they shall be accurate in all material respects (orapplicable), to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (ii) all obligationsif requested by the Administrative Agent, covenants an executed legal opinion of counsel to such pledgor, in form reasonably satisfactory to the Administrative Agent, which shall cover such matters incident to the transactions contemplated by the limited recourse pledge agreement as the Administrative Agent may reasonably require (which shall include, among other things, authority, legality, binding effect and agreements enforceability of the Company required to be performed at or prior to limited recourse Pledge Agreement and the Closing Date shall have been performed;perfection of security interests in the Capital Stock of Borrower, as applicable); and ​ ​ (iii) the delivery Administrative Agent shall have received the results of recent lien searches in each of the jurisdictions reasonably required by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there Administrative Agent and such searches shall have been reveal no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established Liens on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightscollateral pledged by the pledgor except for Liens permitted by the applicable limited recourse pledge agreement.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the Registration Statement shall be effective on the date hereof to of this Agreement and at the Closing Date, no stop order suspending the effectiveness of any the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated by the CommissionCommission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Placement Agent; and (vi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed pursuant to the Transaction Documents at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) as to the Second Closing Shareholder Approval shall have been obtained and deemed effective; (vi) as to the Second Closing, a Registration Statement registering all of the Registrable Securities (as defined in the Registration Rights Agreement) shall have been declared effective by the Commission and shall have thereafter remained effective; (vii) as to the Second Closing, such Second Closing shall have occurred on or before ninety (90) days following the First Closing; and (viii) from the date hereof to the applicable Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations As a condition to the Purchasers’ obligation to close, at the Closing (unless otherwise specified below) the Company shall have satisfied each of the Company hereunder conditions set forth below or shall deliver or cause to be delivered to each Purchaser the items set forth below, as appropriate, any one or more of which may be waived in connection with writing by the Closing are subject to the following conditions being metPurchasers: (i) this Agreement duly executed by the accuracy Company; (ii) the Registration Rights Agreement duly executed by the Company; (iii) the Escrow Agreement duly executed by the Company, the Escrow Agent and the placement agents listed therein; (iv) a legal opinion of each of Company Counsel and Israeli Company Counsel, in the forms in Exhibit B attached hereto; (v) the representations and warranties made by the Company herein shall be true and correct in all material respects (or, to the extent representations or warranties are except any representation and warranty that is qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they materiality or Material Adverse Effect shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, true and correct in all respects) as of such date)the date hereof and as of the Closing Date with the same effect as if the representations and warranties were made as of the date hereof and as of the Closing Date; (iivi) all obligationscovenants, covenants agreements and agreements of each Purchaser required conditions contained in this Agreement to be performed at by the Company on or prior to the Closing Date shall have been performedperformed or complied with in all material respects; (vii) no statute, rule, regulation, order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which in any material respect restricts, prohibits or threatens to restrict or prohibit the consummation of any of the transactions contemplated by the Transaction Documents; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsviii) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof. With respect to the closing conditions listed in (v), (vi), (vii) and (viii) above, the Company shall deliver a certificate to such effect, in form and substance reasonably satisfactory to the Placement Agents. (b) As a condition to the Company’s obligation to close, at the Closing, each Purchaser shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate, any one or more of which may be waived in writing by the Company: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; (iii) the representations and warranties made by the Purchasers herein shall be true and correct in all material respects (except any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date hereof and as of the Closing Date with the same effect as if the representations and warranties were made as of the date hereof and as of the Closing Date; (iv) the Escrow Agreement duly executed by the Company, the Escrow Agent and the placement agents listed therein; (v) from each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the date hereof Transaction Documents to be performed, satisfied or complied with by such Purchaser at or before the Closing; (vi) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of any of the transactions contemplated by the Transaction Documents; and (vii) each Purchaser shall have caused such Purchaser’s Subscription Amount to be deposited by wire transfer of immediately available funds to such non-interest bearing escrow account of the Escrow Agent as the Escrow Agent shall designate (the “Escrowed Funds”), and the Escrow Agent shall have confirmed that it is prepared to transfer such amount to the Company subject only to satisfaction of the receipt of the certificate provided in Section 2.3 hereof; and (viii) as of the Closing Date, there shall have been no stop order suspending Material Adverse Effect with respect to the effectiveness Company since the date hereof. (c) As a condition to the Company’s and each Purchaser’s obligation to close, by the time of any the Closing, the Company’s Ordinary Shares on the Official List of the United Kingdom Listing Authority shall have been de-listed, and the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or be declared effective only following such de-listing. (d) As a condition to the Company’s principal Trading Marketand each Purchaser’s obligation to close, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation time of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and, the board of directors of the Company shall have approved the issuance of the Shares. (vie) The Company has, or has the ability As a condition to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsand each Purchaser’s obligation to close, by the time of the Closing, the Tel Aviv Stock Exchange shall have approved the listing of the Shares.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) the Registration Statement shall be effective and available for the issuance and sale of the Shares hereunder and the Company shall have delivered to such Purchaser the Prospectus and the Prospectus Supplement as required thereunder; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity not currently existing as of the date hereof of such magnitude in its effect on, or any material adverse change in, any financial market Trading Market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations obligation hereunder of the Company hereunder in connection with Subscriber to acquire and pay for the Closing are Purchased Securities is subject to the following satisfaction or waiver, at or before the Closing, of each of the conditions being met:set forth below. These conditions are for the Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion. (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein in this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct on the Closing Date as if given on and as of the Closing Date (unless except for representations given as of a specific date therein in date, which case they representations shall be accurate true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date; (ii) The Transaction Documents have been duly executed and delivered by the Company to the Subscriber; (iii) On the Closing Date, the Subscriber shall have received an opinion of LorentzAngula Incorporated, the Namibian counsel for NMC, dated the Closing Date, addressed to the Subscribers, in the form attached as Exhibit D. (b) The obligation hereunder of the Company to issue and sell the Purchased Securities to the Subscriber is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion. (i) The representations and warranties of the Subscriber in this Agreement and each of the other Transaction Documents to which the Subscriber is a party shall be true and correct in all material respects oras of the date when made and as of the Closing Date as though made at that time, to the extent except for representations or and warranties that are qualified by materiality or Material Adverse Effectexpressly made as of a particular date, which shall be true and correct in all respects) material respects as of such date; (ii) all obligations, covenants The Purchase Price for the Purchased Securities has been delivered to the account of AGI for the sole use and agreements benefit of the Company required to be performed at or prior to the Closing Date shall have been performed;as described by Schedule 6(e) Use of Proceeds; and (iii) The Transaction Documents to which the delivery Subscriber is a party have been duly executed and delivered by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect Subscriber to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the closing of the Business Combination; (ii) all conditions precedent to the closing of the Business Combination set forth in the Unit Purchase Agreement, including, without limitation, the approval of the Company’s stockholders, shall have been satisfied (as determined by the parties to the Unit Purchase Agreement, and other than those conditions which, by their nature, are to be satisfied at the closing of the Business Combination) or waived in writing by the party entitled to the benefit thereof under the Unit Purchase Agreement, and the closing of the Business Combination shall be scheduled to occur concurrently with the Closing; (iii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (iiiv) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (v) the Stockholder Approval being obtained by the Company; and (iiivi) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the closing of the Business Combination; (ii) the Stockholder Approval being obtained by the Company; (iii) all conditions precedent to the closing of the Business Combination set forth in the Unit Purchase Agreement shall have been satisfied or waived in writing by the party entitled to the benefit thereof under the Unit Purchase Agreement, and the closing of the Business Combination shall be scheduled to occur concurrently with the Closing; (iv) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (iiv) all obligations, covenants and agreements of the Company required to be performed performed, satisfied or complied at or prior to the Closing Date shall have been performed; (iiivi) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iviii) the Unit Purchase Agreement shall not have been amended or modified, nor shall any provisions thereunder have been waived, in any case, in a manner that would reasonably be expected to adversely affect the economic benefits that any Purchaser (in its capacity as such) would reasonably expect to receive under this Agreement or the liabilities that such Purchaser would reasonably expect to incur under this Agreement without the written consent of such Purchaser (which, subject to the conditions of this clause (iii) shall not be unreasonably withheld); (vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (vviii) there has been no Target Material Adverse Effect (as defined below) with respect to the Target since the date hereof; (ix) the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by any Trading Market, if any; (x) the Company shall have obtained approval of the Nasdaq Capital Market to list or designate for quotation (as the case may be) the Underlying Shares; and (xi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been continuously halted or suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been continuously suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, for more than 11.25 consecutive hours over any two consecutive Trading Days nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being metmet or waived by the Company: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of except with respect to representations and warranties which relate to a specific date therein date, in which case they such representations and warranties shall continue to be materially accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement; (iv) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and (v) the Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares, all of which shall be and remain so long as necessary in full force and effect. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being metmet or waived by each Purchaser as to itself: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of except with respect to representations and warranties which relate to a specific date therein date, in which case they such representations and warranties shall continue to be materially accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this AgreementAgreement and a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 2.3(b)(i) and (ii); (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to on the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketMarket (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing Date), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor authorities; (v) no statute, rule, regulation, executive order, decree, ruling or injunction shall there have occurred been enacted, entered, promulgated or endorsed by any material outbreak court or escalation governmental authority of hostilities or other national or international calamity competent jurisdiction that prohibits the consummation of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in of the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase transactions contemplated by the Securities at the ClosingTransaction Documents; and (vi) The the Company hasshall have obtained in a timely fashion any and all consents, or has permits, approvals, registrations and waivers necessary for consummation of the ability to usepurchase and sale of the Shares, all of its Intellectual Property Rights and, which shall be and remain so long as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsnecessary in full force and effect.

Closing Conditions. (a) The At the Closing, as a condition to Buyer’s obligations of the Company hereunder in connection with the Closing are subject hereunder, Bontems shall deliver or cause to the following conditions being metbe delivered to: (i) Buyer, a certificate or certificates for the accuracy in all material respects (or, to number of shares of Common Stock set forth opposite the extent representations or warranties are qualified by materiality, in all respects) name of Buyer on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of signature page hereof, duly endorsed in blank with a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)medallion signature guaranty; (ii) all obligationssubject to Section 2.3, covenants and agreements Buyer, a certificate for 4,000,000 shares of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; andPreferred Stock, duly endorsed in blank with a medallion signature guaranty; (iii) Buyer, this Agreement duly executed by the delivery by each Purchaser Company; (iv) Buyer, evidence satisfactory that the principals of the items set forth in Section 2.2(bCompany have acquired all of the assets and liabilities of the Company pursuant to the Asset Purchase Agreement; (v) of this AgreementBuyer, evidence satisfactory that the Registration Statement has been withdrawn pursuant to Rule 477 under the Securities Act. (b) The respective at the Closing, as a condition to Bontems’ obligations of hereunder, Buyer shall deliver or cause to be delivered to Bontems the Purchasers hereunder in connection with the Closing are subject to the following conditions being metfollowing: (i) this Agreement duly executed by Buyer; and (ii) Buyer’s payment for the accuracy Shares and Preferred Stock being purchased from the escrow account by wire transfer; (c) at the Closing, as a condition to each party’s obligations hereunder, all representations and warranties of each of the parties herein shall remain true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on as of the Closing Date of the representations and warranties of the Company contained herein Date. (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsd) as of such date; (ii) all obligationsthe Closing Date, covenants and agreements of the Company required to be performed at or prior as a condition to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) Buyer’s obligations hereunder, there shall have been no Material Adverse Effect (other than pursuant to the Asset Purchase Agreement) with respect to the Company since the date hereof;. (ve) from the date hereof to the Closing Date, no stop order suspending and as a condition to the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the CommissionBuyer’s obligations, (i) trading in the Common Stock shall not have been suspended by the Commission or (except for any suspension of trading of limited duration agreed to by the Company’s principal Trading Market, and, at any time which suspension shall be terminated prior to the Closing Date, Closing); (ii) trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a ; and (iii) no banking moratorium shall have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsauthorities.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate true and correct in all material respects (or, to the extent except for those representations or and warranties that are qualified by materialitymateriality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall remain true and correct as of such specific date); (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy representations and warranties of the Company and its Subsidiaries shall be true and correct in all material respects (or, to the extent except for those representations or and warranties that are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall remain true and correct as of such specific date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there the Common Stock (I) shall be listed on the Principal Market and (II) shall not have been no Material Adverse Effect with respect to suspended, as of the Company since Closing Date, by the date hereof;SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; and (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement Company shall have been issued obtained all governmental, regulatory or third party consents and no proceedings approvals, if any, necessary for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as sale of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of Shares and the Company’s Intellectual Property RightsWarrants.

Closing Conditions. (a) The obligations duties of the Company hereunder in connection with Seller and the Closing are Purchaser to consummate each Transaction shall be subject to the following satisfaction of various conditions being metas set forth below: (i) the accuracy in all material respects (or, The duty of each party to consummate such Transaction shall be subject to the extent representations or warranties are qualified by materiality, in all respectssatisfaction of the following conditions: (A) on the Closing Date of Seller shall have acquired the Servicing Rights with respect to the related Primary Portfolio; (B) the representations and warranties of made by the Purchasers contained herein (unless as of other party in this Agreement and each other Transaction document to which such party is a specific date therein in which case they party to be made on or prior to the Transaction Settlement Date shall be accurate true and correct in all material respects respects; and (or, C) the other party shall have performed or caused the performance of each covenant or obligation required to be performed by such party on or before the extent representations or warranties are qualified Transaction Settlement Date (including the delivery of documents required to be delivered by materiality, in all respects) as of such dateother party under subsection (c)); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser The duty of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are Seller to consummate such Transaction shall be further subject to the satisfaction of the additional condition that no change in the Purchaser’s financial condition shall have occurred following conditions being met: (i) the accuracy in all material respects (or, Confirmation Date that would be reasonably likely to materially and adversely affect the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and Purchaser’s ability to consummate the Transaction on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedTransaction Settlement Date; (iii) the delivery by the Company The duty of the items set forth Purchaser to consummate such Transaction shall be further subject to the satisfaction of the following additional conditions: (A) no change in Section 2.2(athe Seller’s financial or operating condition, the Seller’s good standing with and authority from ▇▇▇▇▇▇▇ Mac, the Servicing Rights, the Primary Portfolio Mortgage Loans or the escrow accounts related to the Primary Portfolio Mortgage Loans shall have occurred following the Confirmation Date that, individually or in the aggregate, would be reasonably likely to materially and adversely one or more of (x) the Seller’s ability to consummate such Transaction on the Transaction Settlement Date, (y) the performance of this Agreementthe Primary Portfolio Excess Spread, or (z) the practical or other ability of an owner of the Servicing Rights to realize the benefits thereof; (ivB) there the Seller shall have obtained or caused to have been obtained all consents, approvals or other requirements of third parties required for the consummation of the transactions contemplated by this Agreement, including all requisite ▇▇▇▇▇▇▇ Mac approvals; (D) the Seller shall have been no Material Adverse Effect with respect to appointed as the Company since servicer or subservicer for the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the ClosingPrimary Portfolio Mortgage Loans; and (viE) The Company has, or has the ability information set forth in the data tape delivered to use, Purchaser on the Transaction Settlement Date shall be true and correct in all of its Intellectual Property Rights and, material respects as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsdate specified.

Closing Conditions. (a) The obligations As a condition to each Purchaser’s obligation to consummate the transactions contemplated hereby, at the Closing, the Company shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to each Purchaser the items set forth below, as appropriate:  (i) this Agreement duly executed by the Company; (ii) within five (5) business days of the Closing, a certificate evidencing the Shares, registered in the name of such Purchaser (unless such shares have been previously issued to such Purchaser through the book-entry facilities of The Depository Trust Company);  (iii) the representations and warranties made by the Company hereunder herein shall be true and correct in connection with all material respects on the date hereof and on the date of the Closing;  (iv) all covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of the Closing are subject shall have been performed or complied with in all material respects;  (v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement; and (vi) the Company shall have filed an application with The Nasdaq Stock Market for the listing of the Shares.  (b) As a condition to the following Company’s obligation to consummate the transactions contemplated hereby, at the Closing, each Purchaser shall have satisfied each of the conditions being metset forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified this Agreement duly executed by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)Purchaser; (ii) all obligations, covenants and agreements the Subscription Amount by wire transfer of each Purchaser required to be performed at or prior immediately available funds to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties account of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedset forth on Schedule A hereto; (iii) the delivery representations and warranties made by such Purchaser herein shall be true and correct in all material respects on the Company date hereof and on the date of the items set forth in Section 2.2(a) of this AgreementClosing; (iv) such Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or before the Closing; and (v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement. (c) As of the date of the Closing, there shall have been no Material Adverse Effect (as defined below) with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder with respect to any Purchaser in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers such Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each such Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy representations and warranties made by the Company in ARTICLE III hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE III hereof not qualified as to materiality shall be true and correct in all material respects (oras of the date hereof and the Closing Date, except to the extent representations any such representation or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless warranty expressly speaks as of a specific date therein an earlier date, in which case they such representation or warranty shall be accurate true and correct in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) except for the Requisite Stockholder Approval, the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the transactions and the full exercise of the Purchasers’ rights, including the issuance of the Preferred Shares, the full conversion of the Preferred Shares into shares of Common Stock, the issuance of the Warrants and the full exercise of the Warrants, as contemplated by the Transaction Documents; (v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents; (vi) no stop order or suspension of trading shall have been imposed by Nasdaq, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock; and (vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, determined without regard to the extent representations or warranties are qualified by any materiality, in all respectsMaterial Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and (iv) a Purchaser’s Subscription Amount shall have been deposited with the Escrow Agent. (b) The respective obligations of a Purchaser hereunder to effect the Purchasers hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Initial Closing Date shall have been performed; (iii) no Event of Default (as defined in the Initial Transaction Documents) shall have occurred under the Initial Transaction Documents; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketCommission, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of each Party hereunder in connection with the Closing are subject to the following condition being met: (i) No applicable law, order, decree, injunction (whether preliminary or permanent), judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Person (collectively, “Restraints”) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the transactions contemplated hereby or making the consummation of the transactions contemplated hereby illegal; and (ii) All approvals and consents required to be obtained from third parties and any regulatory or governmental authorities by the Company or the Investor prior to the Closing in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Company or the Investor shall have obtained, in each case on terms and conditions satisfactory to the Parties acting reasonably. (b) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) The representations and warranties of Investor contained in ARTICLE IV that are qualified by materiality or Material Adverse Effect shall be true and correct as of the accuracy Closing Date, and all other representations and warranties shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materialityas of such Closing Date, in all respects) on the each case as though made at and as of such Closing Date of the (except that representations and warranties of the Purchasers contained herein (unless made as of a specific date therein in which case they shall be accurate in all material respects (or, required to the extent representations or warranties are qualified by materiality, in all respects) be true and correct as of such datedate only); (ii) all All obligations, covenants and agreements of each Purchaser Investor required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the The delivery by each Purchaser Investor of the items set forth in Section 2.2(b) of this Agreement2.4. (bc) The respective obligations of the Purchasers Investor hereunder in connection with the Closing are subject to the following conditions being met: (i) The representations and warranties of the accuracy Company contained in all material respects (or, to the extent representations or warranties ARTICLE III that are qualified by materiality or Material Adverse Effect, in all respects) when made Effect shall be true and on correct as of the Closing Date of the Date, and all other representations and warranties shall be true and correct in all material respects as of the Company contained herein such Closing Date, in each case as though made at and as of such Closing Date (unless except that representations made as of a specific date therein in which case they shall be accurate in all material respects or, required to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) be true and correct as of such datedate only); (ii) all All obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) Investor shall have received evidence of the approval by the Board of this Agreement and the transactions contemplated hereby, in form and substance satisfactory to Investor (acting reasonably); and (iv) The delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights2.3.

Closing Conditions. (a) The obligations of the Company hereunder in connection with Investor to purchase the Initial Closing Shares are subject to the satisfaction or waiver by the Investor of the following conditions being metas of the Initial Closing: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse EffectEffect (as defined in Section 2.1), in all respects) when made and on as of the Initial Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) The Investor shall have received a certificate, dated the date of the Initial Closing, duly executed by an executive officer of the Company on behalf of the Company, certifying that: (A) the conditions specified in Section 1.3(a)(i) have been satisfied; and (B) all obligations, covenants and agreements of the Company required hereunder to be performed at or prior to the Initial Closing Date shall have been performed; and (iii) The Investor shall have received a certificate, dated the date of the Initial Closing, duly executed by the secretary of the Company, certifying (A) the bylaws of the Company, and (B) resolutions of the board of directors of the Company approving this Agreement and the transactions contemplated hereby. (b) The obligations of the Investor to purchase the Shares at each Closing are subject to the satisfaction or waiver by the Investor of the following conditions as of such Closing: (i) The Investor shall have received, on or prior to such Closing, a copy of the irrevocable instructions to the transfer agent instructing the transfer agent to register the Initial Closing Shares or the Second Closing Shares, as applicable, in book-entry form registered in the name of the Investor or in the name of a nominee designated by the Investor; (ii) The Investor shall have received a copy of the Prospectus Supplement (as defined below), which may be delivered in accordance with Rule 172 under the Securities Act of 1933, as amended (the “Securities Act”); (iii) The Company shall have received notification from Nasdaq that the delivery by listing of additional shares review process has been completed, and Nasdaq shall not have made any objection to the Company consummation of the items set forth in Section 2.2(a) of transactions contemplated by this Agreement; (iv) there There shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from From the date hereof to the Closing Date, no stop order suspending the effectiveness date of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commissionsuch Closing, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketNasdaq, and, at any time prior to the Closing Datesuch Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, Nasdaq or any material adverse change in, any financial other trading market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingexchange; and (vi) If and only if (i) the Committee on Foreign Investment in the United States (“CFIUS”) requests or requires that Investor or the Company file a notice or declaration with CFIUS pursuant to the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”) with respect to the transactions contemplated by this Agreement (the “Covered Transactions”) or (ii) Investor or the Company determines that a filing with CFIUS with respect to the Covered Transactions is advisable or required by applicable law (each (i) or (ii), a “CFIUS Filing Requirement”), then in either case of a CFIUS Filing Requirement, neither the Company nor Investor shall be obligated to undertake such Closing until the CFIUS Satisfied Condition shall have been achieved. For purposes of this Agreement, the “CFIUS Satisfied Condition” shall be achieved when (a) Investor and the Company shall have received written notice from CFIUS stating that: (i) CFIUS has concluded that the Covered Transactions do not constitute a “covered transaction” subject to review under the DPA; or (ii) the assessment, review or investigation of the Covered Transactions under the DPA has concluded, and there are no unresolved national security concerns with respect to the Covered Transactions; (b) CFIUS has sent a report to the President of the United States requesting the President’s decision with respect to the Covered Transactions and either (i) the fifteen (15)-day period under the DPA subsequent to the President’s receipt of the CFIUS report during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Covered Transactions has expired without any such action being taken and without that Presidential review having been suspended or (ii) the President of the United States has announced a decision not to take any action to suspend, prohibit or place any limitations on the Covered Transactions; or (c) CFIUS has provided written notice that it is not able to complete action under the DPA with respect to the Covered Transactions on the basis of a CFIUS declaration, but CFIUS has not requested that Investor and Company submit a CFIUS notice and has not initiated a unilateral CFIUS review, provided that the Company and the Investor mutually agree that such CFIUS action is sufficient to constitute the CFIUS Satisfied Condition. (c) The obligations of the Company has, to sell the Initial Closing Shares to the Investor are subject to the satisfaction or has waiver of the ability to use, all of its Intellectual Property Rights and, following condition as of the applicable Closing DateInitial Closing: (i) The accuracy in all material respects (or, there is no pending to the extent representations or threatened interferencewarranties are qualified by materiality or Material Adverse Effect, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any in all respects) when made and as of the Company’s Intellectual Property RightsClosing of the representations and warranties of the Investor contained herein (unless as of a specific date therein in which case they shall be accurate as of such date). (d) The obligations of the Company to sell the Shares to the Investor are subject to the satisfaction or waiver of the following condition as of each Closing: (i) The Company shall have received notification from Nasdaq that the listing of additional shares review process has been completed, and Nasdaq shall not have made any objection to consummation of the transaction contemplated by this Agreement.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) the Merger shall be in all ways positioned to be consummated and all parties to the Merger Agreement shall be ready, willing and able to so consummate (including all closing conditions under the Merger Agreement having been duly satisfied or waived); and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the Merger shall be in all ways positioned to be consummated and all parties to the Merger Agreement shall be ready, willing and able to so consummate (including all closing conditions under the Merger Agreement having been duly satisfied or waived); (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock common stock of Parent shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met; provided that the Company, in its sole discretion, may waive any and all such conditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)herein; (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met; provided that each Purchaser, in its sole discretion, may waive any and all such conditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such dateherein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) all holders of secured Indebtedness of the Company shall have agreed to exchange such Indebtedness for Preferred Stock as payment in full of any obligations thereunder or agree to be paid off for cash at the Closing as set forth on Schedule 4.9 (and in both cases the Company shall have received duly authorized pay-off letters from all such holders); and (vi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketMarket (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such each Purchaser, makes it impracticable or inadvisable to purchase the Securities Preferred Stock at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company and the representations and warranties of Artemis contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) Immediately following the closing of the Acquisition Agreement and assuming receipt of the net proceeds raised hereunder, the net cash balance on hand (net of any fees and expenses related to the consummation of the Acquisition Agreement or current liabilities) shall be at least $1.1 million, as certified by the Company’s chief financial officer; (iv) The license agreement by and between Artemis, Hadasit Medical Research Services & Development, Ltd. and Hong Kong University of Science and Technology R and D Corporation Limited has been entered into and finalized; and (v) the delivery of written evidence satisfactory to the Purchasers of the consummation of the transactions contemplated by the Acquisition Agreement; (vi) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivvii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vviii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are 17.1 This Agreement is subject to the following conditions being metto be satisfied on or before the Closing Date: (a) This Agreement shall be effective to create an interest in the Lands only if the subdivision control provisions of the Planning Act (Ontario) are complied with by the Purchaser and Vendor on or before the Closing Date. (b) The Purchaser hereby acknowledges that the Vendor has secured a conditional severance consent for the severance of the Lands in accordance with the Planning Act (Ontario) from the City of Sarnia, namely the following three (3) conditional consents and one (1) minor variance: (i) severance conditional consent B24/2011; (ii) severance conditional consent B25/2011; (iii) severance conditional consent B26/2011; and (iv) minor variance A52/2011. (hereinafter the “Conditional Consent”) (c) The Purchaser acknowledges having received a copy of the Conditional Consent and that certain conditions of the Conditional Consent are outstanding and dependent upon certain actions and steps to be taken by the Parties after the execution of this Agreement and prior to the City of Sarnia Final Consent. (d) In an effort to secure the City of Sarnia Final Consent as expeditiously as possible: (i) the accuracy Vendor shall use its reasonable efforts to satisfy the City of Sarnia’s requirements stipulated in all material respects conditional severance consent B25/2011, B26/2011 and in sections 1(f) through (or, to the extent representations or warranties are qualified by materiality, in all respectsk) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)conditional severance consent B/24-2011; (ii) the Purchaser shall diligently take all obligations, covenants steps and agreements actions that may be necessary to satisfy the City of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iiiSarnia’s requirements stipulated in sections 1(a) the delivery by each Purchaser through 1(e) of the items set forth in Section 2.2(b) conditional severance consent B/24-2011 and shall provide the Vendor copies of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (orsuch agreements, to the extent representations or warranties are qualified by materiality or Material Adverse Effectinformation, in all respects) when made drawings, information, opinions and on the Closing Date of the representations reports resulting from such steps and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedactions; (iii) in an effort to secure the delivery City of Sarnia Final Consent at an earlier date than such consent would otherwise be available under section 17.1(d)(ii) above, if the City of Sarnia agrees, the Vendor and/or the Purchaser (as requested by the Company City of Sarnia) may, as an alternative to section 17.1(d)(ii) above, enter into an agreement with the City of Sarnia by which the City of Sarnia agrees to grant the City of Sarnia Final Consent in exchange for the Purchaser agreeing to fulfill at the Purchaser’s sole cost and expense those conditions set out in sections 1(a) through 1(e) of the items set forth conditional severance consent B/24-2011 and in Section 2.2(a) said agreement as required by the City of Sarnia after Closing and prior to the City of Sarnia issuing the Purchaser a building permit allowing the Purchaser to construct the Plant or any part thereof on the Lands. Such agreement shall be registered on title to the Lands and shall constitute one of the Permitted Encumbrances, and the Purchaser shall close this Agreement;transaction and accept title to the Lands subject to such agreement. If the Vendor is a party to such agreement, the Purchaser shall hereby release, indemnify and save harmless the Vendor, its affiliates, directors and employees from and against any and all claims, losses, damages and liability in connection with such agreement. (ive) there It is further agreed between the Parties that in pursuing the City of Sarnia Final Consent under either section 17.1(d)(ii) or 17.1(d)(iii) above, the Parties shall have at all times cooperate with each other, acting reasonably, and use reasonable efforts to satisfy such reasonable requests and conditions of the City of Sarnia required of either Party, as applicable, for the City of Sarnia: (i) to issue the City of Sarnia Final Consent; and/or (ii) where such a consent has been no Material Adverse Effect granted but is subject to an agreement registered on title in accordance with respect the process stipulated in section 17.1(d)(iii) above, to issue a building permit to the Company since Purchaser for the date hereof;construction of the Plant on the Lands. (vf) from The Vendor shall, at its sole cost and expense, prepare and deposit in the date hereof appropriate Land Registry office, the Lands Reference Plan; and (g) compliance by the Vendor with the covenants set out in section 8 (“Vendor’s Covenants”) hereof. 17.2 The conditions in subsection 17.1(g) are inserted for the benefit of the Purchaser and may be waived by the Purchaser by Notice in writing to the Vendor. Failing such waiver or satisfaction of these conditions on or before the Closing Date, no stop order suspending the effectiveness of any Registration Statement Agreement shall have been issued be terminated and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior Deposit returned to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property RightsPurchaser with interest and without deduction.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the satisfaction (or waiver in writing by the Company) of the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the satisfaction (or waiver in writing by each Purchaser solely as to such Purchaser) of the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;hereof until the Closing Date; and (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares and Warrants at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) the Indenture shall have been executed by the applicable parties thereto; (v) no stop order suspending the effectiveness of any registration statement filed by the Company under the Securities Act shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Commission; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvii) the Company shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the sale of the Securities; and (viii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each the Purchaser under this Agreement required to be performed at or prior to the applicable Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b) of this Agreement; and (iv) the Company shall have received the executed signature page to this Agreement from the Purchaser and cancellation of the Advances in an amount representing the Subscription Amount from the Purchaser. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) each and every representation and warranty of the accuracy Company shall be true and correct in all material respects (or, to as of the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) date when made and on as of the applicable Closing Date of the as though originally made at that time (except for representations and warranties of the Company contained herein (unless that speak as of a specific date therein in date, which case they shall be accurate true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects orwith the covenants, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants agreements and agreements of the Company conditions required to be performed performed, satisfied or complied with by the Company at or prior to the applicable Closing Date, including, without limitation the issuance of all Securities on the Closing Date as required by the Transaction Documents and the Company has a sufficient number of duly authorized shares of preferred stock and Common Stock reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents and the Purchaser shall have been performedreceived a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser in the form acceptable to Purchaser (the “Officer’s Certificate”); (iiiii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iii) All necessary actions to be taken by the Company in connection with the Transaction and all documents incident thereto shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it or they may request; (iv) there is no breach of any obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, determined without regard to the extent representations or warranties are qualified by any materiality, in all respectsMaterial Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of a Purchaser hereunder to effect the Purchasers hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the Escrow Agent shall have received executed signature pages to this Agreement and aggregate Subscription Amount of $500,000 prior to the Closing; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b1) The respective obligations of the Purchasers hereunder Investors, on the one hand, and the Company, on the other hand, to consummate the Closing are each subject to the satisfaction or written waiver by the Company and the Investors of the following conditions prior to the Closing: (A) No provision of any Law and no judgment, injunction, order or decree shall prohibit the Closing or shall prohibit or restrict the Investors or any of their respective Affiliates from owning or voting any Common Shares; (B) All Governmental Consents required to have been obtained at or prior to the TARP Closing Date in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained and shall be in full force and effect on the Investor Closing are Date; (C) The Company shall have complied with the requirements of NASDAQ Marketplace Rule 5635(f) to avail itself of NASDAQ’s financial viability exception; and (D) The Company and the Investors, subject to delivering an “access letter” in a form acceptable to PricewaterhouseCoopers and each Investor, shall have received: (i) a limited scope tax opinion (the “PwC Opinion”) from PricewaterhouseCoopers, satisfactory in form and substance to each Investor and that may, by its terms, be relied upon by the Investors, documenting the effect of the transactions contemplated by the Transaction Documents with respect to the absence of an “ownership change” for purposes of Section 382 of the Code, (ii) the numerical analysis identifying the testing dates evaluated in the PwC Opinion during the applicable analysis period, the ownership interest held by each shareholder and the ownership change percentage associated with each testing date, (iii) a comprehensive list of all assumptions and Company representations relied upon by PricewaterhouseCoopers in preparing the PwC Opinion and (iv) a copy of all source documentation relied upon by PricewaterhouseCoopers in preparing the PwC Opinion. (2) The obligation of each Investor to purchase the Common Shares to be purchased by it at the Closing is also subject to the satisfaction or written waiver by such Investor, as applicable, of the following conditions being metprior to the Closing: (iA) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the The representations and warranties of the Company contained herein (unless set forth in this Agreement shall be true and correct in all respects on and as of a specific the date therein in which case they shall of this Agreement, and on and as of the TARP Closing Date as though made on and as of the TARP Closing Date, and on and as of the Investor Closing Date as though made on and as of the Investor Closing Date, except where the failure to be accurate in all material respects or, true and correct (without regard to the extent representations or warranties are qualified by any materiality or Material Adverse EffectEffect qualifications contained therein), individually or in all respects) as of such date; (ii) all obligationsthe aggregate, covenants and agreements of the Company required would not be reasonably likely to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no a Material Adverse Effect with respect to the Company since (and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the date hereofrepresentations and warranties set forth in Section 2.2(a), Section 2.2(b), Section 2.2(c), Section 2.2(d)(2)(A)(i), Section 2.2(e), Section 2.2(o), Section 2.2(q)(4), Section 2.2(ee), Section 2.2(hh), Section 2.2(ii), Section 2.2(ll), and Section 2.2(mm) shall be true and correct in all respects); (vB) The Company shall have performed and complied with in all material respects all agreements, covenants and conditions required by the Transaction Documents to be performed by it on or prior to the Investor Closing Date (except that with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed and complied with such agreements, covenants and conditions, as so qualified, in all respects); (C) Each Investor shall have received a certificate, dated as of the Investor Closing Date, signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(c)(2)(A) and Section 1.2(c)(2)(B) have been satisfied on and as of the Investor Closing Date; (D) Each Investor who, together with its Affiliates and persons who share a common investment advisor with such Investor, has committed to acquire a beneficial ownership of 5% or more of the outstanding shares of Common Stock (collectively, the “9.9% Investors” and each a “9.9% Investor”) has received, in each 9.9% Investor’s sole discretion, satisfactory feedback from the Federal Reserve that such 9.9% Investor will not have “control” of the Company or the Bank for purposes of the BHCA and that no notice is required under the CIBC Act (each, a “Non-Control Determination”); (E) There shall not be any action taken or pending, or any Law enacted, entered, enforced or applicable to the Company or the Company Subsidiaries, any Investor or its Affiliates or the transactions contemplated by the Transaction Documents, by any Governmental Entity, whether in connection with the Non-Control Determinations specified in Section 1.2(c)(2)(D) or otherwise, which imposes any restriction or condition that such Investor determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the benefits of the transactions contemplated hereby to such Investor to such a degree that such Investor would not have entered into the Transaction Documents had such condition or restriction been known to it on the date hereof of this Agreement (any such condition or restriction, a “Burdensome Condition”); for the avoidance of doubt, any requirement to disclose the identities or financial condition of limited partners, shareholders or non-managing members of such Investor or its Affiliates or its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Investor in its sole discretion; (F) Since the date of this Agreement, a Material Adverse Effect shall not have occurred and no change or other event shall have occurred that, either individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect; (G) Sufficient funds shall be in escrow for the benefit of the Company for the Primary Share Purchases, on terms and conditions fully disclosed to, and acceptable to, each Investor, in each case at a price per share equal to the Purchase Price (with the aggregate amount in escrow constituting the “Primary Investor Proceeds”); (H) The purchase of Common Shares by such Investor shall not result in such Investor, together with any other person whose Company securities would be aggregated with such Investor’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote more than 9.9% of the outstanding shares of Common Stock as of the Closing Date, no stop order suspending ; (I) All of the effectiveness of any Registration Statement TARP Preferred Stock and the TARP Warrant shall have been issued and no proceedings exchanged for that purpose the Converted Shares in accordance with the Exchange Agreement; (J) The Secondary Share Purchases shall have been instituted completed pursuant to the TARP Securities Purchase Agreements, on terms and conditions fully disclosed to, and acceptable to, each Investor, in each case at a price per share equal to the Purchase Price, for an aggregate purchase price equal to the number of Converted Shares times the Purchase Price (the “Secondary Investor Proceeds”); (K) The Primary Investor Proceeds and the Secondary Investor Proceeds shall, in the aggregate, be at least $90,000,000 and no more than $92,000,000; (L) The Local Investors shall have deposited sufficient funds into escrow for the benefit of the Company for the purchase of the shares of Common Stock allocated to the Local Investors pursuant to the Subscription Agreements, on terms and conditions fully disclosed to, and acceptable to, each Investor, in each case at a price per share equal to the Purchase Price; (M) At any time after the date of this Agreement, the Company shall not have agreed to enter into or entered into (i) any agreement or transaction in order to raise capital other than in connection with the transactions contemplated by the CommissionTransaction Documents, trading or (ii) any transaction that resulted in, or would result in if consummated, a Change in Control of the Company; (N) Each Investor shall have received a certificate signed on behalf of the Company by a senior executive of the Company, dated as of the Investor Closing Date, certifying (i) the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by the Transaction Documents and the issuance of the Common Shares in the Private Placement, (ii) the current versions of the Articles of Incorporation, as amended, and By-Laws, as amended, of the Company, (iii) as to the signatures and authority of the individuals signing this Agreement and related documents on behalf of the Company, and (iv) such other matters as may be reasonably requested by the Investors; (O) At the Closing, the Company shall have caused each Investor to receive, substantially in the form set forth as Exhibit B hereto, an opinion of ▇▇▇▇▇ ▇▇▇▇ LLP, counsel to the Company; (P) The Common Stock (i) shall be designated for listing and quotation on the Nasdaq Stock Market and (ii) shall not have been suspended by suspended, as of the Commission or the Company’s principal Trading Market, and, at any time prior to the Investor Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States SEC or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase Nasdaq Stock Market from trading on the Securities at the ClosingNasdaq Stock Market; and (viQ) Each of the directors and executive officers of the Company shall be participating in the Private Placement, either as Primary Investors or Secondary Investors. (3) The obligations of the Company hereunder to issue and sell the Common Shares to each Investor at the Closing is subject to the satisfaction or written waiver by the Company of the following conditions prior to the Closing: (A) The several and not joint representations and warranties of each Investor set forth in this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Investor Closing Date as though made severally and not jointly on and as of the Investor Closing Date except where the failure to be true and correct (without regard to any materiality qualifications contained therein) would materially adversely affect the ability of such Investor to perform its obligations hereunder; (B) Each Investor shall have performed and complied with in all material respects all agreements, covenants and conditions required by the Transaction Documents to be performed by it on or prior to the Investor Closing Date (except that with respect to agreements, covenants and conditions that are qualified by materiality, such Investor shall have performed and complied with such agreements, covenants and conditions, as so qualified, in all respects); and (C) The Company hasshall have received a certificate, or has the ability to use, all of its Intellectual Property Rights and, dated as of the applicable Investor Closing Date, there is no pending from each Investor signed on behalf of such Investor by a senior executive officer or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any similar official of such Investor certifying to the effect that the conditions set forth in Section 1.2(c)(3)(A) and Section 1.2(c)(3)(B) have been satisfied on and as of the Company’s Intellectual Property RightsInvestor Closing Date, solely as to such Investor.

Closing Conditions. (a) The Transferor’s obligations of to consummate the Company hereunder in connection with transactions contemplated hereby and to deliver the Transferor Closing Documents at the Closing are subject to shall be conditioned upon the satisfaction of the following conditions being met:(any of which may be waived by Transferor, in whole or in part) (the “Transferor Closing Conditions”): (i) The REIT shall advance the accuracy Additional Loan to Transferor in all material respects immediately available funds; (orii) Transferee and the REIT shall have tendered delivery, and shall have caused each of the persons referred to in Section 3(d), as applicable, to tender delivery, of all of the extent representations or warranties are qualified by materialityTransferee Closing Documents, including in all respects) each case a tender which may be conditioned on the satisfaction of the Transferee Closing Date Conditions (as defined below); and (iii) Each of the representations and warranties of the Purchasers contained herein (unless as Transferee set forth in Section 2(b) of a specific date therein in which case they shall this Agreement must be accurate in all material materials respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this AgreementDate. (b) The respective Transferee’s obligations to consummate the transactions contemplated hereby and to deliver (or cause the delivery of) the Transferee Closing Documents at the Closing, and the REIT’s obligation to advance the Additional Loan at the Closing, shall be conditioned upon the satisfaction of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:(any of which may be waived by Transferee, in whole or in part) (the “Transferee Closing Conditions”): (i) the accuracy in all material respects Transferor shall have tendered delivery (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and including a tender which may be conditioned on the satisfaction of the Transferor Closing Date Conditions) of all of the Transferor Closing Documents; and (ii) Each of the representations and warranties of the Company contained herein (unless as Transferor set forth in Section 2(a) of a specific date therein in which case they shall this Agreement must be accurate in all material materials respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending . (c) Transferee’s receipt of the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or Audited Statements is not a condition to Transferee’s obligation to consummate the transactions contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities hereby at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, determined without regard to the extent representations or warranties are qualified by any materiality, in all respectsMaterial Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with to effect a Closing, unless waived by the Closing Purchasers, are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the each respective Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and; (viv) The Company has, or has will be current in its filings with the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property RightsCommission.

Closing Conditions. (a) The obligations of the Company Enstar hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers CPPIB and CPPIB LP contained herein (unless except (A) to the extent expressly made as of a specific date therein an earlier date, in which case they shall only as of such date, and (B) for the representations and warranties in Section 3.2(c) and Section 3.3(c), which must be accurate in all material respects (or, to on the extent representations or warranties are qualified by materiality, in all respects) as of such dateClosing Date); (ii) all obligations, covenants and agreements of each Purchaser CPPIB and CPPIB LP under this Agreement required to be performed at or prior to the Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each Purchaser (A) CPPIB of the items set forth in Section 2.2(b2.3(b) and (B) CPPIB LP of this Agreementthe items set forth in Section 2.3(c); and (iv) the filing of appropriate pre-closing notices of the Transaction to the applicable regulators in the jurisdictions set forth on Exhibit B hereto and none of such regulators shall have asserted a right to review and/or approve the Transaction. (b) The respective obligations of the Purchasers CPPIB hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company Enstar contained herein (unless except to the extent expressly made as of a specific date therein an earlier date, in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) only as of such date); (ii) all obligations, covenants and agreements of the Company Enstar under this Agreement required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company Enstar of the items required to be delivered to CPPIB set forth in Section 2.2(a) of this Agreement;2.3(a); and (iv) there the filing of appropriate pre-closing notices of the CPPIB Transaction to the applicable regulators in the jurisdictions set forth on Exhibit B hereto and none of such regulators shall have been no Material Adverse Effect asserted a right to review and/or approve the CPPIB Transaction. (c) The obligations of CPPIB LP hereunder in connection with respect the Closing are subject to the Company since following conditions being met: (i) the date hereofaccuracy in all material respects on the Closing Date of the representations and warranties of Enstar contained herein (except to the extent expressly made as of an earlier date, in which case only as of such date); (vii) from the date hereof all obligations, covenants and agreements of Enstar under this Agreement required to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted be performed at or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Date shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported performed in all material respects; (iii) the delivery by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by Enstar of the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude items required to be delivered to CPPIB LP set forth in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the ClosingSection 2.3(a); and (viiv) The Company has, or has the ability to use, all filing of its Intellectual Property Rights and, as appropriate pre-closing notices of the CPPIB LP Transaction to the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any regulators in the jurisdictions set forth on Exhibit B hereto and none of such regulators shall have asserted a right to review and/or approve the Company’s Intellectual Property RightsCPPIB LP Transaction.

Closing Conditions. The cancellation of the Initial Notes and Initial Warrants and the completion of the acquisition of the Notes and Warrants in replacement therefor as contemplated by Article 2 is subject to fulfilment on the Restated Closing Date of the following conditions: (a) The obligations the Lender shall have been satisfied, in its sole discretion, acting reasonably, with the results of its due diligence review of the Company hereunder and its businesses, operations and financial conditions, prospects and market conditions on the Restated Closing Date, including that there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), condition, changes in law or regulatory climate directly affecting the jurisdictions in which the Company’s Subsidiaries, taken as a whole with the Company, are doing or intended to do business or capital of the Company since signing of this Agreement; (b) each Borrower shall have completed all necessary steps and all necessary proceedings shall have been taken to authorize, and all required consents shall have been obtained to permit, the transactions contemplated hereby; (c) the acceptance of the Notes and Warrants by the Lender shall be legally permitted by all Laws to which the Lender, each Borrower and each of their respective Subsidiaries are subject, and all authorizations, approvals or permits of, or filings with, any Governmental Body that are required by Law in connection with the Closing are subject to lawful sale and issuance of the following conditions being met:Notes by the Company and/or the US Borrowers shall have been duly obtained by the Company and/or the US Borrowers, as applicable, and shall be effective; (id) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers Company and the US Borrowers contained herein (unless as of a specific date therein in which case they this Agreement shall be accurate in true and correct on the Restated Closing Date and the Company and the US Borrowers shall have performed and complied with all material respects (orof the terms, to the extent representations or warranties are qualified by materialitycovenants, in all respects) as of such date); (ii) all obligations, covenants agreements and agreements of each Purchaser required conditions to be performed or complied with by it at or prior to the Restated Closing Date; (e) the Notes and Warrant Certificates (both in form and substance satisfactory to the Lender, acting reasonably) subscribed for by the Lender as provided for in Section 2.1 shall be executed and delivered to the Lender, or as the Lender may otherwise direct; (f) on the Restated Closing Date, the Company and each Credit Party shall have executed and delivered, or caused to be executed and delivered, to the Lender, a certificate signed by the appropriate officers of such Person certifying, inter alia, as to the (i) Articles of the Company, and all constating, organizational or governing documents of each Subsidiary, (ii) resolutions of the board of directors, managers, shareholders or members, as applicable, of the Company and each Credit Party authorizing and approving such Person’s execution, delivery and performance of their obligations under the Transaction Agreements, and (iii) incumbency and signatures of the signing officers of the Company and each Credit Party; (g) the Company shall deliver a certificate of good standing of recent date for the Company and each Credit Party from the relevant authority in each jurisdiction in which such Person is qualified to do business; (h) the Lender shall have received from counsel for the Company an opinion, dated as of the Restated Closing Date, in form and substance satisfactory to the Lender, acting reasonably, including opinions in respect of corporate matters, enforceability, authorization, due execution, perfection and other matters reasonably requested by Lender, and from counsel to the Credit Parties and each Cannabis License Holder an opinion, dated as of the Restated Closing Date, in form and substance satisfactory to the Lender, acting reasonably, including opinions in respect of corporate matters and ownership of the Subsidiaries enforceability, authorization, due execution, perfection, necessary government approvals and other matters reasonably requested by the Lender; (i) the Security Documents (other than Security Documents required to be delivered under Section 4.20(ii)) and Intercompany Note shall have been executed and delivered by the Credit Parties to the Lender, and all investment property required to be delivered into the physical possession of the Collateral Agent thereunder shall have been so delivered; (j) the Lender shall have received a subordination and intercreditor agreement and a non-disturbance agreement, each duly executed by LI Lending, LLC, regarding certain Indebtedness and property of Linchpin Investors, LLC; (k) the Business Combination Documents shall have been executed and delivered by the Credit Parties to the Lender, and all transactions required to be performed thereunder on or prior to the Restated Closing Date shall have been performed; and (iiil) such other documentation as the delivery by each Purchaser of the items set forth Lender may reasonably require, in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject form and substance satisfactory to the following conditions being met: (i) the accuracy in all material respects (orLender, to the extent representations or warranties are qualified by materiality or Material Adverse Effectacting reasonably, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) prepared, executed and delivered. The foregoing conditions are for the delivery by the Company exclusive benefit of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing DateLender, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for provided that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Companysaid conditions may be waived in writing in whole or in part by any the Lender without prejudice to such Lender’s Intellectual Property Rightsrights of rescission in the event of the non-fulfilment and/or non-performance of any other conditions, any such waiver to be binding on the Lender only if the same is in writing.

Closing Conditions. (a) The obligations As a condition to the Purchaser’s obligation to close, at the Closing, the Company shall have satisfied each of the Company hereunder in connection with conditions set forth below or shall deliver or cause to be delivered to Purchaser the Closing are subject to the following conditions being metitems set forth below, as appropriate: (i) this Agreement duly executed by the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date)Company; (ii) all obligationswithin five (5) business days of the Closing, covenants and agreements a certificate evidencing the Shares, registered in the name of each Purchaser required to be performed at or prior to the Closing Date shall (unless such shares have been performed; and (iii) previously issued to Purchaser through the delivery by each Purchaser book-entry facilities of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedDepository Trust Company); (iii) the delivery representations and warranties made by the Company herein shall be true and correct in all material respects on the date made and on the date of the items set forth in Section 2.2(a) of this AgreementClosing; (iv) all covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of the Closing shall have been performed or complied with in all material respects; (v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement; and (vi) the Company shall have filed an application with The Nasdaq Stock Market for the listing of the Shares. (b) As a condition to the Company’s obligation to close, at the Closing, Purchaser shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate: (i) this Agreement duly executed by Purchaser; (ii) the Subscription Amount by wire transfer to the account of the Company as set forth on the signature pages hereto; (iii) the representations and warranties made by Purchaser herein shall be true and correct in all material respects on the date made and on the date of the Closing; (iv) Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or before the Closing; and (v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement. (c) As of the date of the Closing, there shall have been no Material Adverse Effect (as defined below) with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) The Company shall have filed, if applicable, a listing of additional shares notification with The NASDAQ Stock Market LLC in connection with the sale and issuance of the Shares, and shall have received no objections thereto from The NASDAQ Stock Market LLC; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, therein) and a certificate of the Company’s Chief Executive Officer or Chief Financial Officer attesting to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such dateforegoing; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing (except as set forth below) are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) as to the First Closing, all of the outstanding convertible promissory notes of the Company shall have been converted into Preferred Stock pursuant to Exchange Agreements, in form and substance satisfactory to the Purchasers in their sole discretion, or such promissory notes shall be redeemed for cash out of the proceeds of the First Closing, in each case with agreements thereof satisfactory to the Purchasers in their sole discretion, or such convertible promissory notes are paid off in full prior to the First Closing, with evidence thereof satisfactory to the Purchasers in their sole discretion; (v) as to the Second Closing, the Reverse Stock Split shall be effective; (vi) as to the Third Closing, the Common Stock is quoted for trading on the OTCQB or the OTCQX and the Roll Up has been consummated; (vii) as to the Third Closing, the Registration Statement registering all of the Registrable Securities shall have been declared effective by the Commission; (viii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vix) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, Market and, at any time prior to the Closing Dateapplicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (v) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, determined without regard to the extent representations or warranties are qualified by any materiality, in all respectsMaterial Adverse Effect or other similar qualifiers therein) on the date of this Agreement and the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Closing Date shall have been performed; andperformed in all material respects; (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and (iv) the Escrow Agent shall have received executed signature pages to this Agreement and the Escrow Agreement from at least one Purchaser showing an agreement to purchase a Note and Warrants hereunder and the Escrow Agent shall have received the corresponding Subscription Amount from such Purchaser, in cash. (b) The respective obligations of a Purchaser hereunder to effect the Purchasers hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the date of this Agreement and Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all Required Approvals, obligations, covenants and agreements of the Company under the Transaction Documents required to be performed or obtained at or prior to the Closing Date shall have been performedperformed or obtained; (iii) the Escrow Agent shall have received executed signature pages to this Agreement from at least one Purchaser showing an agreement to purchase a Note and Warrants hereunder and the Escrow Agent shall have received the corresponding Subscription Amount from such Purchaser in cash; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vvi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. (a) The obligations obligation of Seller to sell, transfer and assign the applicable Shares at each Closing Date to the Company hereunder in connection with the Closing are is subject to the satisfaction of the following conditions being metas of each Closing: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless in Section 5 hereof shall be true and correct on and as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) applicable Closing Date with the same effect as though made at and as of such date; (ii) all obligations, covenants and agreements of the Company shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed at or complied with by it prior to or on the applicable Closing Date shall have been performedDate; (iii) the delivery by the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the items set forth in Section 2.2(a) of this Agreementtransactions contemplated herein; (iv) there Seller shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Datereceived a certificate, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, dated as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any Date and signed by a duly authorized officer of the Company’s Intellectual Property Rights, that each of the conditions set forth in this Section 3(a) have been satisfied; and (v) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (b) The obligation of the Company to purchase the applicable Shares from Seller is subject to the satisfaction of the following conditions as of each Closing: (i) the representations and warranties of Seller in Sections 4(a), 4(b), 4(c) and 4(d) shall be true and correct on and as of each Closing Date with the same effect as though made at and as of such date; (ii) Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the applicable Closing Date; (iii) Seller shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the transactions contemplated herein; (iv) the Company shall have received a certificate, dated the applicable Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in this Section 3(b) have been satisfied; and (v) the Company shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materialitymateriality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) as to the First Closing, the Company shall have provided written evidence of the cancellation of that certain Common Stock Purchase Agreement dated May 27, 2016 with Redwood Management, LLC; (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iiiiv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) as to the Second Closing, the Registration Statement registering all of the Registrable Securities for resale shall have been filed with the Commission; (vi) as to the Third Closing, the Registration Statement registering all of the Registrable Securities for resale shall have been declared effective by the Commission; (vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and (vviii) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Dateapplicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rights.

Closing Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Preferred Shares pursuant to this Agreement is subject to the satisfaction of the following conditions: (a) The obligations no applicable governmental authority shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; (b) the Company hereunder shall have obtained the Shareholder Approval and the Articles shall be in connection with the Closing are subject to the following conditions being met:full force and effect; (c) (i) solely with respect to the accuracy Investor’s obligation to close, the representations and warranties made by Pagaya, and (ii) solely with respect to Pagaya’s obligation to close, the representations and warranties made by the Investor, in each case, in this Agreement shall be true and correct in all material respects as of the Closing Date other than (x) those representations and warranties that are qualified by materiality, Material Adverse Effect (as defined below) or similar qualification, which shall be true and correct in all respects as of the Closing Date and (y) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (or, to the extent representations or warranties are if qualified by materiality, in all respects) on the Closing Date of the Material Adverse Effect or similar qualification, which representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, true and correct in all respects) as of such date)dates; (iid) solely with respect to ▇▇▇▇▇▇’s obligation to close, the Investor shall have wired the Purchase Amount in accordance with Section 2 of this Agreement and otherwise performed, satisfied and complied with, in all obligationsmaterial respects, covenants all of its covenants, agreements and agreements of each Purchaser conditions required by this Agreement that are required to be performed at performed, satisfied and complied with by the Investor on or prior before the Closing Date; (e) solely with respect to Pagaya’s obligation to close, the Investor shall have provided to Pagaya the documents set forth on Schedule B hereto; (f) solely with respect to the Investor’s obligation to close, Pagaya shall have performed, satisfied and complied with, in all material respects, all of its covenants, agreements and conditions required by this Agreement that are required to be performed, satisfied and complied with by ▇▇▇▇▇▇ on or before the Closing Date Date; (g) solely with respect to the Investor’s obligations to close, the Class A Ordinary Shares into which the Preferred Shares will be convertible (the “Underlying Shares”) shall have been performedapproved for listing on the Nasdaq Stock Market LLC (“Nasdaq”), subject to official notice of issuance, and no suspension of the qualification of the Class A Ordinary Shares for offering or sale or trading on Nasdaq and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred; and (iiih) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect solely with respect to the Company since the date hereof; (v) from the date hereof Investor’s obligation to close, ▇▇▇▇▇▇ shall have delivered to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued Investor a legal opinion from counsel to Pagaya in form and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior substance reasonably acceptable to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property RightsInvestor.

Closing Conditions. (a) 7.1. The obligations of the Company Seller to perform this Agreement and its obligations hereunder in connection with the Closing are subject to the satisfaction of each of the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; andDate, unless waived in writing by Seller: (iiia) the delivery by each Purchaser All representations and warranties of Buyer contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and on and as of the items set forth in Section 2.2(b) Closing Date as though made on and as of this Agreement.the Closing Date, and a certificate shall be delivered to Seller so confirming; (b) Issuance of the Consideration Shares to Seller. (c) An executed counterpart of the Employment Agreement by Buyer. (d) An executed counterpart of the Assignment by Buyer. 7.2. The respective obligations of the Purchasers Buyer to perform this Agreement and its obligations hereunder in connection with the Closing are subject to the satisfaction of each of the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, unless waived by Buyer: (a) All covenants, agreements and obligations required by the terms of this agreement to be performed by Seller, as may be required, at or before the Closing shall have been performed;duly and properly performed in all material respects. (iiib) the delivery Receipt of a certificate executed by the Company Seller, dated as of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, no stop order suspending certifying that the effectiveness provisions of any Registration Statement shall the Agreement have been issued fulfilled. (c) Receipt of a certificate of Seller, in his capacity as an officer of Kenmont dated as of the Closing Date, certifying (A) that true and no proceedings for complete copies of the Operating Agreement and organizational documents of Kenmont as in effect on the Closing Date are attached thereto; (B) that purpose shall have been instituted or true, correct and complete copies of resolutions of Seller as the sole member of Kenmont authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time hereby and thereby are attached thereto; and (C) a good standing certificate of Kenmont as of a date within ten (10) days prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and. (vid) Seller shall use its best efforts to obtain all authorizations, consents, orders and approvals of Governmental Authorities and officials that may be or become necessary for their execution and delivery of, and the performance of their respective obligations pursuant to, this Agreement and will cooperate fully with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. (e) An executed Lock-Up Agreement. (f) An executed counterpart of the Employment Agreement by Seller. (g) An executed counterpart of the Assignment by Seller. (h) The Company hasAmended Operating Agreement. (i) The completed Investor Questionnaire. (j) Such other instruments of transfer and assignment as shall be necessary to transfer, or has the ability to useassign, convey and vest in Buyer all of its Intellectual Property Rights andSeller’s right, title and interest in and to the Membership Interests as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsprovided in this Agreement.

Closing Conditions. (a) The obligations obligation of the Company hereunder in connection with to issue and sell the Shares and the Warrants to the Purchaser at the Closing are is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions being metare for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Purchaser with prior written notice thereof: (i) the accuracy representations and warranties made by the Purchaser in Section 3.2 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Purchaser in Section 3.2 hereof not qualified as to materiality shall be true and correct in all material respects (orat all times prior to and on the Closing Date, except to the extent representations any such representation or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless warranty expressly speaks as of a specific date therein an earlier date, in which case they such representation or warranty shall be accurate true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such earlier date); (ii) all obligations, covenants and agreements of each the Purchaser under this Agreement required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations obligation of Purchaser hereunder to purchase the Purchasers hereunder in connection with Shares and the Warrant at the Closing are is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions being metare for each Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties that are qualified by a materiality standard or Material Adverse Effect, in all respects) shall have been true and correct when made and shall be true and correct as of such date; (ii) all obligations, covenants the Closing Date and agreements the representations and warranties of the Company that are not qualified by a materiality standard or Material Adverse Effect, shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date, and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed performed, satisfied or complied with by the Company at or prior to the Closing Date Date, and the Purchaser shall have been performedreceived a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect; (iiiii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iii) the Common Stock (I) shall be designated for quotation or listed on the Principal Market (as defined in the Warrant) and shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market; (iv) there the Company shall have been no Material Adverse Effect with respect to obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the Company since sale of the date hereofSecurities, including without limitation, those required by the Principal Market; (v) from the date hereof to the Closing Dateno statute, no stop order suspending the effectiveness of any Registration Statement rule, regulation, executive order, decree, ruling or injunction shall have been issued and no proceedings for enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that purpose shall have been instituted or prohibits the consummation of any of the transactions contemplated by the CommissionTransaction Documents; (vi) since the date of execution of this Agreement, trading in the Common Stock no event or series of events shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak that reasonably would have or escalation of hostilities or other national or international calamity of such magnitude result in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closinga Material Adverse Effect; and (vivii) The the Company has, or has shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the ability to use, all of its Intellectual Property Rights and, as listing of the applicable Closing DateShares and the Warrant Shares, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any a copy of which shall have been made available to the Company’s Intellectual Property RightsPurchaser.

Closing Conditions. (a) The obligations obligation of the Company hereunder in connection with to issue and sell the Shares and the Warrants to the Purchasers at the Closing are is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions being metare for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Purchasers with prior written notice thereof: (i) the accuracy representations and warranties made by the Purchaser in Section 3.2 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Purchaser in Section 3.2 hereof not qualified as to materiality shall be true and correct in all material respects (orat all times prior to and on the Closing Date, except to the extent representations any such representation or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless warranty expressly speaks as of a specific date therein an earlier date, in which case they such representation or warranty shall be accurate true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such earlier date); (ii) all obligations, covenants and agreements of each the Purchaser under this Agreement required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations obligation of each Purchaser hereunder to purchase the Purchasers hereunder in connection with Shares and the Warrant at the Closing are is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions being metare for each Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties that are qualified by a materiality standard or Material Adverse Effect, in all respects) shall have been true and correct when made and shall be true and correct as of such date; (ii) all obligations, covenants the Closing Date and agreements the representations and warranties of the Company that are not qualified by a materiality standard or Material Adverse Effect, shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date, and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed performed, satisfied or complied with by the Company at or prior to the Closing Date Date, and the Purchaser shall have been performedreceived a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect; (iiiii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iii) the Common Stock (I) shall be designated for quotation or listed on the Principal Market (as defined in the Warrant) and shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market; (iv) there the Company shall have been no Material Adverse Effect with respect to obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the Company since sale of the date hereofSecurities, including without limitation, those required by the Principal Market; (v) from the date hereof to the Closing Dateno statute, no stop order suspending the effectiveness of any Registration Statement rule, regulation, executive order, decree, ruling or injunction shall have been issued and no proceedings for enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that purpose shall have been instituted or prohibits the consummation of any of the transactions contemplated by the CommissionTransaction Documents; (vi) since the date of execution of this Agreement, trading in the Common Stock no event or series of events shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak that reasonably would have or escalation of hostilities or other national or international calamity of such magnitude result in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closinga Material Adverse Effect; and (vivii) The the Company has, or has shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the ability to use, all of its Intellectual Property Rights and, as listing of the applicable Closing DateShares and the Warrant Shares, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any a copy of which shall have been made available to the Company’s Intellectual Property RightsPurchaser.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent except for those representations or and warranties that are qualified by materialitymateriality or Material Adverse Effect, which are true and correct in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless except for representations and warranties that speak as of a specific date therein in date, which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) true and correct as of such specified date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met, which may be waived in the sole discretion of such Purchaser: (i) the accuracy in all material respects (or, to the extent except for those representations or and warranties that are qualified by materiality or Material Adverse Effect, which are true and correct in all respects) respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless except for representations and warranties that speak as of a specific date therein in date, which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) true and correct as of such specified date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Company shall have obtained voting agreements reasonably acceptable to the Purchasers (“Voting Agreement”) duly executed by holders (“Principal Shareholders”) of at least 50.1% of the issued and outstanding voting capital stock of the Company as of the date of this Agreement agreeing to vote in favor of Shareholder Approval; and (vi) from the date hereof to the Closing Date, no stop order suspending the effectiveness of any Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or contemplated by the Commission, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading MarketMarket (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (vi) The Company has, or has the ability to use, all of its Intellectual Property Rights and, as of the applicable Closing Date, there is no pending or threatened interference, reissue, reexamination, derivation, post-grant review, inter partes review, or opposition proceeding involving any of the Company’s Intellectual Property Rightsauthorities.