Common use of Subsequent Closings Clause in Contracts

Subsequent Closings. Except as otherwise provided herein, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms of the License Agreement, such funding and Closings shall begin three (3) days after the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafter.

Subsequent Closings. Except as otherwise provided hereinEach Subsequent Closing shall, with respect subject to subsequent Closings the agreedapplicable conditions set forth in Section 7 and Section 8, take place at the offices of Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP at 10:00 a.m. New York City time on the date set forth on the applicable Follow-upon Development Costs for the collaborative development of Pimagedine Products in the United States On Funding Notice, which date shall be funded the later of (a) fifteen (15) Business Days following the delivery of the applicable Follow-On Funding Notice and (b) the third (3rd) Business Day following the fulfillment or, to the extent permitted by applicable Law, waiver of each of the conditions applicable to such Subsequent Closing set forth in advance Section 7 and Section 8 (other than those conditions that can be fulfilled only at such Subsequent Closing, but subject to the fulfillment or waiver of such conditions), or at such other time and place as Opco and the Investor shall mutually agree (such dates on which any Subsequent Closing actually occurs, the “Subsequent Closing Dates”), provided that if the conditions to a Subsequent Closing have not been waived or fulfilled on or prior to the twentieth (20th) Business Day following delivery of the applicable Follow-On Funding Notice, then such Subsequent Closing shall be deemed abandoned, unless such time period is extended by purchases mutual agreement of Series H Preferred Stock. Subject the parties; provided that if, as a result of the preceding proviso, the applicable time period has expired to deliver a Follow-On Funding Notice pursuant to Section 3(a), Section 3(b), Section 3(c) or Section 3(d), the party requesting such Follow-On Funding shall have the right to extend such time period for an additional period of fifteen (15) Business Days upon written notice to the other terms of parties hereto. At each Subsequent Closing, the License Agreement, such funding and Closings shall begin three (3) days after Investor will deliver to Opco full payment for the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 Convertible Preferred Units to be issued by Opco to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting Investor at such Subsequent Closing, by wire transfer of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (immediately available funds to an account or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained accounts designated by Opco in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery advance of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Subsequent Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafterDate.

Subsequent Closings. Except as otherwise provided hereinPurchases and sales of the Voting Shares shall occur, with respect solely at the direction of the Purchaser, at closings to subsequent Closings occur within 10 (ten) Business Days following delivery by the agreed-upon Development Costs for Purchaser of a notice (the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject “Subscription Notice”) to the other terms Company specifying the aggregate number of the License AgreementVoting Shares, such funding and Closings shall begin three (3) days after the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price therefor (determined at $1,276 per share) and the closing date, at the offices of Xxxxxxx & Xxxxxxxx Ltd., 000 X. Xxxxxx Drive, Suite 2800, Chicago, Illinois 60601, or on such other date or at such other mutually agreed upon location (each such date, a “Subsequent Closing”); provided, that (a) one or more Subsequent Closings, pursuant to which the Series H Preferred Stock purchased hereunder equals Purchaser, without the lesser requirement of a Subscription Notice, shall have delivered to the Company (i) at least $48,000,000150,000,000 (including the amount delivered pursuant to all previous Subsequent Closings) in immediately available funds, or shall occur no later than December 31, 2005, (ii) at least $300,000,000 (including the amount of total Development Costs agreed-upon under Section 3 delivered pursuant to all previous Subsequent Closings) in immediately available funds, shall occur no later than March 31, 2006, and (b) the final Subsequent Closing, pursuant to which the Purchaser shall purchase the remainder of the License AgreementPurchased Shares not already purchased by it, providedshall occur no later than December 31, however, that if the stockholders 2006. The Purchaser shall be treated as satisfying its obligations under subclause a(i) and a(ii) of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent this Section 2.4 to the First extent a Sponsored Entity purchases shares of Series H Closing shall occur on C Preferred Stock in the earlier of same aggregate dollar amount (idetermined at $1,276 per share) three (3) days after as the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date")Purchaser’s obligation. Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv)foregoing, the Purchaser shall have no obligation to purchase additional invested a total of $1,173,920,000 in the Company by December 31, 2006. The Company shall redeem all outstanding shares of Series H C Preferred Stock by no later than December 31, 2006. At each Subsequent Closing in which the Purchaser purchases Voting Shares, subject to the terms and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions conditions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafter.this Agreement:

Subsequent Closings. Except as otherwise provided herein, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms Provided that at least all of the License AgreementPhase I Shopping Centers and the Interests are acquired on the Initial Closing Date, such funding and Closings as the same may be extended, the parties shall begin three use commercially reasonable efforts to cause the transactions contemplated by this Agreement that do not occur on the Initial Closing to take place at one or more closings (3) days after the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the each a "First Series H Subsequent Closing") and such Closings shall continue to be held at the offices of Goulston & Storrs, P.C., 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx at 10:00 A.M., on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 closing date (or such other dates as are provided herein), with the final each a "Subsequent Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "LimitationsDate") contained specified in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly a Subsequent Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data Date Notice from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreementapplicable Property Owner, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period which Closing Date shall be not less than 15 days nor more than 30 days following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafterSubsequent Closing Date Notice to the Buyer, but in any event, except as otherwise provided described in Section 2.1(c)(ivthe next following sentence, no such Subsequent Closing Date shall be later than December 31, 1999. Notwithstanding the foregoing, if the provisions of Schedule 2.00(d) are exercised with respect to any Phase II Shopping Center as described in Schedule 2.00(d), the Purchaser respective Subsequent Closings for the applicable Phase II Shopping Center shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation be on the Purchaser's part under Section 3.11(cdates designated for the applicable closings pursuant to Schedule 2.00(d) (even if such date is subsequent to December 31, 1999). The Phase II Shopping Centers set forth in the Subsequent Closing Date Notice for such Subsequent Closing (together with the related Pending Management Agreements) shall be sold to the Buyer for the consideration set forth in the Acquisition Agreement relating to such Phase II Shopping Center with the balance of the License Agreement or otherwise Adjustment Amount, if any, being credited to pay additional consideration for costs incurred by Alteon after the date Interests upon assignment of the Purchaser's notice of termination until the effectiveness of such termination and thereaftercorresponding Pending Management Agreement.

Subsequent Closings. Except as otherwise provided hereinThe Company may, with respect in its sole discretion from time to subsequent Closings time from the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject date hereof until December 31, 2025, deliver a Subsequent Closing Notice to the other terms of Purchasers, and the License AgreementPurchasers may, such funding and Closings shall begin in their sole discretion upon written notice to the Company within three (3) days after Business Days of receipt thereof, accept or reject such Subsequent Closing Notice (and if no such notice is delivered by the later of Purchasers within such time period, such Subsequent Closing Notice shall be deemed rejected and shall be null and void). Once a Subsequent Closing Notice has been accepted in accordance with the date on which (i) preceding sentence, upon the National Association of Securities Dealersterms and subject to the conditions set forth herein, Inc. has advised the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Closing Shares as set forth for each Purchaser in writing that such Subsequent Closing Notice, which for the concerns raised in its letter avoidance of January 29doubt, 1998 shall be on a pro rata basis consistent with the Purchasers’ Closing Shares at the Initial Closing, unless otherwise agreed to by the Parties. Each Purchaser acquiring Closing Shares at a Subsequent Closing shall deliver to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and , via wire transfer, immediately available funds equal to such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided hereinPurchaser’s Subsequent Subscription Amount pursuant to Section 2.3(b)(ii)(1), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of and the Company have not, prior shall deliver to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment each Purchaser its respective Closing Shares pursuant to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"Section 2.3(b)(i)(1), and the first quarterly Closing subsequent to Company and each Purchaser shall deliver the First Series H other items set forth in Section 2.3(b) deliverable at such Subsequent Closing. Each Subsequent Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders remotely immediately following satisfaction of the Company approve the removal of the Limitations or covenants and conditions set forth in Section 2.4(b) (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release each such date, a “Subsequent Closing Date"”). Notwithstanding the foregoing, upon written notice to the Company accompanying any other provision Subsequent Closing Notice, any Purchaser may designate one or more of its Affiliates to purchase Closing Shares in a Subsequent Closing, in which case such Affiliate shall execute a joinder to this Agreement, the License Agreement or the Amendment, if at any time prior in a form reasonably acceptable to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersedeCompany, and performance thereunder shall satisfy in full, any obligation on the thereafter constitute a “Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay ” hereunder for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafterall purposes.

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

Subsequent Closings. Except as otherwise provided herein, with respect The Company may continue to subsequent Closings the agreed-upon Development Costs offer and accept subscriptions for the collaborative development Shares and conduct additional closings (each, a “Subsequent Closing”) for the sale of Pimagedine Products in such Shares after the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to Closing and until the other terms termination of the License AgreementOffering. Unless earlier terminated, such funding and Closings shall begin three (3) days after this Offering will continue until December 31, 2018 unless the later of the date on which (i) the National Association of Securities DealersCompany, Inc. has advised the Company in writing that the concerns raised in its letter of sole discretion and without notice to Purchasers, extends the offering termination date to January 2931, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H 2019. There may be more than one Subsequent Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, ; provided, however, that the final Subsequent Closing shall take place no later than December 31, 2018 (or January 31, 2019 if the stockholders Company extends the termination date). The date of any subsequent closing is referred to as a “Subsequent Closing Date.” Notwithstanding the Company have notforegoing, prior to October 1, 1998, approved no more than $3,500,000 in Shares will be sold at the elimination of the limitations (the "Limitations") contained in Sections 1 Closing and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment")all Subsequent Closings. [ACKNOWLEDGEMENT SIGNATURE PAGE TO THE SUPPLEMENT] By signing below, the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of undersigned (i) three (3) days after agrees to continue as a subscriber in the date on which Offering pursuant to the stockholders terms of the Company approve the removal of the Limitations or Offering as revised and amended by this Supplement included herewith, as described herein; (ii) sixty represents and warrants to the Company that he/she/it has read and reviewed this Supplement and that he/she/it fully understands the revised terms of the Offering, as described herein; and (60iii) days after confirms all prior representations, warranties and understandings made in the date on which data from Subscription Agreement as of this ___ day of ____________, 201_. INDIVIDUALS: ENTITIES: Print Name Print Name of Entity Signature Print Name of Authorized Signatory Print Name of joint investor or Signature of Authorized Signatory other person whose signature is required Signature SUPPLEMENT #2 TO KULR TECHNOLOGY GROUP, INC. CONFIDENTIAL SUBSCRIPTION AGREEMENT THE DATE OF THIS SUPPLEMENT IS JANUARY 31, 2019 This supplement #2 to the Confidential Subscription Agreement (“Supplement #2”) supplements the Confidential Subscription Agreement (“Subscription Agreement”), as amended by Supplement #1 (“Supplement #1”), of KULR Technology Group, Inc., formerly KT High-Tech Marketing, Inc. (the “Company”), entered into by and between the Company and the undersigned. The purpose of this Supplement #2 is to supplement and replace certain terms of the Subscription Agreement, as more fully described below. This Supplement #2 is incorporated by reference into, and should be read in conjunction with, the Subscription Agreement. This Supplement #2 is not complete without, and may not be delivered or utilized except in connection with the Subscription Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement. By accepting this Supplement #2, you agree to hold all information contained herein in the strictest confidence and not to use this information for any purpose other than to analyze an investment in the Company's ACTION I trial . Failure to comply with this directive can result in a violation of the Securities Act of 1933, as amended, and rules and regulations promulgated thereunder. Any further distribution or reproduction of this Supplement #2 or the Subscription Agreement, in whole or in part, or the disclosure of any of its contents by an offeree, is unauthorized. Except as expressly set forth in this Supplement #2, the Subscription Agreement, including all disclosures therein and all exhibits thereto, shall continue unmodified. You are unblinded receiving this Supplement #2 because you have received a copy of the Subscription Agreement. By executing and returning this Supplement #2, you are acknowledging (i) your receipt of this Supplement #2, and (ii) that you are aware of the changes to the Purchaser (provisions in the "Data Release Date"). Notwithstanding any other provision of Subscription Agreement as described in this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafterSupplement #2.

Subsequent Closings. Except The closing (each a “Subsequent Closing” and together with the Initial Closing, each a “Closing”) of the purchase of Subsequently Purchased Securities by the Buyers pursuant to a Subsequently Purchased Securities Notice shall occur by electronic transmission or other transmission as otherwise provided hereinmutually acceptable to the parties. The date and time of a Subsequent Closing (each a “Subsequent Closing Date” and together with the Initial Closing Date, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States each a “Closing Date”) shall be funded in advance by purchases of Series H Preferred Stock. Subject to 10:00 a.m., New York time, on the other terms of the License Agreement, such funding and Closings shall begin three first (31st) days after the later of the date Business Day on which (ithe conditions to such Subsequent Closing set forth in Sections 6 and 7(b) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 are satisfied or waived (or such other dates date as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of is mutually agreed to by the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained and each Buyer); provided that in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly no event will any Subsequent Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which that is one (1) year from the stockholders of Initial Closing Date; provided further that the Company approve may not deliver the removal first Subsequently Purchased Securities Notice earlier than two (2) Trading Days following the Company’s public announcement of its earnings through the Limitations or (ii) furnishing of a Form 8-K with the SEC for the fiscal year ended December 31, 2023. sixty (60) days after the date on which data da ys from the Company's ACTION I trial are unblinded to Amendment No. 3 Effective Date (or such later date as the Purchaser Required Holders may agree in writing (including, for the "Data Release Date"avoidance of doubt, via e-mail) in their sole discretion). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior thing herein to the expiration contrary the aggregate Stated Principal Amount (as defined in the Notes) of Notes issued pursuant to this Agreement and the other Transaction Documents shall not exceed $25,000,000 (or such greater amount as the Required Holders may agree in writing (including, for the avoidance of doubt, via e-mail) in their sole discretion), plus accrued interest and fees capitalized thereto, without the consent of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafterRequired Holders.

Subsequent Closings. Except as otherwise provided herein, In accordance with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms Section 6.3 of the License Collaboration Agreement, such funding and Closings shall begin three (3) days after the later subject to Article 7 hereof, upon achievement of the date on which development milestones as determined and identified in Section 6.3 of the Collaboration Agreement, additional closings (ieach a “Subsequent Closing”) of the National Association issuance of Securities Dealers, Inc. has advised Common Stock (“Additional Common Stock”) and the Company in writing that the concerns raised in its letter issuance of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held an additional Warrant (the "First Series H Closing"“Additional Warrant”) shall take place at the offices of Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and such Closings shall continue on a quarterly basis thereafter on October 1Xxxxx PC, 1998000 Xxxxx Xxx., January 2Xxx Xxxx, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur XX 00000 on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held within ten (10) days after the determination of the first achievement of each such development milestone, or at such time and date thereafter as the Purchaser and the Company may agree (each a “Subsequent Closing Date”), but in no event later than the date milestone payments are made pursuant to Section 6.3.1 of the Collaboration Agreement. At each Subsequent Closing, the Company will execute, issue and deliver to the Purchaser a certificate in the name of the Purchaser for the number of shares of Additional Common Stock being purchased against delivery by such Purchaser to the Company of such termination notice and thereafterthe applicable portion of the purchase price by wire transfer or other method acceptable to the Company. In addition, except as otherwise provided at the Subsequent Closing that occurs in connection with the milestone identified in Section 2.1(c)(iv)1.2(a) below, the Company will execute, issue and deliver to the Purchaser the Additional Warrant. Subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties as shall have no obligation be made on each Subsequent Closing Date, the Company agrees to purchase additional issue to the Purchaser at the applicable Subsequent Closing, such number of shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersedeAdditional Common Stock, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) Company further agrees to issue to the Purchaser the Additional Warrant upon completion of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafter.milestone identified in (a) below, in each case as shall be determined as follows:

Subsequent Closings. Except as otherwise provided hereinIf less than all of the Shares are sold at the Closing, with respect to then the Company shall hold subsequent Closings the agreed-upon Development Costs closings (each, a “Subsequent Closing”) for the collaborative development purchase and sale of Pimagedine Products such unsold Shares to, in the United States shall be funded case of any such Shares that are Series B Shares, CDT and, in advance by purchases the case of any such Shares that are Series H Preferred Stock. Subject C Shares, to the other terms current stockholders of the License Agreement, such funding and Closings shall begin three (3) days after the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates persons as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, Company may approve; provided, however, that (a) no such person shall be a competitor of CDT, as determined in good faith by CDT upon consultation with the Company based upon whether or not such person is engaged or plans to be engaged in the development, manufacture or marketing of light-emitting diode technology for use in flat panel displays and other applications, including electroluminescent devices, photodetectors or photovoltaics, and materials or components thereof, (b) if the stockholders Company has not sold the full number of Series C Shares contemplated to be sold hereunder by June 30, 2005 (or such later date as the Company have notmay designate with the approval of CDT, prior the “Final Closing Date”), the Company shall, to October 1the extent necessary to issue the full number of Series C Shares contemplated to be sold hereunder, 1998, approved the elimination of the limitations (the "Limitations"i) contained issue Series C Shares in Sections 1 and accordance with Section 2 of the Amendment “Convertible Notes” (as defined in Section 6.12 hereof) and/or (ii) sell Series C Shares to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29Xxxxxx Xxxx, 1998 the Company’s Chairman (the "Amendment"or such other person or persons designated by Xx. Xxxx, subject to clause (a) above), the first quarterly Closing subsequent purchase price for which shall be provided from the amounts deposited pursuant to the First Escrow Agreement, (c) no Subsequent Closing for any Series H C Shares may be held after the Final Closing Date without the approval of CDT, and (d) no Series C Shares may be issued at a price less than $1.23 per share without the approval of CDT. Upon the sale of the full number of Series C Shares contemplated to be sold hereunder, CDT agrees to promptly acknowledge notice thereof pursuant to the Escrow Agreement. Schedule A shall occur be revised by the Company to reflect the sale of Shares at any Subsequent Closing, with the purchasers of such Shares to be treated as Investors for all purposes hereunder. At each Subsequent Closing, each new Investor shall purchase that number and series of Shares designated opposite such Investor’s name on Schedule A for the earlier purchase price set forth opposite such Investor’s name on Schedule A. At each Subsequent Closing, the Company shall deliver to each new Investor a certificate representing the Shares which that Investor is purchasing against delivery to the Company by such Investor at such Subsequent Closing of (ia) three an executed counterpart of this Agreement and each applicable Transactional Agreement and (3b) days after the date purchase price for such Shares as set forth on which the stockholders Schedule A by wire transfer, cancellation of the Company approve the removal of the Limitations indebtedness or (ii) sixty (60) days after the date on which data from check payable to the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv), the Purchaser shall have no obligation to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occurs, the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafter.

Subsequent Closings. Except as otherwise provided herein, with respect (a) Each closing of the purchase by the Purchasers of Subsequent Closing Shares pursuant to subsequent Closings this Agreement (the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States "Subsequent Closings") shall be funded in advance by purchases held remotely via the exchange of Series H Preferred Stock. Subject to the other terms of the License Agreementfinal documents and signature pages, such funding and Closings shall begin three (3) days after on the later of the date on which (i) the National Association second business day following the satisfaction or waiver of Securities Dealersthe applicable conditions set forth in Section 1.4 (other than those conditions that by their nature are to be satisfied at any Subsequent Closing, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 but subject to the Company's counsel have been satisfactorily resolved their satisfaction) and (ii) the Company's 1998 Annual Meeting tenth (10th) business day after which the Company provides written notice to the Purchasers that the Company is exercising its option to sell Subsequent Closing Shares pursuant to Section 1.1 and the number of Stockholders is held Subsequent Closing Shares, which shall not be less than 5,000 shares of Preferred Stock (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations or the like), the Company intends to sell in such Subsequent Closing (such written notice an "Exercise Notice"), or at such other date, time and place as the Purchasers and the Company agree (each such date, a "Subsequent Closing Date" and, together with the First Closing Date, the "Closing Dates"). Exercise Notices in respect of a Subsequent Closing may not be revoked once delivered and may only be delivered by the Company to the Purchasers on or prior to August 5, 2021 (the "First Series H ClosingExercise Expiration Date") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H no Subsequent Closing shall occur on following the earlier date of a Change of Control (i) as defined in the Certificate of Designations). For the avoidance of doubt, the Company may deliver to the Purchasers one or more (but in no event more than three (3)) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if Exercise Notices at any time on or prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have notExercise Expiration Date; provided, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provided in Section 2.1(c)(iv)that, the Purchaser shall have no obligation aggregate number of Subsequent Closing Shares subject to purchase additional shares of Series H Preferred Stock and no additional Closings shall occur. If a Final Closing occursall Exercise Notices will not exceed 45,000 (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations or the Parties agree that the provisions of Section 2.1(c)(iv) below shall supersede, and performance thereunder shall satisfy in full, any obligation on the Purchaser's part under Section 3.11(c) of the License Agreement or otherwise to pay for costs incurred by Alteon after the date of the Purchaser's notice of termination until the effectiveness of such termination and thereafterlike).