Common use of Closing; Closing Deliverables Clause in Contracts

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered the following: (i) on the date hereof: (a) this Agreement duly executed by the Company; (b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; and (c) the Lock-Up Agreements. (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by the Placement AgentAegis, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement AgentAegis; upon receipt of such Securities, the Placement Agent Aegis shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Aegis (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered the following: (i) on the date hereof: (a) this Agreement duly executed by the Company; (b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent Aegis in form and substance reasonably satisfactory in all material respects; and (c) the Lock-Up Agreements. (ii) on or prior to the Closing Date: (a) legal opinions opinion of Company Counsel and Foreign Counsel, addressed to the Placement Agent Aegis and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and PurchasersAegis; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of Common Shares Stock equal to the portion of such Purchaser’s Subscription Amount applicable to registered shares of Common SharesStock, divided by the Per Unit Share Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Shares Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Share Purchase Price, with an exercise price equal to $0.0010.00001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent Aegis and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent Aegis in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date;; and (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent Aegis and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by Subject to the Placement Agentconditions set forth herein, settlement the consummation of the Securities transactions that are the subject of this Agreement (the “Closing”) shall occur via “Delivery Versus Payment” (“DVP”) (i.e.at the offices of Xxxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, 0000 Xxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as Buyer, Seller and Shareholders may mutually agree upon in writing, or remotely by mail, facsimile, e-mail and/or wire transfer, in each case to the extent acceptable to the parties hereto, at 10:00 a.m., Detroit time, on the second business day after satisfaction of the conditions set forth in Section 7 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing). The date on which the Closing is to occur is herein referred to as the “Closing Date.” Regardless of the actual time of the Closing, except as otherwise expressly provided herein, for tax and accounting purposes, the Company Closing shall cause be deemed effective as of close of the Depositary to issue day immediately preceding the Securities directly to Closing Date. At the clearing firm designated by the Placement Agent; upon receipt of such SecuritiesClosing, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, parties will execute and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered executed and delivered, as applicable, the following: (ia) on Seller shall execute and deliver to the date hereof:Title Company in escrow an originally executed special warranty deed (the “Deed”), in form approved by Buyer, conveying to Buyer fee simple title to the Property, subject only to the Permitted Exceptions, and otherwise mutually acceptable to Seller and Buyer. (ab) Seller shall deliver to the Title Company in escrow all transfer and other tax declarations for the Property (or MyDec filing) as may be required by law in connection with the transaction contemplated by this Agreement duly executed and sworn to by Seller and, to the extent required, by the Company; (b) a cold comfort letter Title Company and any other certification from the CompanyTown and County where the Property is located, required to record the Deed with the County Recorder’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; andOffice. (c) To the Lockextent the Parties reasonably determine necessary or advisable, Seller shall deliver to Buyer (i) a release letter or certificate for the Property from the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-Up Agreements. 902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statutes, as amended; and (ii) on a letter of clearance for the Property from the State of Illinois’ Department of Employment Security stating that no assessed but unpaid tax penalties or prior interest are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as amended (the release letters and clearances referred to in (i) – (ii) above are referred to collectively as the Closing Date: “Bulk Sale Releases” and individually as a “Bulk Sale Release”). Concurrent with the execution and delivery of this Agreement, Seller has completed, signed and delivered to Buyer (ai) legal opinions the Illinois Department of Company Counsel Revenue Form ITR-1 Request for Tax Clearance and Foreign Counsel, addressed to (ii) the Placement Agent State of Illinois Department of Employment Security Request For Letter of Clearance and acknowledges that Buyer shall process the same with the Illinois Department of Revenue and the PurchasersIllinois Department of Employment Security, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein;respectively. 42718402 (d) Seller shall deliver to the Title Company shall have provided each Purchaser with in escrow a xxxx of sale and general assignment conveying title to Buyer to the Company’s wire instructions, on Company letterhead Personal Property and executed by the Chief Executive Officer or Chief Financial OfficerIntangible Property; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory Buyer shall deliver to the Placement Agent Title Company the Purchase Price, less the Advance (which shall be deemed paid toward the Purchase Price), as adjusted by the adjustments and its counsel;prorations provided for in this Agreement in accordance with a closing statement to be prepared by the Title Company (the “Closing Statement”). (f) a bring-down letter from Seller shall execute and deliver to Buyer such documents or instruments of conveyance and transfer for the Company’s auditor, addressed purpose of assigning the Service Contracts to the Placement Agent in form and substance reasonably satisfactory in all material respects;Buyer. (g) Seller shall deliver to Buyer all keys in Seller’s possession or control to all locks on the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Property. (h) Seller and Buyer shall execute and deliver the Common Warrants registered Closing Statement setting forth the Purchase Price and reflecting all credits, adjustments and prorations provided for in this Agreement, including the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein;Advance. (i) a Seller shall execute and deliver to the Title Company such affidavits with respect to the Property as the Title Company shall require in order to delete from its title insurance policies those of the so-called “standard exceptions” that are removable by affidavit and Seller shall deliver to the Title Company documents evidencing its existence, authority and good standing certificate of as required by the Company as of a recent date;Title Company. (j) an Seller shall execute and deliver to Buyer a duly executed non-foreign person affidavit or a qualifying statement sufficient in form and delivered Secretary’s Certificatesubstance to relieve Buyer of any and all obligation to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”). (k) Seller shall cause the Title Company to provide Buyer with the proforma or marked-up Title Commitment as required under this Agreement. (l) [Intentionally Deleted]. (m) Seller shall deliver to Buyer exclusive possession of the Property in customary form reasonably satisfactory the condition existing on the date of this Agreement (subject to normal wear and tear), subject to the Placement Agent rights of no persons whatsoever except Buyer and its counselany tenants under leases assigned to Buyer. (n) Buyer and Seller shall execute and deliver to each other such other documents as are contemplated to be executed and/or delivered pursuant to the provisions of this Agreement, or as reasonably requested by the other party hereto.

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement (a) The closing of the Securities shall occur via purchase, sale, transfer, assignment and assumption of the Notes pursuant to Section 1.1 (the “Delivery Versus Payment” (“DVPClosing”) (i.e.shall take place remotely via the exchange of documents and signatures at 10:00 a.m., New York City time, on the earliest of the following (i) October 6, 2024, (ii) two Business Days following the date on which definitive documentation for the New Loan and definitive documentation providing for the changes to the terms of the Notes set forth in Section 2.3 have been finalized for execution, and (iii) such earlier date as Sellers and Purchaser agree in writing (the date and time of the Closing being referred to as the “Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company”). (a) The Company shall deliver or cause to be delivered the following: (i) on the date hereof: (a) this Agreement duly executed by the Company; (b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; and (c) the Lock-Up Agreements. (ii) on or prior to On the Closing Date: (ai) legal opinions Purchaser shall pay to each Seller that portion of Company Counsel and Foreign Counsel, addressed the Purchase Price owing to such Seller (less such Seller’s pro rata portion of the Purchase Price Deposit (as defined below)) for each Note sold by such Seller by wire transfer of immediately available funds to the Placement Agent and the Purchasers, account specified in form and substance reasonably acceptable to the Placement Agent and Purchaserswriting for such Seller; (bii) a copy Purchaser shall pay to the Holder Representative any processing fee required by the Holder Representative to be paid and deliver to the Holder Representative any additional documentation required by the Holder Representative to be delivered in connection with the transfer of the irrevocable instructions to Notes on the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such PurchaserClosing Date; (ciii) for Purchaser and each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered Seller shall deliver to each other and to the Company and the Holder Representative duly executed counterparts to the Assignment and Assumption Agreement (as defined in the name of such Purchaser to purchase up to a number of Common Shares equal Purchase Agreement) in substantially the form attached to the portion Purchase Agreement, together with any necessary changes to ensure the statements contained therein are factually accurate, for the transfer of such Purchaser’s Subscription Amount applicable the Notes to Pre-Funded Warrants divided by be transferred at the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided thereinClosing; (div) Each Seller shall deliver to Purchaser, the Company shall have provided each Purchaser and the Holder Representative such certifications, opinions of counsel or other evidence as the Company or the Holder Representative may reasonably require in order to determine that the purchase and sale of the Notes contemplated by this Agreement complies with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;Securities Act; and (ev) Each Seller shall deliver to Purchaser, the Company and the Collateral Agent a duly executed release of the Company and delivered Officers’ Certificatethe Collateral Agent on behalf of the Sellers from any Claims (as defined below) arising out of or relating to the Notes, but not (to avoid doubt) any other Claims (such as Claims any Seller may have in its capacity as a holder of shares of Common Stock (as defined below) or as a result of becoming a lender in connection with the New Loan), in customary a form reasonably satisfactory to the Placement Agent each such Seller and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Purchaser. (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by (a) Subject to the Placement Agentterms and conditions hereof, settlement the closing of the Securities sales referred to in Section 2.1 and in Section 2.2 (the "Closing") shall occur via “Delivery Versus Payment” take place at 10:00 A.M. New York time on the third (“DVP”3rd) Business Day after the satisfaction or waiver (i.e.subject to applicable Law) of the conditions set forth in Article VI (other than any such conditions which by their terms cannot be satisfied until the Closing Date, which shall be required to be so satisfied or waived (subject to applicable Law) on the Closing Date) unless another time or date is agreed to in writing by the Parties (the actual time and date of the Closing being referred to herein as the "Closing Date"); provided, however that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, the Company Parties shall cause not be obligated to effect the Depositary to issue the Securities directly Closing prior to the clearing firm designated by second (2nd) Business Day following the Placement Agent; upon receipt final day of the Marketing Period, unless Purchaser shall request otherwise on two (2) Business Days prior written notice (but, subject in such Securitiescase, the Placement Agent shall promptly electronically deliver such Securities to the satisfaction or waiver (subject to applicable PurchaserLaw) of the conditions set forth in Article VI (other than any such conditions which by their terms cannot be satisfied until the Closing Date, and payment therefor which shall be made by required to be so satisfied or waived (subject to applicable Law) on Purchaser's requested Closing Date)). The Closing shall be held at the Placement Agent (or its clearing firm) by wire transfer to offices of White & Case LLP, 1155 Avenue of the Company)Americas, New York, New York. (ab) The Company At the Closing, Seller shall deliver or cause to be delivered the followingto Purchaser: (i) on a duly executed certificate representing the date hereof:LLC Interest, duly endorsed in blank by Seller or the applicable Selling Entity for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (aii) this Agreement a duly executed stock certificate representing the NextRx Shares, duly endorsed in blank by the applicable Selling Entity or with a duly executed blank stock power, or other appropriate instrument of transfer, affixed for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (iii) a duly executed stock certificate representing the NextRx Services Share, duly endorsed in blank by the applicable Selling Entity or with a duly executed blank stock power, or other appropriate instrument of transfer, affixed for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (iv) a counterpart of the PBM Contract, duly executed by the Companyan authorized officer of Seller; (bv) a cold comfort letter counterpart of the Registration Rights Agreement, duly executed by an authorized officer of Seller; (vi) a counterpart of the Transition Services Agreement, duly executed by an authorized officer of Seller; (vii) a counterpart of the Plano Sublease, duly executed by an authorized officer of Seller; (viii) a certificate from each Selling Entity, dated as of the Closing Date, certifying that such Selling Entity is not a foreign person within the meaning of Section of Section 1445(f)(3) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, however, that if any of the Selling Entities fails to deliver such certificate on the Closing Date and Purchaser elects to proceed with the Closing, then Purchaser shall be entitled to withhold any amounts required pursuant to Section 1445 of the Code from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respectsAggregate Cash Consideration; and (ix) a certificate signed by Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied. (c) At the Lock-Up Agreements.Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Aggregate Cash Consideration; (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (bx) a copy of duly executed stock certificate representing the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered LLC Interest Stock Consideration issued in the name of such Community Insurance, (y) a duly executed stock certificate representing the NextRx Stock Consideration issued in the name of Unicare Specialty and (z) a duly executed stock certificate representing the NextRx Services Stock Consideration issued in the name of Unicare Specialty; (iii) a counterpart of the PBM Contract, duly executed by an authorized officer of Purchaser; (civ) for each Purchaser a counterpart of Pre-Funded Warrantsthe Registration Rights Agreement, a Pre-Funded Warrant registered in the name duly executed by an authorized officer of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (dv) a counterpart of the Company shall have provided each Purchaser with the Company’s wire instructionsTransition Services Agreement, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officeran authorized officer of Purchaser; (evi) a counterpart of the Plano Sublease, duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counselby an authorized officer of Purchaser; (fvii) a bring-down letter from certificate signed by Purchaser, dated as of the Company’s auditorClosing Date, addressed to the Placement Agent effect that the conditions set forth in form Sections 6.3(a) and substance reasonably satisfactory in all material respects;6.3(b) have been satisfied; and (gviii) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)joinder required by Section 10.1. (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered to each Purchaser the following: (i) on the date hereof: (a) this Agreement duly executed by the Company; (b) a cold comfort letter from certificate executed by the Company’s auditor, addressed Chief Financial Officer of the Company in customary form reasonably satisfactory to the Placement Agent in form and substance reasonably satisfactory in all material respectsits counsel; and (c) on the date hereof, the Lock-Up Agreements. (ii) on or prior to the Closing Date: (a) a legal opinions opinion of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) subject to the last sentence of Section 2.1 of the SPA, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded WarrantsWarrants pursuant to Section 2.1 of the SPA, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Shares Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by Subject to the Placement Agentconditions set forth herein, settlement the consummation of the Securities transactions that are the subject of this Agreement (the “Closing”) shall occur via “Delivery Versus Payment” (“DVP”) (i.e.at the offices of Xxxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, 0000 Xxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as Buyer, Seller and Shareholders may mutually agree upon in writing, or remotely by mail, facsimile, e-mail and/or wire transfer, in each case to the extent acceptable to the parties hereto, at 10:00 a.m., Detroit time, on the second business day after satisfaction of the conditions set forth in Section 7 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing). The date on which the Closing is to occur is herein referred to as the “Closing Date.” Regardless of the actual time of the Closing, except as otherwise expressly provided herein, for tax and accounting purposes, the Company Closing shall cause be deemed effective as of close of the Depositary to issue day immediately preceding the Securities directly to Closing Date. At the clearing firm designated by the Placement Agent; upon receipt of such SecuritiesClosing, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, parties will execute and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered executed and delivered, as applicable, the following: (ia) on Seller shall execute and deliver to the date hereof:Title Company in escrow an originally executed special warranty deed (the “Deed”), in form approved by Xxxxx, conveying to Buyer fee simple title to the Property, subject only to the Permitted Exceptions, and otherwise mutually acceptable to Seller and Buyer. (ab) Seller shall deliver to the Title Company in escrow all transfer and other tax declarations for the Property (or MyDec filing) as may be required by law in connection with the transaction contemplated by this Agreement duly executed and sworn to by Seller and, to the extent required, by the Company; (b) a cold comfort letter Title Company and any other certification from the CompanyTown and County where the Property is located, required to record the Deed with the County Recorder’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; andOffice. (c) To the Lockextent the Parties reasonably determine necessary or advisable, Seller shall deliver to Buyer (i) a release letter or certificate for the Property from the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-Up Agreements. 902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statutes, as amended; and (ii) on a letter of clearance for the Property from the State of Illinois’ Department of Employment Security stating that no assessed but unpaid tax penalties or prior interest are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as amended (the release letters and clearances referred to in (i) – (ii) above are referred to collectively as the Closing Date: “Bulk Sale Releases” and individually as a “Bulk Sale Release”). Concurrent with the execution and delivery of this Agreement, Seller has completed, signed and delivered to Buyer (ai) legal opinions the Illinois Department of Company Counsel Revenue Form ITR-1 Request for Tax Clearance and Foreign Counsel, addressed to (ii) the Placement Agent State of Illinois Department of Employment Security Request For Letter of Clearance and acknowledges that Buyer shall process the same with the Illinois Department of Revenue and the PurchasersIllinois Department of Employment Security, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein;respectively. (d) Seller shall deliver to the Title Company shall have provided each Purchaser with in escrow a bill of sale and general assignment conveying title to Buyer to the Company’s wire instructions, on Company letterhead Personal Property and executed by the Chief Executive Officer or Chief Financial OfficerIntangible Property; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory Buyer shall deliver to the Placement Agent Title Company the Purchase Price, less the Advance (which shall be deemed paid toward the Purchase Price), as adjusted by the adjustments and its counsel;prorations provided for in this Agreement in accordance with a closing statement to be prepared by the Title Company (the “Closing Statement”). (f) a bring-down letter from Seller shall execute and deliver to Buyer such documents or instruments of conveyance and transfer for the Company’s auditor, addressed purpose of assigning the Service Contracts to the Placement Agent in form and substance reasonably satisfactory in all material respects;Buyer. (g) Seller shall deliver to Buyer all keys in Seller’s possession or control to all locks on the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Property. (h) Seller and Buyer shall execute and deliver the Common Warrants registered Closing Statement setting forth the Purchase Price and reflecting all credits, adjustments and prorations provided for in this Agreement, including the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein;Advance. (i) a Seller shall execute and deliver to the Title Company such affidavits with respect to the Property as the Title Company shall require in order to delete from its title insurance policies those of the so-called “standard exceptions” that are removable by affidavit and Seller shall deliver to the Title Company documents evidencing its existence, authority and good standing certificate of as required by the Company as of a recent date;Title Company. (j) an Seller shall execute and deliver to Buyer a duly executed non-foreign person affidavit or a qualifying statement sufficient in form and delivered Secretary’s Certificatesubstance to relieve Buyer of any and all obligation to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”). (k) Seller shall cause the Title Company to provide Buyer with the proforma or marked-up Title Commitment as required under this Agreement. (l) [Intentionally Deleted]. (m) Seller shall deliver to Buyer exclusive possession of the Property in customary form reasonably satisfactory the condition existing on the date of this Agreement (subject to normal wear and tear), subject to the Placement Agent rights of no persons whatsoever except Buyer and its counselany tenants under leases assigned to Buyer. (n) Xxxxx and Seller shall execute and deliver to each other such other documents as are contemplated to be executed and/or delivered pursuant to the provisions of this Agreement, or as reasonably requested by the other party hereto.

Closing; Closing Deliverables. Unless otherwise directed by (a) Subject to the Placement Agentterms and conditions hereof, settlement the closing of the Securities shall occur via sales referred to in Section 2.1 and in Section 2.2 (the “Delivery Versus Payment” (“DVPClosing”) shall take place at 10:00 A.M. New York time on the third (i.e.3rd ) Business Day after the satisfaction or waiver (subject to applicable Law) of the conditions set forth in Article VI (other than any such conditions which by their terms cannot be satisfied until the Closing Date, which shall be required to be so satisfied or waived (subject to applicable Law) on the Closing Date) unless another time or date is agreed to in writing by the Parties (the actual time and date of the Closing being referred to herein as the “Closing Date”); provided, however that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, the Company parties shall cause not be obligated to effect the Depositary to issue the Securities directly Closing prior to the clearing firm designated by second (2nd) Business Day following the Placement Agent; upon receipt final day of the Marketing Period, unless Purchaser shall request otherwise on two (2) Business Days prior written notice (but, subject in such Securitiescase, the Placement Agent shall promptly electronically deliver such Securities to the satisfaction or waiver (subject to applicable PurchaserLaw) of the conditions set forth in Article VI (other than any such conditions which by their terms cannot be satisfied until the Closing Date, and payment therefor which shall be made by required to be so satisfied or waived (subject to applicable Law) on Purchaser’s requested Closing Date)). The Closing shall be held at the Placement Agent (or its clearing firm) by wire transfer to offices of White & Case LLP, 1155 Avenue of the Company)Americas, New York, New York. (ab) The Company At the Closing, Seller shall deliver or cause to be delivered the followingto Purchaser: (i) on a duly executed certificate representing the date hereof:LLC Interest, duly endorsed in blank by Seller or the applicable Selling Entity for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (aii) this Agreement a duly executed stock certificate representing the NextRx Shares, duly endorsed in blank by the applicable Selling Entity or with a duly executed blank stock power, or other appropriate instrument of transfer, affixed for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (iii) a duly executed stock certificate representing the NextRx Services Share, duly endorsed in blank by the applicable Selling Entity or with a duly executed blank stock power, or other appropriate instrument of transfer, affixed for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (iv) a counterpart of the PBM Contract, duly executed by the Companyan authorized officer of Seller; (bv) a cold comfort letter counterpart of the Registration Rights Agreement, duly executed by an authorized officer of Seller; (vi) a counterpart of the Transition Services Agreement, duly executed by an authorized officer of Seller; (vii) a counterpart of the Plano Sublease, duly executed by an authorized officer of Seller; (viii) a certificate from each Selling Entity, dated as of the Closing Date, certifying that such Selling Entity is not a foreign person within the meaning of Section of Section 1445(f)(3) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, however, that if any of the Selling Entities fails to deliver such certificate on the Closing Date and Purchaser elects to proceed with the Closing, then Purchaser shall be entitled to withhold any amounts required pursuant to Section 1445 of the Code from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respectsAggregate Cash Consideration; and (ix) a certificate signed by Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied. (c) At the Lock-Up Agreements.Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Aggregate Cash Consideration; (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (bx) a copy of duly executed stock certificate representing the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered LLC Interest Stock Consideration issued in the name of such Community Insurance, (y) a duly executed stock certificate representing the NextRx Stock Consideration issued in the name of Unicare Specialty and (z) a duly executed stock certificate representing the NextRx Services Stock Consideration issued in the name of Unicare Specialty; (iii) a counterpart of the PBM Contract, duly executed by an authorized officer of Purchaser; (civ) for each Purchaser a counterpart of Pre-Funded Warrantsthe Registration Rights Agreement, a Pre-Funded Warrant registered in the name duly executed by an authorized officer of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (dv) a counterpart of the Company shall have provided each Purchaser with the Company’s wire instructionsTransition Services Agreement, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officeran authorized officer of Purchaser; (evi) a counterpart of the Plano Sublease, duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counselby an authorized officer of Purchaser; (fvii) a bring-down letter from certificate signed by Purchaser, dated as of the Company’s auditorClosing Date, addressed to the Placement Agent effect that the conditions set forth in form Sections 6.3(a) and substance reasonably satisfactory in all material respects;6.3(b) have been satisfied; and (gviii) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)joinder required by Section 10.1. (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by (a) Upon the Placement Agentterms and subject to the conditions of this Agreement, settlement the closing (the “Closing”) of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e.transaction contemplated by this Agreement will take place at 10:00 a.m., New York time, on the date that is the second Business Day after the satisfaction or waiver of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article IX, at the offices of Xxxxxxxxx Xxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other time, date or place as the parties shall agree to in writing (the date on which the Closing occurs, the “Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company”). (ab) The Company shall deliver or cause to be delivered At the followingClosing: (i) on the date hereof: (a) this Agreement Each Seller Trust shall deliver to GWG a duly executed by Assignment and Assumption of MLP Units substantially in the Companyform attached hereto as Exhibit C evidencing the transfer of such Seller Trust’s MLP Units to GWG, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws); (b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; and (c) the Lock-Up Agreements. (ii) on or prior GWG shall deliver to the Closing Date: each Seller Trust, pro rata, (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (bA) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Priceduly executed stock certificate, registered in the name of such Purchaser; Seller Trust and dated the Closing Date, evidencing the pro rata Stock Consideration issuable thereto, free and clear of all Liens (cother than Liens arising under the Securities Act and applicable state securities laws), (B) for each Purchaser of Pre-Funded Warrantsa duly executed certificate, a Pre-Funded Warrant registered in the name of such Purchaser Seller Trust, evidencing the pro rata Debt Consideration issuable thereto, and (C) the Cash Payment payable pro rata to purchase up such Seller Trust by wire transfer of immediately available funds to a number of Common Shares equal an account identified by such Seller Trust not less than two Business Days prior to Closing, each in the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided thereinamounts set forth on Schedule I hereto; (diii) GWG shall record in its books and records the Company ownership of the Stock Consideration and the Debt Consideration in such name or names as shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed be designated by the Chief Executive Officer or Chief Financial OfficerTrust Advisors on behalf of the Seller Trusts not less than two (2) Business Days prior to Closing; (eiv) Subject to GWG’s acceptance, MHT SPV shall deliver $150 million by wire transfer of immediately available funds to an account identified by GWG not less than two Business Days prior to Closing as payment in full for such number of shares of GWG Common Stock and such principal amount of GWG L Bonds as shall be determined in accordance with Section 2.2 above; (v) GWG shall (A) deliver to MHT SPV a duly executed and delivered Officers’ Certificatestock certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number MHT SPV and dated the Closing Date, evidencing shares of GWG Common Shares equal to 100.0% Stock, free and clear of all Liens (other than Liens arising under the sum Securities Act and applicable state securities laws), and (B) record in its books and records the ownership of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each GWG L Bonds by MHT SPV in an amount determined in accordance with an exercise price equal to $[●], subject to adjustment as provided thereinSection 2.2 above; (ivi) a good standing certificate GWG Life shall deliver the proceeds of the loan to the Company as of a recent date;in accordance with the Loan Agreement; and (jvii) an a duly executed and The appropriate parties shall deliver the items required to be delivered Secretary’s Certificate, in customary form reasonably satisfactory pursuant to the Placement Agent and its counselArticle IX.

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered At the followingClosing: (i) on the date hereofCompany shall deliver (or cause to be delivered) to Parent the following items: (aA) this a reasonably current long-form good standing certificate (or equivalent document) for the Company and each Company Subsidiary issued by the Secretary of State of the State of Delaware and in each state in which the Company or such Company Subsidiary is qualified to do business as a foreign corporation; (B) the Escrow Agreement, duly executed by the Stockholder Representatives; (C) an agreement in the form attached hereto as Exhibit H (the “Litigation Management Agreement”), duly executed by the Company, Colt’s Manufacturing Company LLC (“CMC”) and the Stockholder Representatives; (D) an agreement in the form attached hereto as Exhibit I-1 (the “Colt Archive Option Agreement”), duly executed by Parent, Xxxx X. Xxxxx (both on behalf of himself and on behalf of Colt Archive Properties LLC), and an agreement in the form attached hereto as Exhibit I-2 (the “Colt Archive Services Agreement”), duly executed by Parent and Xxxx X. Xxxxx on behalf of Colt Archive Properties LLC; (E) a Stockholder Agreement Termination Letter in the form attached hereto as Exhibit K, duly executed by the Company; (bF) a cold comfort letter from certificate signed by an authorized officer of the Company’s auditor, addressed dated as of the Closing Date, to the Placement Agent effect that the conditions set forth in form Sections 6.3(a) and substance reasonably satisfactory in all material respects6.3(g) have been satisfied; (G) the FIRPTA Certificate and the FIRPTA Notice; (H) written evidence of the resignation and/or removal of directors and officers pursuant to Section 4.5; and (cI) the Lock-Up Agreementseach document required to be delivered pursuant to Sections 1.16 and 1.18 of this Agreement. (ii) Parent shall deliver (or cause to be delivered) to the Stockholder Representatives the following items: (A) the Escrow Agreement, duly executed by Parent; (B) the Litigation Management Agreement, duly executed by Parent; (C) the Colt Archive Option Agreement, duly executed by Xxxxxx X. Xxxxxx (both on or prior to behalf of himself and on behalf of Colt Archive Properties LLC), and the Colt Archive Services Agreement, duly executed by CMC and Xxxxxx X. Xxxxxx on behalf of Colt Archive Properties LLC; (D) a certificate signed by an authorized officer of Parent, dated as of the Closing Date:, to the effect that the conditions set forth in Section 6.2(a) have been satisfied; and (aE) legal opinions of Company Counsel and Foreign Counselthe Joinder Agreement, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy duly executed by an authorized officer of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Surviving Corporation. (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by Subject to the Placement Agentconditions set forth herein, settlement the consummation of the Securities transactions that are the subject of this Agreement (the “Closing”) shall occur via “Delivery Versus Payment” (“DVP”) (i.e.at the offices of Xxxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, 0000 Xxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as Buyer, Seller and Shareholders may mutually agree upon in writing, or remotely by mail, facsimile, e-mail and/or wire transfer, in each case to the extent acceptable to the parties hereto, at 10:00 a.m., Detroit time, on the second business day after satisfaction of the conditions set forth in Section 7 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing). The date on which the Closing is to occur is herein referred to as the “Closing Date.” Regardless of the actual time of the Closing, except as otherwise expressly provided herein, for tax and accounting purposes, the Company Closing shall cause be deemed effective as of close of the Depositary to issue day immediately preceding the Securities directly to Closing Date. At the clearing firm designated by the Placement Agent; upon receipt of such SecuritiesClosing, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, parties will execute and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered executed and delivered, as applicable, the following: (ia) on Seller shall execute and deliver to the date hereof:Title Company in escrow an originally executed special warranty deed (the “Deed”), in form approved by Buyer, conveying to Buyer fee simple title to the Property, subject only to the Permitted Exceptions, and otherwise mutually acceptable to Seller and Buyer. (ab) Seller shall deliver to the Title Company in escrow all transfer and other tax declarations for the Property (or MyDec filing) as may be required by law in connection with the transaction contemplated by this Agreement duly executed and sworn to by Seller and, to the extent required, by the Company; (b) a cold comfort letter Title Company and any other certification from the CompanyTown and County where the Property is located, required to record the Deed with the County Recorder’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; andOffice. (c) To the Lockextent the Parties reasonably determine necessary or advisable, Seller shall deliver to Buyer a release letter or certificate for the Property from the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-Up Agreements. 902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statutes, as amended; and (ii) on a letter of clearance for the Property from the State of Illinois’ Department of Employment Security stating that no assessed but unpaid tax penalties or prior interest are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as amended (the release letters and clearances referred to in (i) – (ii) above are referred to collectively as the Closing Date: “Bulk Sale Releases” and individually as a “Bulk Sale Release”). Concurrent with the execution and delivery of this Agreement, Seller has completed, signed and delivered to Buyer (ai) legal opinions the Illinois Department of Company Counsel Revenue Form ITR-1 Request for Tax Clearance and Foreign Counsel, addressed to (ii) the Placement Agent State of Illinois Department of Employment Security Request For Letter of Clearance and acknowledges that Buyer shall process the same with the Illinois Department of Revenue and the PurchasersIllinois Department of Employment Security, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein;respectively. (d) Seller shall deliver to the Title Company shall have provided each Purchaser with in escrow a xxxx of sale and general assignment conveying title to Buyer to the Company’s wire instructions, on Company letterhead Personal Property and executed by the Chief Executive Officer or Chief Financial OfficerIntangible Property; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory Buyer shall deliver to the Placement Agent Title Company the Purchase Price, as adjusted by the adjustments and its counsel;prorations provided for in this Agreement in accordance with a closing statement to be prepared by the Title Company (the “Closing Statement”). (f) a bring-down letter from Seller shall terminate the Company’s auditorService Contracts, addressed except those Service Contracts, if any, which Buyer has elected to continue and assume as of the Placement Agent in form Closing pursuant to Section 5(a). Seller shall execute and substance reasonably satisfactory in all material respects;deliver to Buyer such documents or instruments of conveyance and transfer for the purpose of assigning such Service Contracts to Buyer. (g) Seller shall deliver to Buyer all keys in Seller’s possession or control to all locks on the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Property. (h) Seller and Buyer shall execute and deliver the Common Warrants registered Closing Statement setting forth the Purchase Price and reflecting all credits, adjustments and prorations provided for in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein;this Agreement. (i) a Seller shall execute and deliver to the Title Company such affidavits with respect to the Property as the Title Company shall require in order to delete from its title insurance policies those of the so-called “standard exceptions” that are removable by affidavit and Seller shall deliver to the Title Company documents evidencing its existence, authority and good standing certificate of as required by the Company as of a recent date;Title Company. (j) an Seller shall execute and deliver to Buyer a duly executed non-foreign person affidavit or a qualifying statement sufficient in form and delivered Secretary’s Certificatesubstance to relieve Buyer of any and all obligation to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”). (k) Seller shall cause the Title Company to provide Buyer with the proforma or marked-up Title Commitment as required under this Agreement. (l) Seller shall have terminated all leases currently in effect concerning the Property (except as otherwise requested by Buyer) and shall have entered into binding terminations of any Service Contracts on the Property with respect to those Service Contracts that Buyer (in its sole discretion) has not elected to continue pursuant to Section 5(a), so that such are no longer in effect as of the date of Closing, in customary form reasonably satisfactory each case to the Placement Agent satisfaction of Buyer. (m) Seller shall deliver to Buyer exclusive possession of the Property in the condition existing on the date of this Agreement (subject to normal wear and its counseltear), subject to the rights of no persons whatsoever except Buyer. (n) Buyer and Seller shall execute and deliver to each other such other documents as are contemplated to be executed and/or delivered pursuant to the provisions of this Agreement, or as reasonably requested by the other party hereto.

Closing; Closing Deliverables. Unless otherwise directed (a) Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place (i) at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or remotely by the Placement Agent, settlement exchange of documents and signatures (or their electronic counterparts) on the fourth Business Day following the date on which all of the Securities shall occur via “Delivery Versus Payment” conditions set forth in ‎Article 10 have been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit thereof (“DVP”other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of such conditions by the Party or Parties entitled to the benefit thereof), or (ii) (i.e.at such other time or place as Buyer and Seller may agree; provided that, on notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to in writing by Buyer, the Closing Dateshall not take prior to October 4, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company)2021. (a) The Company shall deliver or cause to be delivered At the followingClosing: (i) on the date hereofBuyer shall deliver, or cause to be delivered: (aA) to the holders of the Secured Indebtedness, the amount specified in the Payoff Letters as necessary to repay in full all borrowings, accrued interest or other amounts due and outstanding in connection with the Secured Indebtedness (the “Payoff Amount”) by wire transfer in immediately available funds to the bank account specified in each Payoff Letter; (B) any resale certificate or other documents reasonably requested by Seller to comply with the provisions of the sales and use tax laws of the State of California; (C) to U.S. Bank National Association (the “Escrow Agent”) , the Escrow Amount by wire transfer of immediately available funds to be held by the Escrow Agent pursuant to an escrow agreement to be entered into among Buyer, Seller and the Escrow Agent substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Amount plus any interest or earnings thereon (the “Escrow Fund”) shall be held and disbursed in accordance with the terms and conditions of the Escrow Agreement and this Agreement Agreement; (D) to Seller, an amount in cash equal to (1) the Estimated Cash Consideration, minus (2) the Payoff Amount, minus (3) the Escrow Amount, by wire transfer of immediately available funds to a single bank account in the United States identified by Seller in writing at least two Business Days prior to the Closing Date; and (E) to Seller, counterparts to each of the Transaction Documents to be entered into at Closing to which Buyer (or one or more Affiliate thereof) is specified to be a party, duly executed by Buyer or such Affiliates, as applicable. (ii) Seller shall deliver, or cause to be delivered: (A) to Buyer, counterparts to each of the CompanyTransaction Documents to be entered into at Closing to which Seller is specified to be a party, duly executed by Seller; (bB) a cold comfort letter from to Buyer, the Company’s auditor, addressed Lien Release Documentation; (C) to the Placement Agent Title Company, a properly executed version of the Clovis Deed, and such other bills of sale, endorsements, assignments and other good and sufficient instruments of transfer, conveyance and assignment, each in form and substance reasonably satisfactory to the Buyer and the Title Company, as shall be necessary to transfer ownership of and good, insurable fee simple title to the Clovis Facility to the Buyer, subject only to the Permitted Liens and the terms and conditions of this Agreement (collectively, the “Clovis Facility Transfer Documents”). The Clovis Facility Transfer Documents shall be held and distributed in all material respectsaccordance with the terms and conditions of an escrow agreement to be entered into prior to the Closing by and among Seller, Buyer and the Title Company; (D) to Buyer, a properly executed IRS Form W-9 from Seller; and (cE) to Buyer, such other documents and instruments as Buyer may reasonably request to consummate the Lock-Up Agreements. (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel transactions contemplated hereby and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)other Transaction Documents. (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.