Common use of Closing; Delivery Clause in Contracts

Closing; Delivery. (a) The purchase and sale of the Shares shall take place remotely, subject to the satisfaction or waiver of the closing conditions set forth in Sections 5 and 6 of this Agreement, immediately prior to and conditioned upon the consummation of the Merger (the “Closing” and such date the “Closing Date”). (b) Upon not less than three (3) business days’ written notice from (or on behalf of) the Company to each Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Merger to be satisfied on a date that is not less than three (3) business days from the date of the Closing Notice, each Purchaser shall deliver to the Company at least one (1) business day prior to the Closing Date as specified in the Closing Notice, to be held in escrow until the Closing, the applicable purchase price as set forth on Exhibit A attached to this Agreement (the “Applicable Purchase Price”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the Closing Date, the Company shall issue the Shares to each Purchaser and subsequently cause the number of Shares to be purchased by such Purchaser at the Closing as set forth in Exhibit A attached to this Agreement to be registered in book-entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) on the Company’s share register, which book-entry records shall contain substantially the legends set forth in Section 3.5. For purposes of this Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close. Prior to or at the Closing, each Purchaser shall deliver to the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request by a Purchaser, the Company will provide a completed Form W-9 concurrent with, or prior to, the delivery of the Closing Notice. In the event the Closing Date does not occur within five (5) business days after the expected Closing Date specified in the Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return the Applicable Purchase Price to each Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by each Purchaser, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7.2 hereof, such return of funds shall not terminate this Agreement or relieve each Purchaser of its obligation to purchase the Shares at the Closing. (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: such Purchaser shall deliver as soon as practicable prior to the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) of the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws), in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) and evidence of the issuance to such Purchaser of the Shares on and as of the Closing Date.

Closing; Delivery. (a) 1.2.1 The purchase and sale of the Shares shall take place remotelyremotely via the exchange of documents and signatures, subject on the date hereof, or at such other time and place as the Company and the Purchasers mutually agreed upon, orally or in writing (which time and place are designated as the “Closing”). The Closing is contingent and effective immediately upon the first closing of the Company’s Regulation A+ offering, pursuant to Section 3(b)(2) of the Securities Act of 1933, as amended (the “Securities Act”) requiring a minimal threshold of $1,500,000 (the “Reg A+ Offering”). 1.2.2 Each Purchaser, is a holder of a Simple Agreement for Future Equity (each, a “SAFE”) of the Company being converted in consideration of the issuance hereunder of Series B Preferred Stock to such Purchaser, hereby agrees that (i) the entire amount owed to such Purchaser under such SAFE is being tendered to the Company in exchange for the applicable Series B Preferred Stock set forth opposite such Purchaser’s name on the Schedule 1, (ii) the Series B Preferred Stock in the amount set forth opposite such Purchaser’s name on Schedule 1 are issued in full and complete discharge and satisfaction or waiver of all obligations of the closing conditions set forth in Sections 5 Company under the SAFE, (iii) effective upon the Company’s and 6 such Purchaser’s execution and delivery of this Agreement, immediately prior to and conditioned upon the consummation of the Merger (the “Closing” and such date the “Closing Date”). (b) Upon not less than three (3) business days’ written notice from (or on behalf of) the Company to each Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Merger to be satisfied on a date that is not less than three (3) business days from the date of the Closing Notice, each Purchaser shall deliver to the Company at least one (1) business day prior to the Closing Date as specified in the Closing Notice, to be held in escrow until the Closing, the applicable purchase price as set forth on Exhibit A attached to this Agreement (the “Applicable Purchase Price”) by wire transfer of United States dollars in immediately available funds to the account specified without any further action required by the Company or such Purchaser, such SAFE (and regardless of whether such SAFE is delivered to the Company) and all rights and obligations set forth therein shall be immediately deemed terminated in its entirety and of no further force or effect upon the Closing Notice. On and (iv) any amendments to such SAFE necessary in order to consummate the Closing Date, the Company shall transactions contemplated hereby and to issue the Shares to each Purchaser and subsequently cause the number of Shares to be purchased by such Purchaser at the Closing as Series B Preferred Stock set forth in Exhibit A attached to this Agreement to be registered in book-entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee in accordance with opposite such Purchaser’s delivery instructions) name on the Company’s share register, which book-entry records shall contain substantially the legends set forth Schedule 1 are hereby approved in Section 3.5all respects. For purposes of this Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close. Prior to or at the ClosingFurthermore, each such Purchaser shall deliver hereby unconditionally and irrevocably waives (i) all notices that may be required under its SAFE or otherwise in connection with the transactions contemplated hereby, as well as any defaults, events of default and breaches that may have occurred under such SAFE, (ii) any pro rata rights such Purchaser may have to purchase its pro rata share of the Series B Preferred Stock pursuant to the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request by a Purchaser, the Company will provide a completed Form W-9 concurrent with, or prior to, the delivery of the Closing Notice. In the event the Closing Date does not occur within five (5) business days after the expected Closing Date specified in the Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return the Applicable Purchase Price to each Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by each PurchaserSAFE hereunder, and any book-entries for the Shares shall be deemed cancelled; provided that(iii) all rights, unless this Agreement has been terminated pursuant to Section 7.2 hereofpreferences, and obligations stipulated under such return of funds shall not terminate this Agreement or relieve each Purchaser of its obligation to purchase the Shares at the ClosingSAFE. (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: such Purchaser shall deliver as soon as practicable prior to the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) of the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws), in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) and evidence of the issuance to such Purchaser of the Shares on and as of the Closing Date.

Closing; Delivery. (a) The purchase and sale Subject to the provisions of Section 1.2(b), the closing of the Shares transactions contemplated hereby shall take place remotelyat 12:00 p.m., subject to on July 11, 2012 or at such other time and place or at such additional times as the satisfaction or waiver of the closing conditions set forth in Sections 5 Company determines appropriate (each such time and 6 of this Agreement, immediately prior to and conditioned upon the consummation of the Merger (place are designated as the “Closing” and such date the “Closing Date”). (b) Upon not less than three (3) business days’ written notice from (or on behalf of) . At the Company to each Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Merger to be satisfied on a date that is not less than three (3) business days from the date of the Closing NoticeClosing, each Purchaser shall deliver by check, or by wire transfer of immediately available funds to the address or to the bank account designated in writing by the Company, the aggregate purchase price amount set forth opposite such Purchaser’s name on Exhibit A, and, upon receipt of such funds, the Company shall issue to such Purchaser, and record in the register of members of the Company such Purchaser’s ownership of, that number of Shares set forth opposite such Purchaser’s name on Exhibit A. (b) Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the proceeds to the Company at least one resulting from the issuance of Shares pursuant to this Agreement will be less than USD$2,500,000, the Company may determine a later date on which the Closing shall take place, which such later date shall be the “Closing Date” for all purposes hereunder and under any other Transaction Document; provided, however, that if the Closing shall not have occurred within 60 days following the date specified in Section 1.2(a) above, this Agreement may be terminated by the Company upon the delivery of written notice to the Purchasers, or by any Purchaser (1with respect to such Purchaser) business day prior by delivery of written notice to the Company. (c) The Company shall adopt and file with the Registrar of Companies in the Cayman Islands on or before the Closing Date as specified the Amended and Restated Memorandum of Association (the “Restated Memorandum”) and the Amended and Restated Articles of Share Purchase Agreement 1 Confidential Association of the Company in the Closing Notice, to be held in escrow until the Closing, the applicable purchase price as set forth on form of Exhibit A B attached to this Agreement (the “Applicable Purchase PriceRestated Articles”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the Closing Date, the Company shall issue the Shares to each Purchaser and subsequently cause the number of Shares to be purchased by such Purchaser at the Closing as set forth in Exhibit A attached to this Agreement to be registered in book-entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) on the Company’s share register, which book-entry records shall contain substantially the legends set forth in Section 3.5. For purposes of this Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close. Prior to or at the Closing, each Purchaser shall deliver to the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request by a Purchaser, the Company will provide a completed Form W-9 concurrent with, or prior to, the delivery of the Closing Notice. In the event the Closing Date does not occur within five (5) business days after the expected Closing Date specified in the Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return the Applicable Purchase Price to each Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by each Purchaser, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7.2 hereof, such return of funds shall not terminate this Agreement or relieve each Purchaser of its obligation to purchase the Shares at the Closing). (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: such Purchaser shall deliver as soon as practicable prior to the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) of the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws), in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) and evidence of the issuance to such Purchaser of the Shares on and as of the Closing Date.

Closing; Delivery. (a) The purchase and sale of the Shares Notes shall take place remotelyat such time and place as the Company and the Purchasers mutually agree upon, subject to orally or in writing. In the satisfaction or waiver of event there is more than one closing, the closing conditions set forth in Sections 5 and 6 of this Agreement, immediately prior to and conditioned upon the consummation of the Merger (the term “Closing” and such date the “Closing Date”). (b) Upon not less than three (3) business days’ written notice from (or on behalf of) the Company shall apply to each Purchaser such closing (including the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Merger to be satisfied on a date that is not less than three (3) business days from the date of the Closing Noticeinitial closing), unless otherwise specified herein. At each Purchaser shall deliver to the Company at least one (1) business day prior to the Closing Date as specified in the Closing Notice, to be held in escrow until the Closing, the applicable purchase price as set forth on Exhibit A attached to this Agreement (the “Applicable Purchase Price”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the Closing Date, the Company shall issue the Shares deliver to each Purchaser and subsequently cause the number of Shares Note to be purchased by such Purchaser at against (1) payment of the Closing purchase price therefore by check payable to the Company or by wire transfer to a bank designated by the Company and (2) delivery of counterpart signature pages to this Subscription Agreement and the Note. Until the earlier of such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $2,000,000 or June 7, 2013, provided, the Company may extend such date up to one (1) additional fourteen (14) day period in its sole discretion without notice to investors, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in Exhibit A attached to this Agreement to be registered in book-entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) on the Company’s share register, which book-entry records shall contain substantially the legends set forth in Section 3.5Subscription Agreement. For purposes of this Subscription Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “business dayPurchaser” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close. Prior to or at the Closing, each Purchaser shall deliver to the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request by a Purchaser, the Company will provide a completed Form W-9 concurrent with, or prior to, the delivery for purposes of the Closing Notice. In the event the Closing Date does not occur within five (5) business days after the expected Closing Date specified in the Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return the Applicable Purchase Price to each Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by each Purchaserthis Subscription Agreement, and any book-entries for the Shares notes so acquired by such additional purchaser shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7.2 hereof, such return of funds shall not terminate this Agreement or relieve be “Notes”. At each Purchaser of its obligation to purchase the Shares at the Closing. (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following Parties shall apply: such Purchaser shall execute and deliver as soon as practicable prior to the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) of the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws)a Registration Rights Agreement, in the name of such Purchaser form attached hereto as Exhibit C (or its nominee the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in accordance with such Purchaser’s delivery instructions) the Registration Rights Agreement), under the Securities Act and evidence of the issuance to such Purchaser of the Shares on rules and as of the Closing Dateregulations promulgated thereunder, and applicable state securities laws.

Closing; Delivery. (a) 1.2.1 The purchase and sale of the Shares shall take place remotelyremotely via the exchange of documents and signatures, subject on the date hereof, or at such other time and place as the Company and the Purchasers mutually agreed upon, orally or in writing (which time and place are designated as the “Closing”). The Closing is contingent and effective immediately upon the first closing of the Company’s Regulation A+ offering, pursuant to Section 3(b)(2) of the Securities Act of 1933, as amended (the “Securities Act”) requiring a minimal threshold of $2,500,000 (the “Reg A+ Offering”). 1.2.2 Each Purchaser, is a holder of a Simple Agreement for Future Equity (each, a “SAFE”) of the Company being converted in consideration of the issuance hereunder of Series C Preferred Stock to such Purchaser, hereby agrees that (i) the entire amount owed to such Purchaser under such SAFE is being tendered to the Company in exchange for the applicable Series C Preferred Stock set forth opposite such Purchaser’s name on the Schedule 1, (ii) the Series C Preferred Stock in the amount set forth opposite such Purchaser’s name on Schedule 1 are issued in full and complete discharge and satisfaction or waiver of all obligations of the closing conditions set forth in Sections 5 Company under the SAFE, (iii) effective upon the Company’s and 6 such Purchaser’s execution and delivery of this Agreement, immediately prior to and conditioned upon the consummation of the Merger (the “Closing” and such date the “Closing Date”). (b) Upon not less than three (3) business days’ written notice from (or on behalf of) the Company to each Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Merger to be satisfied on a date that is not less than three (3) business days from the date of the Closing Notice, each Purchaser shall deliver to the Company at least one (1) business day prior to the Closing Date as specified in the Closing Notice, to be held in escrow until the Closing, the applicable purchase price as set forth on Exhibit A attached to this Agreement (the “Applicable Purchase Price”) by wire transfer of United States dollars in immediately available funds to the account specified without any further action required by the Company or such Purchaser, such SAFE (and regardless of whether such SAFE is delivered to the Company) and all rights and obligations set forth therein shall be immediately deemed terminated in its entirety and of no further force or effect upon the Closing Notice. On and (iv) any amendments to such SAFE necessary in order to consummate the Closing Date, the Company shall transactions contemplated hereby and to issue the Shares to each Purchaser and subsequently cause the number of Shares to be purchased by such Purchaser at the Closing as Series C Preferred Stock set forth in Exhibit A attached to this Agreement to be registered in book-entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee in accordance with opposite such Purchaser’s delivery instructions) name on the Company’s share register, which book-entry records shall contain substantially the legends set forth Schedule 1 are hereby approved in Section 3.5all respects. For purposes of this Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close. Prior to or at the ClosingFurthermore, each such Purchaser shall deliver hereby unconditionally and irrevocably waives (i) all notices that may be required under its SAFE or otherwise in connection with the transactions contemplated hereby, as well as any defaults, events of default and breaches that may have occurred under such SAFE, (ii) any pro rata rights such Purchaser may have to purchase its pro rata share of the Series C Preferred Stock pursuant to the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request by a Purchaser, the Company will provide a completed Form W-9 concurrent with, or prior to, the delivery of the Closing Notice. In the event the Closing Date does not occur within five (5) business days after the expected Closing Date specified in the Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return the Applicable Purchase Price to each Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by each PurchaserSAFE hereunder, and any book-entries for the Shares shall be deemed cancelled; provided that(iii) all rights, unless this Agreement has been terminated pursuant to Section 7.2 hereofpreferences, and obligations stipulated under such return of funds shall not terminate this Agreement or relieve each Purchaser of its obligation to purchase the Shares at the ClosingSAFE. (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: such Purchaser shall deliver as soon as practicable prior to the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) of the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws), in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) and evidence of the issuance to such Purchaser of the Shares on and as of the Closing Date.

Closing; Delivery. (a) The purchase and sale of the Purchased Shares with respect to each Purchaser shall take place remotelyremotely via the exchange of documents and signatures at such time and place as the Company and such Purchaser may mutually agree upon, which shall, unless the Company and such Purchaser agree otherwise, be no later than five (5) Business Days after the satisfaction or waiver of each condition to the Closing set forth in Section 2 and Section 3 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the closing conditions set forth in Sections 5 and 6 of this Agreement, immediately prior Closing with respect to and conditioned upon the consummation such Purchaser). The completion of the Merger (purchase and sale of the Purchased Shares with respect to a Purchaser shall be referred to as the “Closing” and with respect to such date the “Closing Date”)Purchaser. (b) Upon not less than three At the Closing with respect to each Purchaser, (3) business days’ written notice from (or on behalf ofi) the Company shall (x) cause its register of members to each be updated to reflect such Purchaser’s ownership of the Purchased Shares with respect to such Purchaser, (y) deliver a copy of the updated register of members of the Company to such Purchaser, certified as a true and correct copy by the Company’s registered agent, and (z) deliver to such Purchaser copies of the share certificates representing the Purchased Shares with respect such Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions to the closing originals of the Merger to be satisfied on a date that is not less than three (3) business days from the date of the Closing Notice, each Purchaser shall deliver to the Company at least one (1) business day prior to the Closing Date as specified in the Closing Notice, to be held in escrow until the Closing, the applicable purchase price as set forth on Exhibit A attached to this Agreement (the “Applicable Purchase Price”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the Closing Date, the Company shall issue the Shares to each Purchaser and subsequently cause the number of Shares to be purchased by such Purchaser at the Closing as set forth in Exhibit A attached to this Agreement to be registered in book-entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) on the Company’s share register, which book-entry records shall contain substantially the legends set forth in Section 3.5. For purposes of this Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close. Prior to or at the Closing, each Purchaser shall deliver to the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request by a Purchaser, the Company will provide a completed Form W-9 concurrent with, or prior to, the delivery of the Closing Notice. In the event the Closing Date does not occur within five (5) business days after the expected Closing Date specified in the Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return the Applicable Purchase Price to each Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by each Purchaser, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7.2 hereof, such return of funds shall not terminate this Agreement or relieve each Purchaser of its obligation to purchase the Shares at the Closing. (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: such Purchaser shall deliver as soon as practicable prior to the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company delivered to such Purchaser (or its nominee designated custodian) within ten (10) Business Days after the Closing with respect to such Purchaser); and (ii) such Purchaser (other than Sina) shall pay or cause to be paid the Purchase Price with respect to such Purchaser in accordance with such Purchaser’s delivery instructionsSection 1.3. (c) Each of the Company and Sina hereby agrees that the outstanding principal (the “Convertible Loan”) under the Convertible Loan Agreement dated June 8, 2020 by and between the Company and Sina (the “Convertible Loan Agreement”) shall convert at the Closing into that number of Purchased Shares as indicated opposite Sina’s name on Schedule 1 (the “Conversion”). Sina is purchasing such Purchased Shares by converting the amount of outstanding principal which is owed to it under the Convertible Loan Agreement. Sina acknowledges and agrees: (i) that the Purchased Shares issued to it pursuant to this Agreement upon conversion of the Convertible Loan fully satisfy the Company’s obligation under the Convertible Loan Agreement; (ii) that all outstanding principal under the Convertible Loan Agreement shall be automatically converted into Purchased Shares as set forth on Schedule 1 without further action on the part of the Company or Sina and the Convertible Loan Agreement shall be automatically satisfied, extinguished and cancelled in book entry formits entirety and thereafter represents only the right of Sina to receive the Purchased Shares issuable upon such conversion as set forth on Schedule 1; (iii) that any and all accrued interest under the Convertible Loan Agreement is waived and not payable, free (iv) to waive and clear of hereby does waive Sina’s right to any liens notice with respect to the transactions contemplated by the Conversion and this Agreement required in connection with the Convertible Loan Agreement or other restrictions otherwise; (other than those arising under applicable securities Laws)v) that notwithstanding anything to the contrary with respect to Sina’s Convertible Loan, Sina shall be entitled solely to the rights set forth in the name of such Purchaser (or its nominee in accordance Transaction Documents with such Purchaser’s delivery instructions) and evidence respect to the ownership of the issuance Purchased Shares and shall have no further rights with respect to such Purchaser the Convertible Loan Agreement; and (vi) upon satisfaction and cancellation of Sina’s Convertible Loan pursuant to this Agreement, the Company will be forever released from all of its obligations and liabilities with respect to the Convertible Loan and the Convertible Loan Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, the cancellation, release and extinguishment of the Shares on and as of Convertible Loan Agreement is effective upon the Closing DateClosing, whether or not the Convertible Loan Agreement are delivered to or marked canceled by the Company.

Closing; Delivery. (a) The purchase initial issuance and sale of the Shares shall take place remotely, subject Notes to the satisfaction or waiver of the closing conditions set forth in Sections 5 Purchasers and 6 of this Agreement, immediately prior to and conditioned upon the consummation of the Merger other transactions contemplated by this Agreement shall be effected in a closing (the “Initial Closing” and such date the “Closing Date”), which shall take place at 10:00 a.m. on the date of acceptance hereof by the Company, by means of an exchange of documents by electronic mail or facsimile transmission, with original copies to follow by mail or courier service. (b) Upon not less than three At any time and from time to time during the Additional Closing Period (3) business days’ written notice from (or on behalf of) as defined below), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each a “Closing”), offer and sell additional Notes up to each Purchaser the remaining amount of the Loan Amount not purchased at the Initial Closing to additional investors, which may include the Initial Purchasers (the “Closing NoticeAdditional Purchasers”) that ), under terms no more favorable than the terms and conditions set forth in this Agreement. The Additional Purchasers, if applicable, will execute counterpart signature pages to this Agreement and any other agreements and documents reasonably requested by the Company, and such Additional Purchaser will, upon delivery to the Company reasonably expects all of such signature pages and payment of the principal amount, become parties to, and bound by, the terms and conditions set forth in this Agreement as Purchasers, except with respect to the closing calculation of the Merger to interest on their Notes, which instead will be satisfied on a date that is not less than three (3) business days calculated from the date of their respective Additional Closing. Schedule I shall be supplemented to reflect the Closing Noticename, address and principal amount of the Note of each Purchaser shall deliver to the Company at least one (1) business day prior to the Closing Date as specified in the Closing Notice, to be held in escrow until the Closing, the applicable purchase price as set forth on Exhibit A attached to this Agreement (the “Applicable Purchase Price”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the Closing Date, the Company shall issue the Shares to each Additional Purchaser and subsequently cause the number date of Shares to be purchased by such Purchaser at the Closing as set forth in Exhibit A attached to this Agreement to be registered in book-entry form, free and clear issue of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee in accordance with such each Additional Purchaser’s delivery instructions) on the Company’s share register, which book-entry records Note. The addition of Additional Purchasers shall contain substantially the legends set forth in Section 3.5. For purposes not be deemed an amendment of this Agreement. As used herein, “business dayAdditional Closing Period” shall mean a daymeans the period of time immediately following the Initial Closing through 5/28/2018, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required subject to extension if so determined by Law to close. Prior to or at the Closing, each Purchaser shall deliver to Board of Directors of the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request by a Purchaser, the Company will provide a completed Form W-9 concurrent withwithout notice to, or prior to, the delivery of the Closing Notice. In the event the Closing Date does not occur within five (5) business days after the expected Closing Date specified in the Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return the Applicable Purchase Price to each Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by each Purchaser, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7.2 hereof, such return of funds shall not terminate this Agreement or relieve each Purchaser of its obligation to purchase the Shares at the Closing. (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: such Purchaser shall deliver as soon as practicable prior to the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) of the Shares in book entry form, free and clear consent of any liens or other restrictions (other than those arising under applicable securities Laws), in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) and evidence of the issuance to such Purchaser of the Shares on and as of the Closing DatePurchasers.

Closing; Delivery. (a) The initial purchase and sale of the Shares Notes shall take place remotely, subject to the satisfaction or waiver of the closing conditions set forth in Sections 5 and 6 of this Agreement, immediately prior to and conditioned upon the consummation of the Merger (the “Closing” and such date the “Closing Date”). (b) Upon not less than three (3) business days’ written notice from (or at 10:00 am Eastern time on behalf of) the Company to each Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Merger to be satisfied on a date that is not less than three (3) business days from the date of the Closing Notice, each Purchaser shall deliver to the Company at least one (1) business day prior to the Closing Date as specified in the Closing Notice, to be held in escrow until the Closing, the applicable purchase price as set forth on Exhibit A attached to this Agreement (the “Applicable Purchase PriceInitial Closing”) by wire transfer of United States dollars in immediately available funds to ). At the account specified by the Company in the Closing Notice. On the Closing DateInitial Closing, the Company shall issue the Shares and deliver to each Purchaser purchasing a Note at the Initial Closing such Purchaser’s Note, and subsequently cause the number of Shares to be purchased by such Purchaser shall pay the Company the principal amount set forth on the Purchaser Signature Page for such Purchaser for the Initial Closing and opposite such Purchaser’s name on the Schedule of Purchasers attached hereto, under the heading “Principal Amount of Note Purchased at the Closing as set forth in Exhibit A attached to this Agreement to be registered in book-entry form, free and clear Initial Closing” by wire transfer of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee immediately available funds in accordance with the instructions of the Company. The Company may conduct one or more additional closings on or prior to [XXX] (the “Additional Closings”) to be held at such place and time as the Company and the Purchasers participating in such Additional Closing may determine. At each Additional Closing, the Company shall issue and deliver to each Purchaser purchasing a Note at such Additional Closing such Purchaser’s delivery instructions) Note, and such Purchaser shall pay the Company the principal amount set forth on the CompanyPurchaser Signature Page for such Purchaser for such Closing and opposite such Purchaser’s share register, which book-entry records shall contain substantially name on the legends set forth in Section 3.5. For purposes Schedule of this Agreement, Purchasers attached hereto under the heading “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close. Prior to or Principal Amount of Note Purchased at the Additional Closing, each Purchaser shall deliver to ” dated the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request applicable date by a Purchaser, wire transfer of immediately available funds in accordance with the Company will provide a completed Form W-9 concurrent with, or prior to, the delivery instructions of the Closing NoticeCompany. In the event there is more than one closing, the Closing Date does not occur within five (5) business days after the expected Closing Date specified in the Closing Noticeterm “Closing” shall apply to each such closing unless otherwise specified. Notwithstanding any other provision of this Agreement and without requiring consent of any Purchaser, at each Additional Closing, the Company shall promptly (but not later than one (1) business day thereafter) return update the Applicable Purchase Price Schedule of Purchasers to each Purchaser by wire transfer of United States dollars in immediately available funds to reflect the account specified by each Purchaser, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7.2 hereof, Notes sold at such return of funds shall not terminate this Agreement or relieve each Purchaser of its obligation to purchase the Shares at the Additional Closing. (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: such Purchaser shall deliver as soon as practicable prior to the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) of the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws), in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) and evidence of the issuance to such Purchaser of the Shares on and as of the Closing Date.

Closing; Delivery. (a) The purchase and sale of the Shares Purchased Securities shall take place remotelyremotely via the exchange of documents and signatures, on a date specified by the Parties, or at such other time and place as the Company and the Purchaser may mutually agree upon, which shall be no later than five (5) Business Days after the satisfaction or waiver of each condition to the Closing set forth in Section 2 and Section 3 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the closing conditions set forth in Sections 5 and 6 of this Agreement, immediately prior to and conditioned upon the consummation Closing). Each of the Merger (Purchaser and the Company agrees and undertakes to use commercially reasonable efforts to complete the Closing on or before September 30, 2020. The completion of the purchase and sale of the Purchased Securities shall be referred to as the “Closing” and such date the “Closing Date”). (b) Upon not less than three (3) business days’ written notice from (or on behalf of) the Company to each Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Merger to be satisfied on a date that is not less than three (3) business days from the date of the Closing Notice, each Purchaser shall deliver to the Company at least one (1) business day prior to the Closing Date as specified in the Closing Notice, to be held in escrow until At the Closing, the applicable purchase price as set forth on Exhibit A attached Company shall cause its register of members to this Agreement (be updated to reflect the “Applicable Purchase Price”) Purchased Shares purchased by wire transfer the Purchaser, and shall deliver a copy of United States dollars in immediately available funds such updated register of members to the account specified Purchaser, certified as a true and correct copy by the Company in Company’s registered agent. (c) At the Closing Notice. On the Closing DateClosing, the Company shall issue deliver copies of the share certificates representing the Purchased Shares to each Purchaser and subsequently cause the number of Shares to be being purchased by such the Purchaser at the Closing as set forth in Exhibit A attached to this Agreement to on Schedule 1 (the originals of which shall be registered in book-entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) on the Company’s share register, which book-entry records shall contain substantially the legends set forth in Section 3.5. For purposes of this Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close. Prior to or at the Closing, each Purchaser shall deliver delivered to the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request by a Purchaser, the Company will provide a completed Form W-9 concurrent with, or prior to, the delivery of the Closing Notice. In the event the Closing Date does not occur Purchaser within five (5) business days Business Days after the expected Closing Date specified Closing). (d) In the event that the Purchaser has not exercised its right to purchase Qualified Financing Shares or otherwise exercised its rights to acquire an additional equity interest in the Closing NoticeCompany as set forth in Section 6.7 or Section 6.8 hereof prior to the Closing, at the Closing, the Company shall promptly deliver a duly executed Warrant Instrument representing the Purchased Warrant being issued to the Purchaser at the Closing (but not later than one the originals of which shall be delivered to the Purchaser within five (15) business day thereafterBusiness Days after the Closing). (e) return At the Applicable Closing, the Purchaser shall deposit the Purchase Price to each Purchaser as indicated opposite the Purchaser’s name on Schedule 1 by wire transfer of United States dollars in immediately available US$ funds to the account specified by each Purchaser, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7.2 hereof, such return of funds shall not terminate this Agreement or relieve each Purchaser of its obligation to purchase the Shares at the Closing. (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: such Purchaser shall deliver as soon as practicable prior to into the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and Account (as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) of the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Lawsdefined below), in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) and evidence of the issuance to such Purchaser of the Shares on and as of the Closing Date.

Closing; Delivery. (a) The purchase and sale of the Shares Notes and Warrants shall take place remotelyeither remotely via the exchange of documents and signatures or at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, subject ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. on the date above first written or at such other date and time or such other place as the Company and Investors who have agreed to the satisfaction or waiver purchase a majority of the closing aggregate principal Notes listed on Exhibit A mutually agree, orally or in writing (which time and place are designated as the "Initial Closing"). The date on which the Initial Closing occurs is the "Initial Closing Date." (b) At any time or from time to time on or before the 30th day following the Initial Closing (each such date, an "Additional Closing Date"), the Company may sell Notes and Warrants to certain existing stockholders of the Company in accordance with the purchase rights granted to such stockholders in the Investors' Rights Agreement among the Company and the investor signatories thereto. The Company will provide notice of the sale of the Notes and Warrants to all Investors under the Investors' Rights Agreement in accordance with Section 4.1(e) thereof as promptly as possible, but no later than three days after the Initial Closing Date. All such sales made to any Investor who complies with the notice requirement of Section 4.1(e) of the Investors' Rights Agreement at any additional closings (each an "Additional Closing") shall be made on the same terms and conditions set forth in Sections 5 and 6 of this Agreement, immediately prior to except that the representations and conditioned upon the consummation warranties of the Merger Company set forth in Section 2 hereof (and the “Closing” and such date Disclosure Schedule) shall speak as of the “Initial Closing Date”), and the representations and warranties of the additional purchasers in Section 3 hereof shall speak as of such Additional Closing Date on which they purchase Notes. (bc) Upon not less than three Any Notes and Warrants sold pursuant to Section 1.3(b) shall be deemed to be "Notes" and "Warrants," as applicable, for all purposes under this Agreement, any purchasers thereof shall be deemed to be "Investors" for all purposes under this Agreement, in each case without any further action by the parties hereto. Each of the Initial Closing and any Additional Closings may hereinafter be separately referred to as a "Closing," and each of the Initial Closing Date and any Additional Closing Date may hereinafter be separately referred to as a "Closing Date." (3d) business days’ written notice from (or on behalf of) the Company At each Additional Closing, each purchaser who agrees to each Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions purchase Notes and Warrants will execute a Joinder Agreement, pursuant to which such purchaser agrees to become a party hereto as an Investor hereunder and to be subject to the closing of the Merger to be satisfied on a date that is not less than three terms and conditions hereof. (3e) business days from the date of the Closing Notice, At each Purchaser shall deliver to the Company at least one (1) business day prior to the Closing Date as specified in the Closing Notice, to be held in escrow until the Closing, the applicable purchase price as set forth on Exhibit A attached to this Agreement (the “Applicable Purchase Price”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the Closing Date, the Company shall issue the Shares to each Purchaser Investor the Note and subsequently cause the number of Shares to be Warrant being purchased by such Purchaser Investor at such Closing against payment of the Closing as set forth in Exhibit A attached to this Agreement to be registered in book-entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities Laws) in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) on the Company’s share register, which book-entry records shall contain substantially the legends set forth in Section 3.5. For purposes of this Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required Purchase Price therefor by Law to close. Prior to or at the Closing, each Purchaser shall deliver check payable to the Company a duly completed and executed IRS Form W-9 or appropriate Form W-8. Upon request by a Purchaser, the Company will provide a completed Form W-9 concurrent with, or prior to, the delivery of the Closing Notice. In the event the Closing Date does not occur within five (5) business days after the expected Closing Date specified in the Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return the Applicable Purchase Price to each Purchaser by wire transfer of United States dollars to a bank account designated by the Company. jVen Capital, LLC ("jVen"), in immediately available funds its sole discretion, may tender to the account specified by each Purchaser, Company principal and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant interest due to Section 7.2 hereof, such return of funds shall not terminate this Agreement or relieve each Purchaser of its obligation to purchase the Shares at the Closing. (c) Notwithstanding the foregoing, if a Purchaser informs the Company (1) jVen under that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: such Purchaser shall deliver as soon as practicable prior to the Closing on the Closing Date, following receipt of confirmation of the issuance to such Purchaser of the Shares against payment therefor on and as of the Closing Date, the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company certain Secured Demand Note in the Closing Notice against delivery by principal amount of $300,000 from the Company to such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) jVen, dated as of January 22, 2015, as partial satisfaction of payment of the Shares in book entry form, free and clear Purchase Price of any liens or other restrictions (other than those arising under applicable securities Laws), in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) Notes and evidence of the issuance to such Purchaser of the Shares on and as of the Closing DateWarrants that jVen purchases hereunder.