Common use of Closings Clause in Contracts

Closings. Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Xxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect At each Closing pursuant to an Advance NoticeSection 2(d), the Investor Grantor shall deliver to the Company Grantee a written document certificate or certificates evidencing the number of Option Shares specified in the applicable Stock Exercise Notice (in the denominations specified therein), and the Grantee shall purchase each a “Settlement Document”) setting forth: (i) such Option Share from the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) Grantor at the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect At each Closing pursuant to each AdvanceSection 2(e), the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it Grantor shall deliver to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable Grantee cash in an amount determined pursuant to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction DateSection 2(e). (ci) On each Advance Settlement DateCertificates evidencing Option Shares delivered hereunder may, at the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name election of the Investor as shall equalGrantor, contain the following legend: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, AND NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER, UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS. (ii) The Grantor shall, upon the Purchase Pricewritten request of the holder thereof, by crediting issue such holder a new certificate evidencing such Option Shares without such legend in the Investor’s account event (A) such Option Shares have been registered pursuant to the Securities Act, (B) such Option Shares have been sold in reliance on and in accordance with Rule 144 promulgated under the Securities Act or its designee’s account at (C) such holder shall have delivered to the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by Grantor an opinion of counsel, in form and substance reasonably satisfactory to the Grantor, to the effect that subsequent transfers of such other means of delivery as Option Shares may be mutually agreed upon by effected without registration under the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsSecurities Act. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them All payments made pursuant to this Agreement in order to implement and effect the transactions contemplated hereinSection 4 shall be made by wire transfer of immediately available funds.

Closings. Each Closing The closing of each Advance and each sale and purchase of Common Shares related to each Advance (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Common Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.04); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one two (12) Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which hereto, and transmit notification to the Investor that such share transfer has been requested. The Company shall promptly notify Investor if it has reasonable grounds to dispute the calculations set forth in all cases the Settlement Document, and the Company agrees that such calculations shall be freely tradable, registered shares in good deliverable form, covered deemed agree-upon and final upon transfer of the Common Shares. All Common Shares to be purchased by an effective Registration Statement the Investor pursuant to which an Advance Notice shall be issued electronically through DTC’s Deposit/Withdrawal At Custodian system. Promptly upon receipt of such notification (in any event, not later than three (3) Trading Days after such receipt), the Investor is permitted shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the plan of distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption from its registration requirements). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event set forth in Section 6.08(i) through (v) has occurred or if the Material Outside Event set forth in Sections 6.08(vi) or (vii) shall have occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end (the “Advance Halt”) and the final number of Common Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Purchase Price; , the number of Ordinary Shares to be issued and subscribed for (iii) which in no event will be greater than the Market Price (as supported by Ownership Limitation or any other limitation set forth in this Agreement), and a report by Bloomberg L.P. Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”.B. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) two Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Ordinary Shares registered in the name of the Investor as shall equal: equal (ix) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); , divided by (iiy) the Purchase Price, Price by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which and may be freely transferred by the Investor is permitted to resell such SharesInvestor) against payment of the aggregate Purchase Price in respect of such Ordinary Shares in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Ordinary Shares delivered pursuant hereto shall be free of restrictive legends. Until the Ordinary Shares are transferred by the Investor under an effective Registration Statement or in accordance with an exemption from such registration, the Ordinary Shares shall be considered “restricted securities.” To facilitate the transfer of the Ordinary Shares by the Investor, the Ordinary Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Ordinary Shares. (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each On each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closingfor a Put, the Company and shall -------- deliver into escrow one or more certificates, at the Investor's option, representing the Put Shares to be purchased by the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificatesherein, registered in the name of the Investor or, at the Investor's option, deposit such certificate(s) into such account or its designeesaccounts previously designated by the Investor and (ii) the Investor shall deliver to escrow the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to an account or accounts designated by the Company on or before the Closing Date. In addition, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On on or prior to the Advance Settlement Closing Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the certificates to the Investor shall occur out of escrow in accordance with the escrow agreement referred to in Section 7.2(p) following (x) the Company's deposit into escrow of the certificates representing the Put Shares and (y) the Investor's deposit into escrow of the Investment Amount; provided, however, that to the extent the -------- ------- Company has not paid the fees, expenses and disbursements of the Investor's counsel in accordance with Section 13.1, the amount of such fees, expenses and disbursements shall be paid in immediately available funds, at the direction of the Investor, to Investor's counsel with no reduction in the number of Put Shares issuable to the Investor on such Closing Date; provided, further, that so -------- ------- long as the Investor shall maintain professional liability, errors and omissions liability and/or directors' and officers' liability insurance for its activities related to the Put Shares or the Blackout Shares, one and three quarters of one percent (1.75%) of such Investment Amount shall be either (i) retained by the Investor in respect of premium payments for such insurance or (ii) paid in immediately available funds, at the direction of the Investor in respect of such premium payments, in either case, with no reduction in the number of Put Shares to be issued and/or sold to the Investor on such Closing Date.

Closings. Each Closing shall (a) Subject to the terms and conditions hereof, the closing of the purchase and sale of the Shares and Warrants to be purchased by the Purchaser and the other Purchaser (the "CLOSING") will take place at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, (i) on October 5, 1999, or such other time and date as shall be mutually agreed to by the Company and the Purchaser (the "FIRST CLOSING") (such time and date are herein referred to as the "FIRST CLOSING DATE"), and (ii) on the Advance Settlement date which is within twenty-five days after the Company's Information Statement on Schedule 14C informing the Company's stockholders that the Company has obtained the consent of a majority of its stockholders to the issuance by the Company of Common Stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the Common Stock (the "STOCKHOLDERS' NOTICE"), is first sent or given to the Company's stockholders or such other time and date as shall be mutually agreed to by the Company and the Purchaser, but in any event no later than December 15, 1999; PROVIDED THAT the Company has taken the appropriate corporate action to obtain proper stockholder approval prior to such Closing (the "SECOND CLOSING") (such time and date are herein referred to as the "SECOND CLOSING DATE"). The First Closing and the Second Closing are called individually a "CLOSING" and collectively the "CLOSINGS"; the First Closing Date in accordance with and the procedures set forth below. In connection with each ClosingSecond Closing Date are called individually a "CLOSING DATE" and collectively, the "CLOSING DATES." At any time prior to the First Closing Date, the Company and the Investor shall fulfill Purchasers may agree mutually to close the entire purchase and sale of the Shares and Warrants on the First Closing Date (rather than in two separate Closings). The sale and purchase of Shares and Warrants severally by each of the Purchasers pursuant to the Stock and Warrant Purchase Agreements between each of the Purchasers and the Company shall be consummated concurrently (i) (A) for an aggregate purchase price of $3,750,000 on the First Closing Date and (B) for an aggregate purchase price of $3,750,000 on the Second Closing Date or (ii) for an aggregate purchase price of $7,500,000 on the First Closing Date, if the parties mutually agree to have only one Closing pursuant to this Section 2(a). (b) Subject to the terms and conditions hereof, at each Closing (i) the Company will deliver to the Purchaser (x) a certificate registered in the Purchaser's name (or the name of its obligations nominee, if any, as specified on Schedule 1 hereto) evidencing the number of Shares set forth below: opposite the Purchaser's name on Schedule 1 and (ay) Within one a Warrant Certificate registered in the Purchaser's name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing a number of Warrants equal to the number set forth opposite the Purchaser's name on Schedule 1, and (ii) Trading Day after substantially simultaneously with the expiration of the Pricing Period applicable with respect to an Advance NoticePurchaser's receipt thereof, the Investor shall Purchaser will deliver to the Company a written document certified or official bank check (each a “Settlement Document”or wire transfer) setting forth: (i) in an amount equal to the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price aggregate purchase price (as supported by a report by Bloomberg L.P. indicating specified in Section 1(b) hereof) for the VWAP for each of the Trading Days during the Pricing Period); Shares and (iv) the number of Shares Warrants to be issued and subscribed for in connection with purchased by the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it Purchaser payable to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each order of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereinfederal or other immediately available funds.

Closings. Each Closing 3.1 Delivery of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to this Agreement (the "Closing") shall take place on occur at the Advance Settlement Date in accordance offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the procedures set forth below. In connection with each ClosingPublic Offering Closing (the "Closing Date"), or such other time and place as shall be agreed to by the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after Purchaser. At the expiration of the Pricing Period applicable with respect to an Advance NoticeClosing, the Investor Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the Company a written document (Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each a “Settlement Document”) setting forthsuch certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (ia) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above)Purchase Price for the Shares being purchased hereunder; (iib) execution and delivery by the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each Purchaser of the Trading Days during Registration Rights Agreement substantially in the Pricing Periodform attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (ivc) the number accuracy of Shares the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be issued fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and subscribed for in connection with delivery by the applicable Advance (which in no event will be greater than the Ownership Limitation or Company of the Registration Limitation)Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in each case taking into account form and substance reasonably satisfactory to the terms and conditions Purchaser; (d) the receipt by the Purchaser of this Agreement. The Settlement Document shall be a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit “B”. 2, (be) Upon the receipt by the Purchaser, of a --------- certificate, dated as of the Settlement Document with respect Closing Date, as to each Advance, the good standing of the Company shallin the state of Delaware, (f) the receipt by promptly the Purchaser of a stock certificate, representing the Shares, and (and in any event not later than one (1g) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer accuracy of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, representations and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document warranties made by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects herein as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer Closing as though such number representations and warranties had been made on and as of Shares registered in Closing and the name fulfillment of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Investor shall deliver Registration Rights Agreement are collectively referred to herein as the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein"Transaction Documents".

Closings. Each Closing (a) The consummation of the transactions described in Section 2.1(a) (the “First Closing”) shall take place occur on the Advance Settlement Date fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in accordance writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the procedures set forth belowFirst Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. In connection with each At the First Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: Purchaser (i) the amount First Closing Note dated the date of the Advance (taking into account any adjustments pursuant to Section 2.1 above); First Closing and registered in the name of the Purchaser, (ii) the Purchase Price; Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Market Price (as supported by a report by Bloomberg L.P. indicating Company dated the VWAP for each date of the Trading Days during the Pricing Period); First Closing and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be substantially in the form attached hereto as Exhibit “B”. (b) Upon receipt , together against payment by the Purchaser to the Company or to its order of the Settlement Document with respect First Closing Purchase Price by wire transfer of immediately available funds at First Closing to each Advancesuch account as designated by the Company in writing. At the Second Closing, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it shall deliver to the Investor, confirm that it has obtained all permits and qualifications, if any, required for Purchaser (i) the issuance and transfer Second Closing Note dated the date of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, Second Closing and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: Purchaser and (iii) an opinion of Mauritius counsel to the amount Company dated the date of the Advance specified in such Advance Notice Second Closing and confirmed substantially in the Settlement Document signed form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2. (as may be reduced according to b) Each of the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account Closings shall take place at the Depository Trust Company through its Deposit Withdrawal Agent Commission System offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx XXX, 00/X, Xxxxxxxxx Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, or by at such other means of delivery place as may be mutually agreed upon by the parties hereto (which shall mutually agree in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendswriting. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) TASE Trading Day after the expiration of the Pricing Period applicable with respect to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) Article II, the Purchase Price; , the number of Ordinary Shares to be issued and subscribed for (iii) which in no event will be greater than the Market Price (as supported by Ownership Limitation), and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”.B. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly : (and in any event not later than one i) obtain an effective TASE Approval covering the listing of the Shares on the TASE. (1ii) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits permits, approvals and qualifications, if any, qualifications required for (1) the issuance and transfer of the Shares applicable to such AdvanceAdvance to the Investor, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution subject and that upon their issuance to the Investor the Shares will be Free; and (2) the listing of the Settlement Document by Shares for trade on both the Company shall also be deemed a representation by NASDAQ and the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction DateTASE. (c) On Promptly after receipt of the Settlement Document with respect to each Advance Settlement (the “Advance Closing Date”), the Company will, or will cause its transfer agent to, electronically or otherwise transfer such number of Ordinary Shares registered in the name of the Investor as shall equal: equal (ix) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); , divided by (iiy) the Purchase Price, by crediting the Investor’s account or its designee’s account (including, at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means election of the Investor, crediting the Investor’s securities account with a TASE Member) in accordance with delivery as may be mutually agreed upon instructions provided by the parties hereto Investor (which in all cases shall be freely tradableFree, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. . (d) No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Ordinary Shares delivered pursuant hereto shall be free of restrictive legends. (de) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on the each applicable Advance Settlement Date in accordance with the procedures set forth below. The Company acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered but shall be determined on each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect On or prior to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by Document along with a report by Bloomberg Bloomberg, L.P. (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties) indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) Period or period for determining the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation)Conversion Price, in each case taking into account in accordance with the terms and conditions of this Agreement. The In connection with an Investor Notice, the Investor Notice shall serve as the Settlement Document shall be in the form attached hereto as Exhibit “B”Document. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) either (i) in the case of an Advance Notice submitted other than after the occurrence of an Amortization Event, in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agenthas been requested, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered or (ii) in the name case of an Investor Notice or an Advance Notice submitted after the Investor or its designeesoccurrence of an Amortization Event, representing as an offset of amounts owed under the Shares applicable to such AdvancePromissory Note as described in Section 3.01(b)(iii). No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Ordinary Shares delivered pursuant hereto shall be free by the Investor, the Ordinary Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Ordinary Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Ordinary Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Ordinary Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Xxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Closing Statement) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and the delivery of each sale and purchase of Advance Shares and payment (or deemed payment pursuant to the offset arrangements set forth in Section 3.01) for the Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on the each applicable Advance Settlement Date in accordance with the procedures set forth belowbelow (provided that the Purchase Price must always be such that sales of Advance Shares cannot result in aggregate Purchase Price of the Advance Shares being less than the aggregate nominal value of those Advance Shares). The Company acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered but shall be determined on each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect On or prior to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by Document along with a report by Bloomberg Bloomberg, L.P. (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties) indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) Period or period for determining the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation)Conversion Price, in each case taking into account in accordance with the terms and conditions of this Agreement. The In connection with an Investor Notice, the Investor Notice shall serve as the Settlement Document shall be in the form attached hereto as Exhibit “B”Document. (b) Upon receipt Settlement for sales of Advance Shares will occur on the second Trading Day following each Advance Date (or such earlier day as is industry practice or as is required for regular-way trading) (the “Settlement Date”). On each Settlement Date, subject to the delivery or deemed delivery of the related the aggregate Purchase Price of the Advance Shares (as set forth in the Settlement Document with respect Document) by the Investor to each Advancethe Company, the Company shallwill issue the Advance Shares being sold on such date pursuant to a deed of issue (each, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer a “Deed of the Shares applicable to such Advance, or shall have the availability of exemptions therefromIssue”), and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company DTC through its Deposit Withdrawal Agent Commission System DWAC system or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. On each Settlement Date, unless to resell such Shares) against payment of the extent the Purchase Price is deemed paid pursuant to the offset arrangements set forth in Section 3.01, the Investor will deliver the related aggregate Purchase Price of the Advance Shares (as set forth in the Settlement Document) in same day funds to an account designated by the Company. In Company on or prior to the Settlement Date and in any event before the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then execution by the Company shall cause its transfer agentof the applicable Deed of Issue, on each provided that, in case where delivery of such aggregate Purchase Price of the Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery Shares to the Investor, certificates, registered in Company is not possible prior to the name execution of the applicable Deed of Issue, the Investor may instead (i) notify the Company in writing that it holds such aggregate Purchase Price of the Advance Shares for account and benefit of the Company (such notice constituting a deemed delivery of such aggregate Purchase Price of the Advance Shares) and (ii) subsequently and promptly delivering such aggregate purchase price of the Advance Shares to the Company (in any event within [two] Trading Days following the execution of the execution of the relevant Deed of Issue). The Investor shall be responsible for providing DWAC instructions or its designees, representing other instructions for delivery by other means with regard to the transfer of the Advance Shares applicable to such Advancebeing sold. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher lower whole number of Sharesshares. Any certificates evidencing The Company will arrange, at its own costs, for any third-party (bank- or auditor) declaration, filings and registrations prescribed by Applicable Laws. To facilitate the transfer of the Advance Shares delivered pursuant hereto shall be free by the Investor, the Advance Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Advance Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Advance Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (c) Notwithstanding Section 3.05(b), the certificate(s) or book-entry statement(s) representing the Initial Commitment Shares issued prior to the date the Registration Statement is declared effective by the SEC shall bear a restrictive legend in substantially the following form (and stop transfer instructions may be placed against transfer of the Initial Commitment Shares): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement and/or Applicable Laws in order to implement and effect the transactions contemplated herein. (e) On or prior to the first Closing, the Investor shall deliver to the Company a duly executed IRS Form W-8BEN-E, IRS Form W-8IMY (with all relevant attachments), or other applicable IRS Form W-8 or W-9, and any other similar tax documentation or information reasonably requested by the Company. Investor shall update any such form or certification (or any applicable successor form) or information promptly upon the obsolescence or invalidity of any form previously delivered by such Investor or at the reasonable request of the Company. (f) Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Ordinary Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on the or after each applicable Advance Settlement Date in accordance with the procedures set forth below. The Company acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect On or prior to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by Document along with a report by Bloomberg L.P. (or, if not reported on Bloomberg L.P., another reporting service reasonably agreed to by the parties) indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed Period or period for in connection with determining the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation)Conversion Price, in each case taking into account in accordance with the terms and conditions of this Agreement. The In connection with an Investor Notice, the Investor Notice shall serve as the Settlement Document shall be in the form attached hereto as Exhibit “B”Document. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) either (i) in the case of an Advance Notice submitted other than after the occurrence of an Amortization Event, in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agenthas been requested, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered or (ii) in the name case of an Investor Notice or an Advance Notice submitted after the Investor or its designeesoccurrence of an Amortization Event, representing as an offset of amounts owed under the Shares applicable to such AdvancePromissory Note as described Section 3.01(b). No fractional shares shall be issued, and any fractional amounts shares that would otherwise be issued in connection with an Advance shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the applicable Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Shares related to each Advance (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.04); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Xxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one two (12) Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which hereto, and transmit notification to the Investor that such share transfer has been requested. The Company shall promptly notify Investor if it has reasonable grounds to dispute the calculations set forth in all cases the Settlement Document, and the Company agrees that such calculations shall be freely tradable, registered shares in good deliverable form, covered deemed agree-upon and final upon transfer of the Shares. All Shares to be purchased by an effective Registration Statement the Investor pursuant to which an Advance Notice shall be issued electronically through DTC’s Deposit/Withdrawal At Custodian system. Promptly upon receipt of such notification (in any event, not later than three (3) Trading Days after such receipt), the Investor is permitted shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the plan of distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption from its registration requirements). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event set forth in Section 6.08(i) through (v) has occurred or if the Material Outside Event set forth in Sections 6.08(vi) or (vii) shall have occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end (the “Advance Halt”) and the final number of Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Ordinary Shares delivered pursuant hereto shall be free by the Investor, the Ordinary Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Ordinary Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Ordinary Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Ordinary Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect Subject to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement, the closing of the purchase of the Initial Shares (the “Initial Closing”) will occur (1) by electronic exchange of documents at 10:00 a.m., New York City time, on a date which shall be no earlier than March 15, 2024 and no later than the date thereafter that is three (3) business days after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Section 1.2(d) hereof (other than those conditions that by their nature can only be satisfied at the Initial Closing, but subject to the satisfaction or waiver thereof); or (2) at such other date, time or place as Purchaser and the Company may mutually agree in writing after all of such conditions have been satisfied or waived (other than those conditions that by their nature can only be satisfied at the Initial Closing, but subject to the satisfaction or waiver thereof). The Settlement Document shall be date on which the Initial Closing occurs is referred to in this Agreement as the form attached hereto as Exhibit “BInitial Closing Date.”. (b) Upon receipt Subject to the terms and conditions of this Agreement, the closing of the Settlement Document purchase of the Additional Shares (the “Additional Closing” and, together with respect to the Initial Closing, each Advance, the Company shall, by promptly (and in any event not later than one a “Closing”) will occur (1) Trading Day by electronic exchange of documents at 10:00 a.m., New York City time, on a date which shall be no later than fifteen (15) business days after receipt) signing the Settlement Document and returning it satisfaction or waiver (to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer extent permitted by applicable Law) of the Shares applicable conditions set forth in Section 1.2(f) hereof (other than those conditions that by their nature can only be satisfied at the Additional Closing, but subject to the satisfaction or waiver thereof); or (2) at such Advanceother date, time or shall have place as Purchaser and the availability of exemptions therefrom, and that the sale and issuance Company may mutually agree in writing after all of such Shares shall conditions have been satisfied or waived (other than those conditions that by their nature can only be legally permitted by all laws and regulations satisfied at the Additional Closing, but subject to the satisfaction or waiver thereof). The date on which the Company Additional Closing occurs is subject. Execution of referred to in this Agreement as the Settlement Document by “Additional Closing Date”, and, together with the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Initial Closing Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereina “Closing Date”.

Closings. (a) Each Closing shall take place at 10:00 a.m., New York, New York time on the Advance Settlement Date applicable Closing Date, at the offices of Coolxx Xxxward LLP, One Freedom Square, Reston Town Center, 11950 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx, xx at such other place as the parties hereto shall agree in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”writing. (b) Upon receipt of On the Settlement Document with respect to each Advance, First Closing Date (i) the Purchaser shall deposit into a bank account designated by the Company shall, by promptly (and in any event not later than one (1) Trading Business Day after receipt) signing the Settlement Document and returning it prior to such Closing Date, by wire transfer of immediately available funds, an amount equal to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefromInitial Disbursement, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by (ii) the Company shall also deliver to the Purchaser, against funding of the Initial Disbursement, the Promissory Note and the Tranche A Warrants. The Promissory Note and the Tranche A Warrants shall be deemed a representation by in definitive form and registered in the Company that all conditions name of the Purchaser or its nominee or designee and in such denominations as the Purchaser shall request not later than one Business Day prior to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction the First Closing Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: Second Closing Date (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed Purchaser shall deposit into a bank account designated by the Company (as may be reduced according not later than one Business Day prior to such Closing Date, by wire transfer of immediately available funds, an amount equal to the terms of this Agreement); divided by Second Disbursement, and (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the otherPurchaser the Tranche B Warrants, as applicable, all documents, instruments and writings required (iii) the principal owed by the Company to be delivered by either the Purchaser under the Promissory Note and the number of them pursuant to this Agreement warrant shares under the Tranche A Warrants shall increase in order to implement and effect accordance with the transactions contemplated herein.terms of such

Closings. Each On or before each Closing Date for a Put the Investor -------- shall take place on deliver the Advance Settlement Date Investment Amount specified in accordance with the procedures set forth belowPut Notice by wire transfer of immediately available funds to the Escrow Agent. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agentaddition, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Closing Date, each of the Company and the Investor shall deliver to the other, as applicable, Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Upon receipt of notice from the Escrow Agent that the Escrow Agent has possession of the Investment Amount, the Company shall, if possible, deliver the Put Shares to the Investor's account through the Depository Trust Company DWAC system, per written account instructions delivered by the Investor to the Company, and if the Company is not eligible to participate in the DWAC system, to deliver to the Escrow Agent one or more certificates, as requested by the Investor, representing the Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor or, at the Investor's option, registered in the name of such account or accounts as may be designated by the Investor. Payment of funds to the Company and delivery of the certificates to the Investor (unless delivered by DWAC) shall occur out of escrow in accordance with the Escrow Agreement, provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor's counsel in accordance with Section 13.7, the amount of such fees, expenses, and disbursements shall be paid in immediately available funds, at the direction of the Investor, to Investor's counsel with no reduction in the number of Put Shares issuable to the Investor on such Closing Date.

Closings. Each Closing (a) The initial closing (the “Closing”) with respect to the transaction contemplated in Section 2 hereof shall take place on at the Advance Settlement Date in accordance offices of Ropes & Xxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx simultaneously with the procedures set forth belowclosing of the Acquisition, or at such other time and place as the Company and Purchasers may agree (the “Closing Date”). In connection with each At the Closing, the Company and shall deliver to each Purchaser certificates representing the Investor shall fulfill each of its obligations Series E Preferred Stock which such Purchaser is purchasing at the Closing as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form on Schedule I attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificateshereto, registered in the name of the Investor or its designeessuch Purchaser, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded against delivery to the next higher whole number Company by such Purchaser of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free a wire transfer and/or shares of restrictive legendsSeries C Preferred Stock (as the case may be) in the amount of the Purchase Price therefor. (db) On or prior Following the Closing, an additional closing (the “Additional Closing”) with respect to the Advance Settlement Date, each of transaction contemplated in Section 2 hereof shall take place at such other time and place as the Company and Purchasers may agree, but in no event shall such Additional Closing occur after March 31, 2010 (the Investor “Additional Closing Date”). At the Additional Closing, the Company shall deliver to each Purchaser certificates representing the otherSeries E Preferred Stock which such Purchaser is purchasing at the Additional Closing as set forth on Schedule I attached hereto (the Additional Shares”), as applicableregistered in the name of such Purchaser, all documents, instruments and writings required against delivery to be delivered the Company by either such Purchaser of them pursuant to this Agreement a wire transfer in order to implement and effect the transactions contemplated hereinamount of the Purchase Price therefor.”

Closings. Each Closing The Closings shall take place as follows: a) The first closing (the “First Closing”) of the sale and purchase of the Shares pursuant to this Agreement is taking place contemporaneously with the execution and delivery of this Agreement on the Advance Settlement Date in accordance with date hereof. At the procedures set forth belowFirst Closing, the Subscriber is wiring to an account specified by the Company the purchase price for the Shares being purchased at the First Closing. In connection with each As soon as practical after the First Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such to deliver to the Subscriber a certificate representing that number of Shares so purchased, which shall be registered in the name of the Investor as Purchaser or its nominee. b) The Subscriber shall equal: indicate to the Company by written notice given no later than December 15th, 2009, whether or not it elects that the second closing under this Agreement (ithe “Second Closing”) shall occur. Such notice shall specify a closing date for the amount Second Closing no more than 3 business days after the delivery of such notice, or December 18th, 2009. At the Advance Second Closing, the Subscriber will wire to an account specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) purchase price for the Purchase Price, by crediting the Investor’s account or its designee’s account Shares being purchased at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery Second Closing. As soon as may be mutually agreed upon by practical after the parties hereto (which in all cases shall be freely tradableSecond Closing, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall will cause its transfer agent, on each Advance Settlement Date, agent to issue and surrender to a common carrier for overnight delivery deliver to the InvestorSubscriber a certificate representing that number of Shares so purchased, certificates, which shall be registered in the name of the Investor Purchaser or its designeesnominee. c) The First Closing and the Second Closing, representing the Shares applicable to such Advance. No fractional shares if any, shall be issued, collectively referred to as the “Closings,” each may individually be referred to as a “Closing” and any fractional amounts the date of each Closing shall be rounded referred to as a “Closing Date.” All deliveries at each Closing shall take place by the next higher whole number electronic delivery, by fax or email, of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsall closing documents. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing Subject to the terms, conditions and limitations of this Agreement, the Investor promptly shall take place notify the Company in writing of the occurrence of the Clearing Date associated with a Drawdown Notice. The Pricing Period with respect to such Drawdown Notice shall begin on the first (1st) Trading Day immediately following the applicable Clearing Date. At the end of the Pricing Period, the Purchase Price and the amount of the Advance Request (taking into account adjustments and/or reductions) shall be established and the number of Advance Shares shall be determined for a particular Advance Request (which shall include any shares of Common Stock sold by the Investor on any Floor Day). If the number of Estimated Advance Shares initially delivered to the Investor pursuant to Section 2.2(b) is greater than the aggregate number of Advance Shares to be purchased by the Investor pursuant to such Advance Request, then, on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance NoticeShares True-Up Date, the Investor shall deliver to Company any excess Estimated Advance Shares associated with such Advance Request unless the parties mutually agree for the Investor to retain such excess Common Shares to apply to the next Advance Request. If the number of Estimated Advance Shares initially delivered to the Investor pursuant to Section 2.2(b) is less than the aggregate number of Advance Shares to be purchased by the Investor pursuant to such Advance Request, then, on the Advance Shares True-Up Date, the Company shall deliver to the Investor the difference between the Estimated Advance Shares and the Advance Shares issuable pursuant to such Advance Request. In all circumstances any amount of additional shares due to the Investor to make up this difference on the Advance Shares True-Up Date shall not cause the Investor to exceed the 4.99% Ownership Limitation. The amount specified in the Drawdown Notice shall be reduced as a written document result to conform to the Ownership Limitation and the amount of proceeds ultimately due to the Company will be reduced. The Closing of an Advance Request shall occur upon the date (each a the “Settlement DocumentClosing Date”) setting forth: on which the settlement of trades of the Advance Shares that occurred during the applicable Pricing Period and after the applicable Advance Shares True-Up Date associated with such Drawdown Notice in the Investor’s brokerage account has been completed and when any additional Advance Shares, if required after an Advance Shares True-Up Date, have been deposited into the Investor’s brokerage account without restrictive legend and only after the Investor’s broker has confirmed with the Investor that the Investor may execute trades. A Closing may be delayed if shares are sent via physical delivery in certificate form. In all circumstances no subsequent Drawdown Notice(s) may be deemed delivered and the Investor has no obligation to accept subsequent Drawdown Notice(s) until all shares of Common Stock related to a previous Drawdown Notice’s Advance Shares True-Up Date have been deposited into the Investor’s brokerage account without restrictive legend and only after the Investor’s broker has confirmed with the Investor that the Investor may execute trades related to them. Once the settlement of Advance Shares has been confirmed and, if applicable, any subsequent Advance Shares due to the Investor have been received and their delivery confirmed, then the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account designated in writing by the Company, (i) the amount of Advance Request specified in the Advance (taking into account any adjustments Drawdown Notice, as reduced pursuant to Section 2.1 above2.2(c) (as applicable); , plus (ii) an amount equal to the Purchase number of shares of Common Stock corresponding to such Drawdown Notice that have been sold by the Investor on any Floor Day during the applicable Pricing Period multiplied by the Discounted Floor Price; , less (iii) the Market Price (as supported by Par Value Payment. In the event that the Investor is no longer able, due to time constraints beyond its control, to perform a report by Bloomberg L.P. indicating wire on any particular Trading Day, then the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event wire will be greater than promptly executed on the Ownership Limitation or next following Trading Day. In lieu of delivering physical certificates representing the Registration Limitation), Common Stock issuable in each case taking into account the terms and conditions of accordance with this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefromSection 2.3, and provided that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its Company’s transfer agent to, electronically transfer such number of Shares registered is then participating in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company ("DTC") Fast Automated Securities Transfer (FAST) program, upon request of the Investor, the Company shall cause the Company’s transfer agent to electronically transmit the applicable Advance Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable"DWAC") system, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and provide proof satisfactory to which the Investor of such delivery provided that the Investor’s prime broker is permitted willing to resell such Shares) against payment of accept DWAC or DRS at the Purchase Price in same day funds to an account designated by the CompanyInvestor’s cost. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agentaddition, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Closing Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. To the extent the Company has not paid the fees, expenses, and disbursements to the Investor in accordance with Sections 2.4 and 12.4, then the amount of such fees, expenses, and disbursements may be withheld by the Investor (and shall be paid to the relevant party) from the wire transfer pursuant to that particular Drawdown Notice. If in the event that on a Closing Date the Advance Request has been reduced to a dollar amount that does not exceed the initial Par Value Payment made by the Investor, then that difference, up to the full Par Value Payment, will be required to be returned to the Investor by the Company on the next following Trading Day via wire transfer, if applicable. In all circumstances no subsequent Drawdown Notice(s) may be deemed delivered and the Investor has no obligation to accept subsequent Drawdown Notice(s) if any amount of a Par Value Payment is outstanding and due to the Investor.

Closings. Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with At each Closing, (i) in the Company and the Investor shall fulfill each event of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect a Closing pursuant to an Advance NoticeSection 1.02(c), the Investor Issuer shall deliver to Grantee a certificate or certificates evidencing the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the applicable number of Option Shares to be issued and subscribed for (in connection with the applicable Advance (which denominations specified in no event will be greater than the Ownership Limitation or the Registration LimitationStock Exercise Notice), in and Grantee shall purchase each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) Option Share from Issuer at the Purchase Price, by crediting or (ii) in the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means event of delivery as may be mutually agreed upon by the parties hereto (which a Closing pursuant to Section 1.02(d), Issuer shall deliver to Grantee cash in all cases an amount determined pursuant to Section 1.02(d). All payments made pursuant to this Agreement shall be freely tradable, registered shares in good deliverable form, covered made by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment wire transfer of the Purchase Price in same day immediately available funds to an account designated in writing by Grantee to Issuer. Upon delivery by Grantee to Issuer of the CompanyStock Exercise Notice and the tender of the applicable cash as described above in this Section 1.04, Grantee shall be deemed to be the holder of record of the shares of Issuer Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of Issuer shall then be closed or that certificates representing such shares of Issuer Common Stock shall not then be actually delivered to Grantee or that Issuer shall have failed to designate the bank account described above in this Section 1.04. In Certificates evidencing Option Shares delivered hereunder may, at Issuer's election, contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR AN EXEMPTION THEREFROM. Issuer shall, upon the written request of the holder thereof, issue such holder a new certificate evidencing such Option Shares without such legend in the event (x) such Option Shares have been registered pursuant to the Securities Act, (y) such Option Shares cannot have been sold in reliance on and in accordance with Rule 144 under the Securities Act or (z) such holder shall have delivered to Issuer an opinion of counsel, which opinion shall, in Issuer's reasonable judgment, be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Datesatisfactory in form and substance to Issuer, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in effect that subsequent transfers of such Option Shares may be effected without registration under the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsSecurities Act. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Shares related to each Advance (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge in respect of an Advance Notice, the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Xxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) either (i), in cash in immediately available funds to an account designated by the Company. In Company in writing and transmit notification to the event Company that such funds transfer has been requested, or (ii) in respect of an Advance Repayment (as defined in the Promissory Note), by offsetting the amount of the aggregate purchase price of the Shares cannot to be delivered through paid by Investor against an equal amount outstanding under the Deposit Withdrawal Agent Commission SystemPromissory Note (first towards accrued and unpaid interest, and then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancetowards outstanding principal). No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing shall take place on the On each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, (i) the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer Investor such number of Shares shares of the Common Stock registered in the name of the Investor as shall equal: equal (ix) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according pursuant to the terms of this Agreement); Section 2.1 herein, divided by (iiy) the Purchase PricePrice and (ii) upon receipt of such shares, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted shall deliver to resell such Shares) against payment the Company the amount of the Purchase Price Advance specified in same day funds to an account designated the Advance Notice by wire transfer, on the CompanyAdvance Date, of immediately available funds. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agentaddition, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. To the extent the Company has not paid the fees, expenses, and disbursements of the Investor in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) directly out of the proceeds of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date. (a) Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Closings. Each Closing The closing of each Advance and each sale and purchase of Common Shares related to each Advance (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Common Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.04); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one two (12) Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Common Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which hereto, and transmit notification to the Investor that such share transfer has been requested. The Company shall promptly notify Investor if it has reasonable grounds to dispute the calculations set forth in all cases the Settlement Document, and the Company agrees that such calculations shall be freely tradable, registered shares in good deliverable form, covered deemed agreed upon and final upon transfer of the Common Shares. All Common Shares to be purchased by an effective Registration Statement the Investor pursuant to which an Advance Notice shall be issued electronically through DTC’s Deposit/Withdrawal At Custodian system. Promptly upon receipt of such notification (in any event, not later than three (3) Trading Days after such receipt), the Investor is permitted shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Common Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the plan of distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption from its registration requirements). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event set forth in Section 6.08(i) through (v) has occurred or if the Material Outside Event set forth in Sections 6.08(vi) or (vii) shall have occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end (the “Advance Halt”) and the final number of Common Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Stock that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document final number of Shares to be purchased by the Investor at the Closing for such Advance shall equal the sum of (i) the Adjusted Advance Shares which shall be in purchased at the form attached hereto Purchase Price, plus (ii) the aggregate number of Additional Shares elected to be purchased by the Investor on Excluded Days during such Pricing Period (as Exhibit “B”contemplated by Section 2.01(d)(ii)) which shall be purchased at the applicable MAP. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Closing Statement) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Common Shares delivered pursuant hereto shall be free of restrictive legends. To facilitate the transfer of the Common Shares by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares. (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing shall (a) Subject to the terms and conditions hereof, the closing of the purchase and sale of the Shares and Warrants to be purchased by the Purchaser and the other Purchasers will take place at the offices of Xxxxxx, Xxxxx & Bockius LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, (i) on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each ClosingMarch 2, 1999, or such other time and date as shall be mutually agreed to by the Company and the Investor Purchaser (the "First Closing") (such time and date are herein referred to as the "First Closing Date"), and (ii) on the date which is within five business days of the Company's 1999 annual meeting of stockholders (the "Stockholders' Meeting") or such other time and date as shall fulfill be mutually agreed to by the Company and the Purchaser, but in any event no later than June 30, 1999; provided that at such Stockholders' Meeting the appropriate corporate action has been taken to authorize sufficient additional shares of Common Stock to permit conversion in full of the Series D Convertible Preferred Stock into shares of Common Stock and to permit exercise in full of all Warrants issued on such date (the "Second Closing") (such time and date are herein referred to as the "Second Closing Date"). The First Closing and the Second Closing are called individually a "Closing" and collectively the "Closings"; the First Closing Date and the Second Closing Date are called individually a "Closing Date" and collectively, the "Closing Dates." The sale and purchase of Shares and Warrants by the Xxxxxxx Funds pursuant to the Stock and Warrant Purchase Agreements between each of its obligations as set forth below: the Xxxxxxx Funds and the Company shall be consummated concurrently, (a) Within one for an aggregate purchase price of $3,000,000 on the First Closing Date and (b) for an aggregate purchase price of $2,000,000 on the Second Closing Date. (b) Subject to the terms and conditions hereof, at each Closing (i) the Company will deliver to the Purchaser (x) a certificate registered in the Purchaser's name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing the number of Shares set forth opposite the Purchaser's name on Schedule 1 and (y) a Warrant Certificate registered in the Purchaser's name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing a number of Warrants equal to the number set forth opposite the Purchaser's name on Schedule 1, and (ii) Trading Day after upon the expiration of the Pricing Period applicable with respect to an Advance NoticePurchaser's receipt thereof, the Investor shall Purchaser will deliver to the Company a written document certified or official bank check (each a “Settlement Document”or wire transfer) setting forth: (i) in an amount equal to the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price aggregate purchase price (as supported by a report by Bloomberg L.P. indicating specified in Section 1(b) hereof) for the VWAP for each of the Trading Days during the Pricing Period); Shares and (iv) the number of Shares Warrants to be issued and subscribed for in connection with purchased by the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it Purchaser payable to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each order of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereinfederal or other immediately available funds.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the Advance Settlement or after each Purchase Notice Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day Promptly after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document a Purchase Notice with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered to be purchased by the Investor (as set forth in the name of the Investor as shall equal: (iPurchase Notice) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the The Depository Trust Company through its Deposit Withdrawal Agent Commission System DWAC system or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Shares (as set forth in the Purchase Price in same day funds to an account designated Notice) by offsetting the Company. In amount of the event aggregate purchase price of the Shares cannot to be delivered through the Deposit Withdrawal Agent Commission Systempaid by Investor against an equal amount outstanding under a Pre-Paid Advance (first towards accrued and unpaid interest, if any, and then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered towards outstanding principal as shown in the name of the Investor or its designees, representing the Shares applicable to such AdvancePurchase Notice). No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher nearest whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective registration statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (db) On or prior to the Advance Settlement DateIn connection with each Closing, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Stock that are the inputs to the determination of the Purchase Price as set forth further below. At the end of each Pricing Period the Company will deliver the shares sold to the Investor against payment of the Purchase Price by the Investor to the Company’s designated account by wire transfer of immediately available funds. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”[Reserved]. (b) Upon receipt of On or promptly after the Settlement Document Advance Date with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Datethereafter), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered to be purchased by the Investor (as set forth in the name of the Investor as shall equal: (iAdvance Notice) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon (and in any event within one Trading Day after) receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Advance Shares in same day cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company by email or other writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Shares delivered pursuant hereto shall be free To facilitate the transfer of the Common Stock by the Investor, the Common Stock will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Stock (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Stock pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of shares of Common Stock sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing (a) The initial purchase and sale of Series D Preferred Stock (as specified on Schedule A attached hereto) shall take place at the offices of Xxxxxxxxxx Xxxxxxx PC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each ClosingDecember 17 2009, or at such other time and place as the Company and the Investor Investors shall fulfill each of its obligations as set forth below: mutually agree, either orally or in writing (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement DocumentInitial Closing”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of At the Settlement Document with respect to each AdvanceInitial Closing, the Company shallshall deliver to each Investor a certificate representing the shares of Series D Preferred Stock that such Investor is purchasing at the Initial Closing as set forth on Schedule A against payment of the purchase price therefor by check, wire transfer, cancellation of indebtedness (including accrued interest), or such other form of payment as shall be mutually agreed upon by promptly (such Investor and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document Company. At the Initial Closing, all bridge notes shall be cancelled and returning it each Noteholder shall surrender to the Investor, confirm that it has obtained all permits and qualifications, if any, required Company for cancellation at the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance Initial Closing evidence of such Shares indebtedness and shall be legally permitted by all laws execute an instrument of cancellation in form and regulations substance reasonably acceptable to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction DateCompany. (c) On The second purchase and sale of Series D Preferred Stock (as specified on Schedule A attached hereto) shall take place on March 30, 2010 (the “Second Closing”, together with the Initial Closing, each Advance Settlement a “Closing”). The date of the Second Closing is herein referred to as the “Second Closing Date.” (d) Subject to Section 1.2(e) below, at the Second Closing, the Company willshall deliver to each Investor a certificate representing the shares of Series D Preferred Stock that such Investor is purchasing at the Second Closing as set forth on Schedule A (the “Second Closing Shares”) against payment of the purchase price therefor by check, wire transfer, cancellation of indebtedness (including accrued interest), or will cause its transfer agent to, electronically transfer such number other form of Shares registered in the name of the Investor payment as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the such Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by and the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission Systemthat payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of such indebtedness or shall cause its transfer agent, on each Advance Settlement Date, to issue execute an instrument of cancellation in form and surrender to a common carrier for overnight delivery substance reasonably acceptable to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsCompany. (de) On Notwithstanding anything herein to the contrary, any Investor may, in its sole discretion, purchase all of its Second Closing Shares at any time at or after the Initial Closing and prior to the Advance Settlement DateSecond Closing Date upon three business days’ prior notice to the Company. It is understood and agreed that the date of any such purchase shall not be deemed a “Closing” for any purpose hereunder and, each without limiting the foregoing, none of the conditions to Closing set forth in Section 4 hereof shall apply to any such purchase and sale except that upon receipt of funds representing the purchase price for the Second Closing Shares, the Company and the Investor shall deliver to the otherInvestor a certificate representing such Shares. (f) Any Investor that does not purchase its Second Closing Shares in accordance with Section 1.2(e), as applicable, all documents, instruments and writings required to be delivered by either of them or does not comply with its funding obligation at the Second Closing pursuant to this Agreement Section 1.2(c) (such funding obligation at the Second Closing being expressly subject to the conditions to the Second Closing set forth in order Section 4 hereof) shall have all its Shares automatically converted into Common Stock of the Company, and for such purpose each Investor hereby authorizes the Company to implement and effect the transactions contemplated hereinconversion of such Shares and to modify the Company’s books and records to reflect such conversion.

Closings. Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect Subject to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document , the closing of the purchase, sale and delivery of the First Closing Shares pursuant to this Agreement (the “First Closing”) shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 00xx Xxxxx, XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (or at such other places as the Parties may designate in writing), as soon as possible following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article V with respect to the First Closing (other than such conditions as may, by their terms, only be in satisfied on the form attached hereto as Exhibit “B”date of the First Closing). (b) Upon receipt Subject to the terms and conditions of this Agreement, the closing of the Settlement Document purchase, sale and delivery of the Second Closing Shares pursuant to this Agreement (the “Second Closing”) shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 00xx Xxxxx, XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (or at such other places as the Parties may designate in writing), as soon as possible following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article V with respect to each Advance, the Company shallSecond Closing (other than such conditions as may, by promptly (their terms, only be satisfied on the date of the Second Closing) and in any event not later than one within three (13) Trading Day Business Days after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer date of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction DateFirst Closing. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according Subject to the terms and conditions of this Agreement, the closing of the purchase, sale and delivery of the Third Closing Shares pursuant to this Agreement (the “Third Closing”) shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 00xx Xxxxx, XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (or at such other places as the Parties may designate in writing); divided by , as soon as possible following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article V with respect to the Third Closing (ii) the Purchase Priceother than such conditions as may, by crediting their terms, only be satisfied on the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment date of the Purchase Price Third Closing) and in same day funds to an account designated by any event within three (3) Business Days after the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsSecond Closing. (d) On or prior Subject to the Advance Settlement Dateterms and conditions of this Agreement, each the closing of the Company purchase, sale and delivery of the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them Fourth Closing Shares pursuant to this Agreement (the “Fourth Closing” and collectively with the First Closing, the Second Closing and the Third Closing, each a “Closing”) shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 00xx Xxxxx, XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (or at such other places as the Parties may designate in order writing), as soon as possible following the satisfaction or waiver of the conditions to implement the obligations of the Parties set forth in Article V with respect to the Fourth Closing (other than such conditions as may, by their terms, only be satisfied on the date of the Fourth Closing) and effect in any event within three (3) Business Days after the transactions contemplated hereindate of the Third Closing.

Closings. Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Dateapplicable Closing Date (as defined below), each the Purchaser shall deliver or cause to be delivered to the Company and the Placement Agent the following deliverables in accordance with the subscription procedures described in Section 2(b) below: (i) a completed and dxxx executed signature page of this Agreement; (ii) the completed Purchaser Information included as Exhibit A, attached hereto; (iii) if the Purchaser is an individual, a spousal consent in the form of Exhibit B, attached hereto (the “Spousal Consent”; and (iv) Purchaser’s Cask Investment Deed Certificate (as defined herein) delivery instructions. (b) The Purchaser shall deliver or cause to be delivered, preferably by e-mail, the deliverables described above to the Company and the Placement Agent at the following addresses: Immediately following receipt of the deliverables described above from the Purchaser and acceptance by the Company in accordance with subsection (c) below, the Purchaser shall be obligated to deliver funds no later than three (3) business days thereafter. If the Subscription Amount is to be paid by check, the check must sent via overnight courier to the Placement Agent at the address above, payable to the Placement Agent c/o Spirits Global, Inc., in time to be received by the deadline described above. If the Subscription Amount is to be paid by wire transfer, it must be wired to the following Placement Agent account c/o Spirits Global, Inc. in time to be received by the deadline described above: Name of Account: Tellson Securities, Inc. Bank: Bank of Southern California Account #: 4000000000 ABA: 100000000 (c) This Agreement sets forth various representations, warranties, covenants, and agreements of the Company and of the Investor Purchaser, as the case may be, all of which shall be deemed made, and shall be effective without further action by the Company or the Purchaser, immediately upon the Company’s acceptance of the Purchaser’s subscription and shall thereupon be binding upon the Company and the Purchaser. Acceptance shall be evidenced only by execution of this Agreement by the Company on its signature page attached hereto. Upon the Company’s acceptance of the Purchaser’s subscription and Placement Agent’s receipt of the Subscription Amount, on the applicable Closing Date, the Placement Agent shall deliver to the otherPurchaser a duly executed copy of the Agreement. (d) The purchase and sale of the Securities shall take place on the date hereof simultaneously with the execution and delivery of this Agreement by all parties hereto (the “Closing Date”) in the amount of at least $900,000 (provided that, in its sole discretion and without notice to Purchasers, the Company may accept subscriptions for lesser amounts). The aggregate amount of purchases and sales of Securities in the Offering shall not exceed $18,000,000. (e) Upon Placement Agent’s receipt of the Subscription Amount from Purchaser on the Closing Date, the Company shall deliver to Purchaser the Cask Investment Deed Certificates (as defined herein) represented by the Purchased Units (the “Purchased Cask Investment Deeds”) in accordance with Section 2(a)(iv) above. Title and risk of loss of the Purchased Cask Investment Deeds pass to Purchaser upon delivery of the Purchased Cask Investment Deeds to Purchaser. Placement Agent shall immediately release and send the Subscription Amounts to the Company, less the Placement Agent Fee (as defined below), by wire transfer in accordance with the Company’s wire transfer instructions set forth below, upon Issuer’s issuances of the Cask Investment Deed Certificates to the Purchasers, which may be evidenced by copy of courier packing slip or receipt. Name of Account: Spirits Global, Inc. Bank: Signature Bank Account #: 1504033437 ABA: 0266013576 (f) The issuance of the above Securities will be exempt from the registration requirements of the Securities Act of 1933, as applicableamended (the “Act”), all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order an exemption provided by Section 4(2) thereunder and/or Regulation D as promulgated under the Act. (g) The Placement Agent has been engaged for the Offering on a “commercially reasonable basis” basis with respect to implement and effect the transactions contemplated hereinOffering. The Placement Agent shall receive seven percent (7%) of the gross proceeds of the Offering (the “Placement Agent Fee”), for a maximum amount of sales commissions of $1,260,000 based on the sale of 20 Units.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time an Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Xxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies the Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the The Company agrees to issue and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver sell to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation)Purchasers and, in each case taking into account consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement. , the Purchasers agree, severally and not jointly, to purchase the Shares. (a) The Settlement Document initial closing of the purchase and sale of the Shares (the “Initial Closing”) shall be in take place at the form attached hereto offices of Xxxxxx LLP located at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, at 12:01 am on the date hereof, or such other date as Exhibit “B”the Company and the Purchasers purchasing shares the Initial Closing may mutually agree. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in At any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it time prior to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer earlier to occur of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of 180th day following the Advance specified in Initial Closing (or such Advance Notice and confirmed in the Settlement Document signed by later date as the Company (as and the Principal Purchasers may be reduced according to the terms of this Agreement); divided by mutually agree) and (ii) the Purchase Pricebusiness day prior to the date of the filing of the Initial Registration Statement, by crediting the Investor’s account or its designee’s account Company may sell any Shares not sold at prior Closing(s) to existing stockholders of the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by and to such other means of delivery persons as may be mutually agreed upon agreeable to the Company and Nokomis Capital, L.L.C. (the “Additional Purchasers”). All such sales made at any additional closings (each an “Additional Closing”), shall be made on the terms and conditions set forth in this Agreement. The Schedule of Purchasers may be amended by the parties hereto (which in all cases Company without the consent of the Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature page hereto. Any shares of Common Stock sold pursuant to this Section 2.2(b) shall be freely tradabledeemed to be “Shares” for all purposes under this Agreement, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares any Additional Purchasers thereof shall be issueddeemed to be “Purchasers” for all purposes under this Agreement and, and any fractional amounts as used herein, the term “Closing” shall be rounded refer to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company Initial Closing and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereineach Additional Closing.

Closings. Each Closing shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) 1 Trading Day after the expiration of the Pricing Period applicable with respect to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) forth the Ownership Limitation, the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 aboveSections 2.02(c) and 2.02(d); (ii) ), the Purchase Price; , the number of shares of Common Stock to be issued and subscribed for (iii) which in no event will be greater than the Market Price (as supported by Ownership Limitation), and a report by Bloomberg L.P. Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly shall (i) immediately (and in any event not later than one (1) 1 Trading Day after receipt) signing review and either approve such Settlement Document so that it is deemed final, or provide any corrections to the Settlement Document and returning return it to the Investor, Investor and (ii) along with the return of each Settlement Document confirm that it has obtained all material permits and qualifications, if any, qualifications required for the issuance and transfer of the Shares shares of Common Stock applicable to such Advance, or shall have the availability of exemptions therefrom, therefrom and that the sale and issuance of such Shares shares of Common Stock shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On Upon receipt of any revised Settlement Document pursuant to above, the Investor shall immediately (and in any event not later than 1 Trading Day after receipt) review and either approve such Settlement Document so that it is deemed final, or if the Investor disputes any changes that the Company has made to such revised Settlement Document, then the Investor and the Company agree to work together to resolve any such disputes by the close of business on the next Trading Day. (d) Promptly after the Settlement Document with respect to each Advance Settlement is deemed final (and, in any event, not later than six Trading Days after the Advance Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares shares of Common Stock registered in the name of the Investor as shall equal: equal (ix) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); , divided by (iiy) the Purchase Price, Price by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any The certificates evidencing Shares such shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (de) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each 3.1 Subject to the satisfaction or waiver of the conditions set forth in Section 7, the initial closing (the “Initial Closing”) of the purchase and sale of the Securities pursuant to this Agreement shall occur simultaneously with the execution and delivery of this Agreement, remotely by electronic exchange of Initial Closing documentation for all Investors other than those noted on the Schedule of Investors as participating in the Second Closing (as defined below). The date on which the Initial Closing occurs is referred to as the “Initial Closing Date.” The second closing (the “Second Closing”) of the purchase and sale of the Securities pursuant to this Agreement shall occur no later than two (2) Trading Days following the effectiveness of the registration statement covering the resale of the Securities contemplated by the Registration Rights Agreement (the “Effectiveness Condition”) for the Investors noted on the Schedule of Investors as participating in the Second Closing. The date on which the Second Closing occurs is referred to as the “Second Closing Date.” 3.2 On the Initial Closing Date, each Investor shall deliver or cause to be delivered to the Company (a) the Subscription Amount via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company at least one Business Day in advance of the Initial Closing Date (provided that, if requested by an Investor, such Subscription Amount will be delivered following receipt by such Investor of evidence of the issuance of the Securities to be purchased by such Investor from the Transfer Agent and, provided further, that those Investors participating in the Second Closing shall take place on not be required to deliver funds until the Advance Settlement Date in accordance with time provided by Section 3.4,) and (b) a duly executed copy of the procedures set forth below. In connection with each Registration Rights Agreement. 3.3 At or before the Initial Closing, the Company and shall deliver or cause to be delivered to each Investor participating in the Investor shall fulfill each of its obligations as set forth belowInitial Closing: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions shares of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificatesCommon Stock, registered in the name of the Investor (or its designeesnominee in accordance with its delivery instructions), representing set forth opposite the Shares applicable name of such Investor under the heading “Number of Securities to be Purchased” in the Schedule of Investors, with such Advance. No fractional shares shall of Common Stock to be issued, and any fractional amounts shall be rounded issued in book-entry form; (b) a copy of the irrevocable instructions to the next higher whole Transfer Agent instructing the Transfer Agent to deliver, at the Initial Closing, the number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required Securities to be delivered purchased by either of them such Investor pursuant to this Agreement in order accordance with Section 2, registered in the name of such Investor, in book-entry form; (c) if requested by an Investor, evidence of the issuance of the Securities to implement be purchased by such Investor pursuant to this Agreement from the Transfer Agent; (d) a certificate of the Chief Executive Officer of the Company, dated as of the Initial Closing Date, certifying that the conditions specified in Sections 7.1(a), 7.1(b), 7.1(c), 7.1(f) and effect 7.1(g) have been fulfilled; (e) a certificate of the Secretary of the Company, dated as of the Initial Closing Date, certifying (i) the Company’s Certificate of Incorporation; (ii) the Company’s Bylaws; (iii) resolutions of the Board of Directors (or an authorized committee thereof) approving the Transaction Documents and the transactions contemplated hereinthereby; (f) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State of Delaware, as of a date within five business days of the Initial Closing Date; (g) a legal opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, in a form reasonably acceptable to the Investors, dated as of the Initial Closing Date, executed by such counsel and delivered to the Investors; and (h) the Registration Rights Agreement, executed by a duly authorized officer of the Company. 3.4 Not more than twenty-four (24) hours upon receiving notification from the Company of the occurrence of the Effectiveness Condition, each Investor participating in the Second Closing shall deliver or cause to be delivered to the Company the Subscription Amount via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company prior to the Second Closing Date. For the avoidance of doubt, no other condition to the funding of the Subscription Amount by any Investor participating in the Second Closing shall be required to be satisfied other than satisfaction of the Effectiveness Condition. In the event the Second Closing has not occurred by the six (6) month anniversary hereof, the obligations of the Investors participating in the Second Closing shall be null and void and the Second Closing shall not occur after such date. 3.5 At or before the Second Closing, the Company shall deliver or cause to be delivered to each Investor participating in the Second Closing: (a) a number of shares of Common Stock, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), in the amount set forth opposite the name of such Investor under the heading “Number of Securities to be Purchased” in the Schedule of Investors, with such shares of Common Stock to be issued in book-entry form; and (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, at the Second Closing, the number of Securities to be purchased by such Investor pursuant to this Agreement in accordance with Section 2, registered in the name of such Investor, in book-entry form.

Closings. Each On each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closingfor a Put, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of Company shall deliver into escrow one or more certificates, at the Advance (taking into account any adjustments Investor's option, representing the Put Shares to be purchased by the Investor pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificatesherein, registered in the name of the Investor or its designees, representing and (ii) the Shares applicable to such Advance. No fractional shares Investor shall be issued, and any fractional amounts shall be rounded deliver into escrow the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to the next higher whole number of Sharesaccount provided for in the Escrow Agreement. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On In addition, on or prior to the Advance Settlement such Closing Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of the Investment Amount to the Company and delivery of such certificate(s) to the Investor shall occur out of escrow in accordance with the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses and disbursements of the Investor's counsel in accordance with Section 12.1, the amount of such fees, expenses and disbursements shall be paid in immediately available funds, at the direction of the Investor, to Investor's counsel with no reduction in the number of Put Shares issuable to the Investor on such Closing Date; provided, further, that so long as the Investor shall maintain professional liability, errors and omissions liability and/or directors' and officers' liability insurance for its activities related to the Put Shares, the Warrant Shares or the Blackout Shares, three percent (3%) of such Investment Amount shall be either (i) retained by the Investor in respect of such insurance or (ii) paid in immediately available funds, at the direction of the Investor in respect of such insurance, in either case, with no reduction in the number of Put Shares issuable to the Investor on such Closing Date. Notwithstanding anything to the contrary in this Section 2.3, if the Purchase Price calculated for a Valuation Period with respect to any Put is less than sixty-five percent (65%) of the Bid Price on the Put Date with respect to such Put, then either party may, upon delivery by facsimile transmission of written notice to the other party within one (1) Trading Day after such Valuation Period, cancel the Closing in respect of such Put and all of the rights and obligations of the parties with respect to such Put shall terminate effective immediately prior to such Put Date.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The Company acknowledge that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect On or prior to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) , setting forth: (i) forth the amount number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) either (i) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agenthas been requested, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered or (ii) in the name case of the an Investor or its designeesNotice, representing the Shares applicable to such Advanceas an offset of amounts owed under a Promissory Note as described in Section 3.02(c). No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on the each applicable Advance Settlement Date in accordance with the procedures set forth below. The Company acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect On or prior to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by Document along with a report by Bloomberg Bloomberg, L.P. (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties) indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) Period or period for determining the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation)Conversion Price, in each case taking into account in accordance with the terms and conditions of this Agreement. The In connection with an Investor Notice, the Investor Notice shall serve as the Settlement Document shall be in the form attached hereto as Exhibit “B”Document. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) either (i) in the case of an Advance Notice submitted other than after the occurrence of an Amortization Event, in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agenthas been requested, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered or (ii) in the name case of an Investor Notice or an Advance Notice submitted after the Investor or its designeesoccurrence of an Amortization Event, representing as an offset of amounts owed under the Shares applicable to such AdvancePromissory Note as described in Section 3.01(b)(iii). No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance with respect to each Pricing Period shall take place on the each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth belowfollowing procedures: (a) Within one (1) By 10:30 am on the Trading Day after the expiration of the immediately following each Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above2.01(c); (ii) , Section 2.01(d), or Section 2.01(e)), the Net Advance Amount, the Purchase Price; , the number of shares of Common Stock to be issued and subscribed for (iii) which in no event will be greater than the Market Price (as supported by Ownership Limitation)), and a report by Bloomberg L.P. Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”B and shall be delivered in accordance with the instructions set forth on the top of Exhibit B or such other instructions that the Company may provide to the Investor. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, Date the Company will, or will cause its transfer agent to, electronically transfer such number of Shares shares of Common Stock registered in the name of the Investor as shall equal: equal the sum of (ia) the result obtained by dividing (x) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided , by (iiy) the Purchase PricePrice and (b) that number of additional shares of Common Stock purchased on Excluded Days pursuant to Section 2.01(e), by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price Net Advance Amount in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Shares shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (dc) On or prior to the each Advance Settlement Date, each upon receipt of the Company and Shares related to such Advance, the Investor shall deliver will pay the Commission (on behalf of the Company) to the other, as applicable, all documents, instruments and writings required Placement Agent in same day funds to be delivered an account designated by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereinPlacement Agent.

Closings. Each (a) The initial closing of the Transactions in respect of the Contract Assignments and each Initial Closing Property (as defined below) (the “Initial Closing”) shall take place at the offices of Goulston & Storrs, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other mutually agreed upon location, on the Advance Settlement Date in accordance with date hereof (the procedures set forth below“Initial Closing Date”). In connection with each ClosingEach Contributed Property, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Noticeif any, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be included in the form attached hereto contribution transactions consummated at the Initial Closing is referred to herein as Exhibit an “BInitial Closing Property”. (b) Upon receipt of the Settlement Document with With respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualificationsContributed Property, if any, required for the issuance and transfer that is not an Initial Closing Property, an additional closing of the Shares applicable Transactions in respect of such Contributed Property (each a “Subsequent Closing” or a “Closing” with respect to such AdvanceContributed Property and, including the Initial Closing, each a “Closing”) shall take place at the offices of Goulston & Storrs, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by location, on the parties hereto date that is on or before the date that is three (which 3) Business Days after the satisfaction (or waiver if permitted) of the conditions set forth in all cases shall be freely tradableArticle X of this Agreement with respect to such Subsequent Closing. The date of each Subsequent Closing is referred to herein as a “Subsequent Closing Date” and, registered shares in good deliverable formincluding the Initial Closing Date, covered by an effective Registration Statement a “Closing Date.” This Agreement refers to each Closing pursuant to which the Investor contribution of any Contributed Property is permitted to resell such Shares) against payment of consummated hereby as the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable Closing with respect to such Advance. No fractional shares shall be issuedContributed Property, and any fractional amounts shall be rounded the closing date with respect thereto as the Closing Date with respect to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendssuch Contributed Property. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document in the form attached hereto as Exhibit B (each a “Settlement Document”) setting forth: (i) forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Purchase Price; (iii) , the Market Price (as supported number of shares of Common Stock to be purchased by the Investor, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) two Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name shares of Common Stock to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases the resale of such shares of Common Stock shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and may be freely transferred by the Investor), and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company of the Purchase Price aggregate amount of the Advance (as set forth in same day the Closing Statement) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancewriting. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Shares Common Stock delivered pursuant hereto shall be free of restrictive legends. To facilitate the transfer of the Common Stock by the Investor, the Common Stock will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Stock. (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the each applicable Advance Settlement Date in accordance with the procedures set forth below. The Company acknowledges that the Purchase Price is not known at the time an Advance Notice is delivered but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect On or prior to an each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit C (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above); (ii) the terms hereof, the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate Purchase Price of the Purchase Price Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period. (e) With respect to each Closing, ten percent (10%) of the aggregate Purchase Price will be withheld by the Investor and used to repurchase shares of the Company’s Series A Preferred Stock held by the Investor at the stated value for such stock.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on the each applicable Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect On or prior to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by Document along with a report by Bloomberg Bloomberg, L.P. (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties) indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) Period or period for determining the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation)Conversion Price, in each case taking into account in accordance with the terms and conditions of this Agreement. The In connection with an Investor Notice, the Investor Notice shall serve as the Settlement Document shall be in the form attached hereto as Exhibit “B”Document. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification (and, in any event, not later than one Trading Day after such receipt), the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) either (i) in the case of an Advance Notice submitted other than after the occurrence of an Amortization Event, in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agenthas been requested, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered or (ii) in the name case of an Investor Notice or an Advance Notice submitted after the Investor or its designeesoccurrence of an Amortization Event, representing as an offset of amounts owed under the Shares applicable to such AdvancePromissory Note as described in Section 3.01(b)(iii). No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The sales of the Securities to be purchased by the Purchasers shall take place on at the Advance Settlement Date offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m., New York City time, in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations four closings as set forth belowfollows: (a) Within one the Warrants shall be issued to the Purchasers on the date of this Agreement in consideration of the execution of this Agreement by the Purchasers; (1b) Trading $400,000 in principal amount of the Notes, subject to the satisfaction of the conditions set forth in Section 5, shall be purchased by the Purchasers, with each Purchaser purchasing its pro rata portion of such Notes, at a closing (the “First Draw Down”) on March 2, 2009 or on such other Business Day thereafter as may be agreed upon by the Company and LC; (c) $400,000 in principal amount of the Notes, subject to the satisfaction of the conditions set forth in Section 5, shall be purchased by the Purchasers, with each Purchaser purchasing its pro rata portion of such Notes, at a closing (the “Second Draw Down”) at a time as may be agreed upon by the Company and LC which shall be no earlier than 90 days after the expiration First Draw Down; and (d) $400,000 in principal amount of the Pricing Period applicable Notes, subject to the satisfaction of the conditions set forth in Section 5, shall be purchased by the Purchasers, with respect to an Advance Noticeeach Purchaser purchasing its pro rata portion of such Notes, at a closing (the “Final Draw Down,” and, together with the First Draw Down and the Second Draw Down, each a “Draw Down”) at a time as may be agreed upon by the Company and LC which shall be no earlier than 90 days after the Second Draw Down. At each Draw Down, the Investor Company will deliver to each Purchaser the principal amount of Notes being purchased by such Purchaser at such Draw Down, registered in such names as such Purchaser shall deliver instruct the Company dated the date of the applicable Draw Down against delivery by such Purchaser to the Company a written document (each a “Settlement Document”) setting forth: (i) of immediately available funds in the amount of the Advance (taking into account principal amount thereof. If at any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by Draw Down the Company shall also be deemed a representation by fail to tender such Securities to the Company that all Purchasers as provided above in this Section 3, or any of the conditions to an Advance under Article VII specified in Section 5 shall not have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Dateto LC’s satisfaction, the Company will, or will cause its transfer agent to, electronically transfer such number Purchasers shall be relieved of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of all further obligations under this Agreement); divided , without thereby waiving any other rights they may have by (ii) the Purchase Price, by crediting the Investor’s account reason of such failure to deliver Notes or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means failure of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendscondition precedent. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each On the terms and subject to the conditions set forth in this Agreement, the closing (the “First Closing”) of the applicable First Closing Date Transactions, in the order described herein, shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (Eastern Time) on the Advance Settlement Date Plan Effective Date, which shall be (a) the second (2nd) Business Day (as defined below) (or, if such Business Day is not immediately followed by another Business Day, the next subsequent Business Day that is immediately followed by another Business Day) following the day on which the last of the conditions to the obligations of the parties with respect to the First Closing set forth in Article VII is satisfied or waived in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: this Agreement (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments other than those conditions that by their nature or pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement)Agreement are to be satisfied at the First Closing, but subject to the satisfaction or waiver of such conditions at the First Closing) or (b) such other date and time as mutually agreed in writing between the Company, EFIH and Parent; divided provided, that (unless (i) Parent has received the proceeds of the Interim Financing and the Permanent Financing Arrangements as contemplated by the Debt Commitment Letter prior to the commencement of any Marketing Period (as defined below) and (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery proceeds shall remain in escrow as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price First Closing, in same day funds which case this proviso shall not apply), if the Marketing Period has not ended at such time, the First Closing shall not occur until the earlier to an account designated occur of (x) a date during the Marketing Period specified by the Company. In the event the Shares canParent on not be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, less than three (3) Business Days’ written notice to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and (y) the Investor shall deliver first Business Day following the final day of the Marketing Period, subject in each case to the othersatisfaction or waiver of all the conditions set forth in Article VII, as applicableof the date determined pursuant to this proviso. On the terms and subject to the conditions set forth in this Agreement, the closing (the “Second Closing”) of the EFIH OV2 Issuance, OV2 Contribution, and the repayment of the Interim Financing in full (the “Second Closing Date Transactions” and, together with the First Closing Date Transactions, the “Parent Subject Transactions”) shall take place at the offices of Xxxxx Xxxxx L.L.P., 0000 Xxxx Xxxxxx, Dallas, Texas 75201, at 10:00 a.m. (Eastern Time) on the Business Day immediately following the First Closing Date. The date on which the First Closing actually occurs is referred to herein as the “First Closing Date”, and the date on which the Second Closing actually occurs is referred to herein as the “Second Closing Date”. For purposes of this Agreement, (A) the term “EFH Subject Transactions” means the Reorganized TCEH Contributions, the Reorganized TCEH Spin-Off and the First Closing Date Transactions (other than the Equity Draw-Down, the Minority Interest Contribution and the EFIH Parent Issuance); (B) the term “Transactions” means the Reorganized TCEH Contributions, the Reorganized TCEH Spin-Off and the Parent Subject Transactions; (C) the term “Business Day” shall mean any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized to close in New York, New York and (D) the term “Person” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as defined below) or other entity of any kind or nature. At the First Closing and the Second Closing (each, a “Closing”), Parent and OV2, on the one hand, and Reorganized EFIH and the Reorganized Company, on the other hand, shall execute and deliver all documentscertificates, instruments instruments, and writings documents required to be executed and/or delivered by either such Person and/or any of them pursuant to its Affiliates under this Agreement in order for the conditions to implement the other parties’ obligations to consummate each such Closing to be satisfied. The Parties acknowledge and effect agree that none of the transactions contemplated hereinFirst Closing Date Transactions are conditional upon the consummation of any of the Second Closing Date Transactions.

Closings. Each At each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closingpursuant to Section 1.02(c), the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor Issuer shall deliver to Grantee a certificate or certificates evidencing the Company a written document applicable number of Option Shares (in the denominations specified in the Stock Exercise Notice), and Grantee shall purchase each a “Settlement Document”) setting forth: (i) such Option Share from Issuer at the amount of the Advance (taking into account any adjustments Purchase Price. At each Closing pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation1.02(d), Issuer shall deliver to Grantee cash in each case taking into account the terms and conditions of an amount determined pursuant to Section 1.02(d). All payments made pursuant to this Agreement. The Settlement Document Agreement shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, made by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and wire transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day immediately available funds to an account designated in writing by Grantee to Issuer. Upon delivery by Grantee to Issuer of the CompanyStock Exercise Notice and the tender of the applicable cash as described above in this Section 1.04, Grantee shall be deemed to be the holder of record of the shares of Issuer Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of Issuer shall then be closed or that certificates representing such shares of Issuer Common Stock shall not then be actually delivered to Grantee or that Issuer shall have failed to designate the bank account described above in this Section 1.04. Certificates evidencing Option Shares delivered hereunder may, at Issuer's election, contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR AN EXEMPTION THEREFROM. THE SHARES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF JANUARY 29, 0000 XXXXXXX XXXXX, INC. AND AGILE SOFTWARE CORPORATION, A COPY OF WHICH MAY BE OBTAINED FROM ISSUER UPON REQUEST. In addition, the certificates shall bear any other legend as may be required by applicable law. Issuer shall, upon the written request of the holder thereof, issue such holder a new certificate evidencing such Option Shares without such legend in the event (i) such Option Shares have been registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), (ii) such Option Shares cannot have been sold in reliance on and in accordance with Rule 144 under the Securities Act or (iii) such holder shall have delivered to Issuer an opinion of counsel, which opinion shall, in Issuer's reasonable judgment, be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Datesatisfactory in form and substance to Issuer, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in effect that subsequent transfers of such Option Shares may be effected without registration under the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsSecurities Act. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares related to each Advance (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Notice Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day Promptly after the expiration receipt of the Pricing Period applicable with respect to an Advance NoticeNotice (and, in any event, not later than two Trading Days after such receipt), the Investor shall deliver pay to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount aggregate purchase price of the Advance (taking into account any adjustments pursuant Shares as set forth in the Advance Notice, subject to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation2.01(b), in each case taking into cash in immediately available funds to an account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document designated by the Company shall also be deemed a representation by in writing and transmit notification to the Company that all conditions to an Advance under Article VII have such funds transfer has been fully satisfied in all material respects as requested. Promptly upon receipt of each Condition Satisfaction Date. (c) On each Advance Settlement Datesuch notification, the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor as shall equal: (i) the amount of set forth in the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according Notice, subject to the terms of this AgreementSection 2.01(b); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted to resell that such Sharesshare transfer has been requested. (b) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Advance Shares delivered pursuant hereto shall be free by the Investor, the Advance Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Advance Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Advance Shares in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Dateany such Closing, each of the Company and the Investor shall deliver to the other, as applicable, each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase an aggregate of $4,000,000 of Shares on the Initial Closing Date (as defined below) and an aggregate of up to $3,000,000 of Shares on one or more Subsequent Closing Dates (as defined below); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at the Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. The initial closing (the “Initial Closing”) of the purchase and sale of the Shares (or Pre-Funded Warrant) shall take place on within two Business Days of the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, date hereof at such time that is mutually agreed upon by the Company and the Investor shall fulfill Purchasers (the “Initial Closing Date”). Subsequent closings (each, a “Subsequent Closing” and, together with the Initial Closing, the “Closing”) of the purchase and sale of the Shares (or Pre-Funded Warrant) may take place at the sole option of the Purchasers no later than one hundred and eighty (180) days following the date hereof at such time that is mutually agreed upon by the Company and the Purchasers (each, a “Subsequent Closing Date” and, together with the Initial Closing Date, the “Closing Date”), provided that the aggregate purchase price funded by the Purchasers at each of its obligations Subsequent Closing is equal to at least $1,000,000. Each Purchaser’s Subscription Amount as set forth below: on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (a“DVP”) Within one (1) Trading Day after settlement with the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor Company or its designee. The Company shall deliver to the Company a written document each Purchaser its respective Shares (each a “Settlement Document”or Pre-Funded Warrants) setting forth: (i) the amount of the Advance (taking into account any adjustments as determined pursuant to Section 2.1 above2.2(a); (ii) , and the Purchase Price; (iii) Company and each Purchaser shall deliver the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for other items set forth in connection with Section 2.2 deliverable at the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”Closing. (b) Upon receipt satisfaction of the Settlement Document with respect to each Advancecovenants and conditions set forth in Sections 2.2 and 2.3, the Company shallClosing shall occur at the offices of Loeb or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer settlement of the Shares applicable to such Advanceshall occur via DVP (i.e., or shall have on the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Closing Date, the Company will, or will cause its transfer agent to, electronically transfer such number of shall issue the Shares registered in the name Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Investor Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed defined in the Settlement Document signed by Pre-Funded Warrants) delivered on or prior to 4:00 p.m. (New York City time) on the Company (as Trading Day prior to the Closing Date, which may be reduced according to delivered at any time after the terms time of execution of this Agreement); divided , the Company agrees to deliver the applicable Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (iiNew York City time) on the Purchase PriceClosing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by crediting a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Investor’s account or its designee’s account Exchange Act) in excess of 9.99% of the then issued and outstanding Common Stock outstanding at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by Closing (the “Beneficial Ownership Maximum”), and such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement DatePurchaser’s Subscription Amount, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in extent it would otherwise exceed the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or Beneficial Ownership Maximum immediately prior to the Advance Settlement DateClosing, each shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Company and Shares would otherwise be deemed to exceed the Investor Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall deliver to the other, automatically be reduced as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement necessary in order to implement and effect the transactions contemplated hereincomply with this paragraph.

Closings. (a) The sale and purchase of the Shares may occur in one or more closings (each a “Closing” and collectively, the “Closings”). Each Closing shall take be held at the offices of Xxxxxxxx LLP at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 at 10:00 a.m., local time, or at such other time and place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, upon which the Company and the Investor Purchasers purchasing the Shares at such Closing shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”agree. (b) Upon receipt Subject to the satisfaction (or waiver) of the Settlement Document with respect conditions set forth in Section 2.5 below, the initial closing of the sale and purchase of the Shares under this Agreement (the “Initial Closing”) shall take place as soon as practicable after the Company has accepted commitments for the purchase of the Shares having an aggregate Subscription Amount of not less than One Hundred Thousand Dollars ($100,000.00). (c) At any time after the Initial Closing, to each Advancethe extent that (A) Purchasers participating in the Initial Closing, and/or (B) additional Purchasers reasonably acceptable to the Company (“Additional Purchasers”), agree by execution of a counterpart of this Agreement to purchase Twenty-Five Thousand Dollars ($25,000) or any greater amount in value (unless such minimum amount is waived by the Company) of the Shares at the Price Per Share, the Company shall, by promptly within ten (and in any event not later than one (110) Trading Day after receipt) signing the Settlement Document and returning it days thereafter, hold additional Closings with respect to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance purchase of such Securities (each a “Subsequent Closing”); provided, however, each Additional Purchaser shall agree by execution of a counterpart signature page to this Agreement to purchase additional Shares shall be legally permitted by all laws under the terms and regulations to which the Company is subject. Execution of the Settlement Document by conditions set forth in this Agreement, the Company shall also prepare and attach an amended Exhibit A reflecting such Additional Purchaser, which amended Exhibit A shall become the Exhibit A for all purposes of this Agreement, and thereafter such Additional Purchaser shall be deemed a representation Purchaser for all purposes under this Agreement and shall be bound by all of the obligations as a Purchaser hereunder; provided further, however, that the aggregate Subscription Amount of all of the Purchasers, including the Additional Purchasers, shall not exceed the Total Amount. No action or consent by the Company that all conditions other Purchasers shall be required for such joinder to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer this Agreement by such number of Shares registered in the name Additional Purchasers. The terms of the Investor as transactions consummated at each Subsequent Closing shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according identical to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account consummated at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means Initial Closing, excepting only the date of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment issuance of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsSecurities. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on the or after each applicable Advance Settlement Date in accordance with the procedures set forth below. The Company acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect On or prior to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by Document along with a report by Bloomberg L.P. (or, if not reported on Bloomberg L.P., another reporting service reasonably agreed to by the parties) indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed Period or period for in connection with determining the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation)Conversion Price, in each case taking into account in accordance with the terms and conditions of this Agreement. The In connection with an Investor Notice, the Investor Notice shall serve as the Settlement Document shall be in the form attached hereto as Exhibit “B”Document. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) either (i) in the case of an Advance Notice submitted other than after the occurrence of an Amortization Event, in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agenthas been requested, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered or (ii) in the name case of an Investor Notice or an Advance Notice submitted after the Investor occurrence of an Amortization Event, or its designeesif there are any amounts due under the Promissory Note when an Advance Notice was submitted, representing as an offset of amounts owed under the Shares applicable to such AdvancePromissory Note as described Section 3.01(b). No fractional shares shall be issued, and any fractional amounts shares that would otherwise be issued in connection with an Advance shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Ordinary Shares delivered pursuant hereto shall be free by the Investor, the Ordinary Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Ordinary Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Ordinary Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the applicable Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Ordinary Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. (a) Each Closing (other than the Final Closing), shall take place at 9:00 a.m., New York time, on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day date five Business Days after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver Purchaser has provided written notice to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount that all of the Advance conditions relating to such Closing set forth in Article VII hereof shall have been satisfied or duly waived or at such other time and date as the parties hereto shall agree in writing (taking into account any adjustments pursuant to Section 2.1 abovethe "Closing Date"); (ii) , at the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each offices of White & Case LLP, 1155 Avenue of the Trading Days during Americas, New York, New York or at such other place as the Pricing Period); and (iv) the number of Shares to be issued and subscribed for parties hereto shall agree in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”writing. (b) Upon receipt The Final Closing, shall take place at 9:00 a.m., New York time on the Final Closing Date or at such other time and date as the parties hereto shall agree in writing, at the offices of White & Case LLP, 1155 Avenue of the Settlement Document with respect to each AdvanceAmericas, New York, New York or at such other place as the Company shall, by promptly (and parties hereto shall agree in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Datewriting. (c) On each Advance Settlement Closing Date (i) the Purchaser shall deposit into a bank account designated by the Company not later than one Business Day prior to such Closing Date, by wire transfer of immediately available funds, an amount equal to the aggregate purchase price of the Securities being purchased by the Purchaser from the Company willpursuant to Section 2.2(a), or will cause its transfer agent toand (ii) the Company shall deliver to the Purchaser, electronically transfer such number against payment of the purchase price therefor, certificates representing the Shares and Warrants, being purchased by the Purchaser pursuant to Section 2.2(a). The Shares and Warrants shall be in definitive form and registered in the name of the Investor as shall equal: (i) the amount of the Advance specified Purchaser or its nominee or designee and in such Advance Notice and confirmed in denominations (including fractional shares) as the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases Purchaser shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares canrequest not be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or later than one Business Day prior to the Advance Settlement Closing Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase Price as set forth further below (provided that the Purchase Price must always be such that sales of Advance Shares cannot result in aggregate Purchase Price of the Advance Shares being less than the aggregate nominal value of those Advance Shares). In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Xxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing ), the Settlement Document and returning it Investor shall pay to the Investor, confirm that it has obtained all permits and qualifications, if any, required for Company the issuance and transfer aggregate purchase price of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of (as set forth in the Settlement Document Document) in cash in immediately available funds to an account designated by the Company shall also be deemed a representation in writing and transmit notification to the Company that such funds transfer has been requested. Promptly upon receipt of the aggregate purchase price of the Shares (as set forth in the Settlement Document) and receipt by the Company that all conditions of a statement from an EU licensed bank (or a branch thereof) confirming the EUR equivalent of the aggregate Purchase Price (in USD) of the Advance Shares, is at least equal to an the aggregate nominal value in EUR of the Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement DateShares, the Company will, or will cause its transfer agent, in accordance with an instruction notice on behalf of the Company to its transfer agent torelating to the issuance and delivery of the Advance Shares, to electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted to resell that such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its share transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing The Company will arrange, at its own costs, for any third-party (bank- or auditor) declaration, filings and registrations prescribed by Applicable Laws. To facilitate the transfer of the Ordinary Shares delivered pursuant hereto shall be free by the Investor, the Ordinary Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Ordinary Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Ordinary Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) On or prior to the first Closing, the Investor shall deliver to the Company a duly executed IRS Form W-8BEN-E, IRS Form W-8IMY (with all relevant attachments), or other applicable IRS Form W-8 or W-9, and any other similar tax documentation or information reasonably requested by the Company. Investor shall update any such form or certification (or any applicable successor form) or information promptly upon the obsolescence or invalidity of any form previously delivered by such Investor or at the reasonable request of the Company. (e) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Ordinary Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing shall take place on the On each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, (i) the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer Investor such number of Shares shares of the Common Stock registered in the name of the Investor as shall equal: equal (ix) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according pursuant to the terms of this Agreement); Section 2.1 herein, divided by (iiy) the Purchase PricePrice and (ii) upon receipt of such shares, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted shall deliver to resell such Shares) against payment the Company the amount of the Purchase Price Advance specified in same day funds to an account designated the Advance Notice by the Companywire transfer of immediately available funds. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agentaddition, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. To the extent the Company has not paid the fees, expenses, and disbursements of the Investor in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) directly out of the proceeds of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date. (a) Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Closings. Each Closing shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) 1 Trading Day after the expiration of the Pricing Period applicable with respect to an each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: forth (i) the amount number of Shares to be purchased by the Investor pursuant to the Advance (taking into account any adjustments pursuant to Section 2.1 above2.01(d) or Section 2.01(e); ), (ii) the Purchase Price; Price for the Advance, (iii) the Market Price for such Advance (as supported by a report by Bloomberg L.P. Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period); ) and (iv) the amount payable to the Company (which shall equal the number of Shares to be issued and subscribed for in connection with the applicable purchased pursuant to such Advance (which as specified in no event will be greater than the Ownership Limitation relevant Advance Notice and taking into account any adjustments pursuant to Section 2.01(d) or Section 2.01(e)), multiplied by the Registration LimitationPurchase Price), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”.B. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, shall confirm that it has obtained all material permits and qualifications, if any, qualifications required for the issuance and transfer of the Shares shares of Common Stock applicable to such Advance, or shall have the availability of exemptions therefrom, therefrom and that the sale and issuance of such Shares shares of Common Stock shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On Promptly after receipt of the Settlement Document with respect to each Advance Settlement (and, in any event, not later than three Trading Days after each Advance Date), the Company will, or will cause its transfer agent to, electronically transfer such number of the Shares being issued and sold pursuant to the Advance registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each (a) The consummation of the purchase and sale of the Shares pursuant to Section 2.01 shall be completed through two closings (each, a “Closing”) and each Closing shall take place on remotely via the Advance Settlement Date exchange of documents and signatures. For the avoidance of doubt, unless otherwise agreed by the Investors Holding a Majority in accordance with Interest, each Closing for the procedures sale of Shares by the Company and Sellers and the purchase of Shares by the Investors shall occur simultaneously. (b) The first Closing (the “First Closing”) shall take place as soon as practicable, but in no event later than 30 days after the receipt of a written notice from the Company to the Investors confirming the satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit, of the conditions set forth belowin Article 2 and Article 8 (other than conditions that by their nature are to be satisfied at such Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at such Closing), or at such other time as the parties may agree. In connection with each At the First Closing, (i) in addition to any item the delivery of which is made an express condition to such Investor’s obligation at the First Closing pursuant to Article 8, the Company and the Investor shall fulfill each of its obligations as set forth belowdeliver to such Investor: (aA) Within one (1) Trading Day after the expiration updated register of members of the Pricing Period applicable with respect Company, certified by a director or the company secretary of the Company, reflecting the issue to such Investor of the Shares as of the First Closing being subscribed and purchased by such Investor at the First Closing; (B) duly executed share certificates issued in the name of such Investor representing the Shares as of the First Closing being subscribed and purchased by it at the First Closing; and (C) the updated register of directors of the Company, certified by a director or the company secretary of the Company, evidencing the appointment of the director as contemplated by Section 8.01(g). (ii) in addition to any item the delivery of which is made an Advance Noticeexpress condition to such Investor’s obligation at the First Closing pursuant to Article 8, the Investor each Seller shall deliver to the Company a written document such Investor: (each a “Settlement Document”) setting forth: (iA) the amount original share certificate(s) in respect of the Advance (taking into account Sale Shares for cancellation, and in case of loss of any adjustments pursuant original share certificate by such Seller, an original written declaration or similar instrument duly executed by such Seller to Section 2.1 aboveevidence the loss of such original share certificate(s); and (iiB) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each an instrument of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be transfer in the form attached hereto as Exhibit “B”, duly executed by such Seller with such Investor as a transferee in respect of the transfer of the Sale Shares to such Investor. (biii) Upon receipt Subject to Section 2.02(d) below, each Investor shall pay to (A) the Company its aggregate purchase price (net of any applicable withholding tax, if applicable) for the Subscription Shares being subscribed by it as at the First Closing in immediately available funds by wire transfer to an account of the Settlement Document Company with respect to each Advance, a bank designated by the Company shall(the “Company Account”) by notice to such Investor, by promptly (and in any event which notice shall be delivered not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it 5 Business Days prior to the First Closing Date, and (B) each Seller its aggregate purchase price (net of any applicable withholding tax, if applicable) for the Sale Shares being purchased from such Seller as at the First Closing in immediately available funds by wire transfer to an account of such Seller with a bank designated by such Seller (each, a “Seller Account”) by notice to such Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares which notice shall be legally permitted by all laws and regulations delivered not later than 5 Business Days prior to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction First Closing Date. (c) On each Advance Settlement DateThe second Closing (the “Second Closing”) shall take place on or prior to December 31, 2015, provided that the Company shall deliver a written notice to the Investors no later than December 16, 2015 confirming the satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit, of the conditions set forth in Article 2 and Article 8 (other than conditions that by their nature are to be satisfied at such Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at such Closing), or at such other time as the parties may agree. Without limiting the generality of the foregoing, unless otherwise agreed by the Company and the relevant Investor, if the Second Closing does not occur before or on February 1, 2016, neither the Company or Sellers nor such Investor shall have the obligation to proceed to the Second Closing. At the Second Closing, (i) in addition to any item the delivery of which is made an express condition to such Investor’s obligation at the Second Closing pursuant to Article 8, the Company willshall deliver to such Investor: (A) the updated register of members of the Company, certified by a director or will cause its transfer agent tothe company secretary of the Company, electronically transfer reflecting the issue to such number Investor of the Shares registered as of the Second Closing being subscribed and purchased by such Investor at the Second Closing; and (B) duly executed share certificates issued in the name of such Investor representing the Shares as of the Second Closing being subscribed and purchased by it at the Second Closing. (ii) in addition to any item the delivery of which is made an express condition to such Investor’s obligation at the Second Closing pursuant to Article 8, each Seller shall deliver to such Investor: (A) the original share certificate(s) in respect of the Sale Shares for cancellation, and in case of loss of any original share certificate by such Seller, an original written declaration or similar instrument duly executed by such Seller to evidence the loss of such original share certificate(s); and (B) an instrument of transfer in the form attached hereto as Exhibit B, duly executed by such Seller with such Investor as a transferee in respect of the transfer of the Sale Shares to such Investor. (iii) Subject to Section 2.02(d) below, each Investor shall equal: pay to (A) the Company its aggregate purchase price (net of any applicable withholding tax, if applicable) for the Subscription Shares being subscribed by it as at the Second Closing in immediately available funds by wire transfer to the Company Account, and (B) each Seller its aggregate purchase price (net of any applicable withholding tax, if applicable) for the Sale Shares being purchased from such Seller as at the Second Closing in immediately available funds by wire transfer to the applicable Seller Account. (i) the amount Each of the Advance specified WFOE and Sellers shall comply with applicable PRC Tax law and shall, jointly and severally, report to the State Tax Bureau in charge of the WFOE the transaction with respect to the transfer of Sale Shares as soon as possible but in any event no later than 30 days after the WFOE completes its business and tax registration, with reasonable evidence thereof to be provided to the Investors within five Business Days after completion of such Advance Notice reporting. Each Investor shall have the right (but not an obligation) to review any and confirmed in the Settlement Document signed all application documents to be submitted by the Company (as may be reduced according WFOE or any Seller and to report the transactions by itself if such Investor determines that the WFOE and Sellers fail to appropriately report the transactions with respect to the terms transfer of this Agreement); divided Sale Shares as required by applicable PRC Tax law in its sole discretion. (ii) Each Investor shall withhold 10% (or the Purchase Pricethen applicable tax rate, by crediting if applicable) of the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or total purchase price to be paid to each Seller by such other means of delivery Investor as may be mutually agreed upon PRC corporate / individual income Tax and remit such amounts to the appropriate Government Authority within the time specified by the parties hereto applicable PRC Tax law (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against if required). Upon payment of the Purchase Price in same day funds to an account designated withholding tax by the CompanyInvestors on behalf of Sellers, the Investors shall provide Sellers with the original receipt or official copies thereof for the corresponding Tax payment (if applicable). In To the event extent that there are any surplus of the Shares cannot be delivered through withheld amounts after any Investor has paid the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery required withholding tax to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded appropriate Governmental Authority pursuant to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Datepreceding sentence, each of the Company and the such Investor shall deliver remit all surplus to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereineach applicable Seller within 20 Business Days.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on the or after each applicable Advance Settlement Date in accordance with the procedures set forth below. The Company acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one On or prior to each Advance Date (1) Trading Day after the expiration of the Pricing Period applicable but in any event, with respect to an Investor Notice, not later than one Trading Day prior to the Advance NoticeDate), the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by Document along with a report by Bloomberg L.P. (or, if not reported on Bloomberg L.P., another reporting service reasonably agreed to by the Parties) indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed Period or period for in connection with determining the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation)Conversion Price, in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradableParties, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) either (i) in the case of an Advance Notice submitted by the Company (other than after the occurrence of an Amortization Event), in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agenthas been requested, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered or (ii) in the name case of an Investor Notice or an Advance Notice submitted by the Investor or its designeesCompany after the occurrence of an Amortization Event, representing as an offset of amounts owed under the Shares applicable to such AdvancePromissory Note as described Section 3.01(b). No fractional shares shall be issued, and any fractional amounts shares that would otherwise be issued in connection with an Advance shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the applicable Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies the Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the Parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Stock that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the applicable Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) two Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (c) Notwithstanding Section 2.02(b), the certificate(s) or book-entry statement(s) representing the Commitment Shares issued prior to the date the Registration Statement is declared effective by the SEC shall bear a restrictive legend in substantially the following form (and stop transfer instructions may be placed against transfer of the Commitment Shares): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (e) On or prior to the first Closing, the Investor shall deliver to the Company a duly executed IRS Form W-8BEN-E, IRS Form W-8IMY (with all relevant attachments), or other applicable IRS Form W-8 or W-9, and any other similar Tax documentation reasonably requested by the Company. Investor shall update any such form or certification (or any applicable successor form) promptly upon the obsolescence or invalidity of any form previously delivered by such Investor. (f) Notwithstanding anything to the contrary in this Agreement, if on any day during the applicable Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing (a) Subject to the satisfaction of the conditions set forth in this Agreement, the closing of the purchase by the Investor of Put Shares following a Put (a "Closing") shall take place occur on the Advance Settlement Date in accordance with second Business Day following the procedures set forth below. In connection with each Closing, end of ------- the Valuation Period for such Closing (or such other date as is mutually agreed to by the Company and the Investor Investor) (a "Closing Date") at the offices of ------------ Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 ("Xxxxxxxx Xxxxxxxxx") or such other place to which the ------------------ parties may agree. At least one Business Day prior to each Closing Date, the Company shall fulfill each of its obligations as set forth below: deliver (aor cause to be delivered) Within one into escrow with Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree): (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to certificate contemplated by Section 2.1 above6.1(c); (ii2) the Purchase Pricelegal opinion contemplated by Section 6.1(f); (iii3) a writing, executed by the Investor and the Company concurring as to (x) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the total number of Put Shares that are to be issued and subscribed for in connection with sold at such Closing, and (y) the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required Investment Amount for the issuance and transfer of the Put Shares applicable to issuable at such Advance, or shall have the availability of exemptions therefromClosing, and that the sale and issuance of such Shares shall be legally permitted by (4) all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them it pursuant to this Agreement the Transaction Documents (as defined herein) in order to implement effect a Closing hereunder (the items contemplated by clauses (1) through (4) above are collectively referred to as the "Company Required Items"). ---------------------- At least one Business Day prior to each Closing Date, the Company shall deliver to the Investor's account through the Depository Trust Company DWAC system, per written account instructions delivered by the Investor to the Company (the "DTC --- Account"), the Put Shares to be issued and effect sold to the Investor at such Closing ------- and meeting the requirements of Section 5.3 which Put Shares shall be held in escrow pending delivery to the Company of the Investment Amount for the Put Shares to be issued and sold at such Closing pursuant to the terms hereof. (b) Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree) shall notify the Company and the Investor on the Business Day it receives all of the Company Required Items relating to such Closing. If: (i) Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree) shall have provided such notice by the Closing, (ii) the DTC Account shall have been credited with the Put Shares to be issued and sold to the Investor at such Closing and (iii) the other conditions to the Investor's obligation to purchase Put Shares at such Closing as provided hereunder shall have been satisfied or waived, the Investor shall deliver (or cause to be delivered): (x) to the Company, the Investment Amount for the Put Shares to be issued and sold at such Closing, less the amounts contemplated by clause (y) following this clause (x), and (y) (1) to Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree), $2,000, and (2) to the Investor, the amount of any Blackout Payments (as defined below), together with all accrued interest thereon, then owed and for which full payment shall not have previously been made. In the event that: (i) any Company Required Item shall not have been delivered, (ii) the DTC Account shall not have been credited with the Put Shares to be issued and sold to the Investor at such Closing or (iii) any condition set forth in Article VI shall not have been fulfilled or waived by the Investor then, at the option of the Investor, such Closing shall be canceled and any Company Required Items delivered to Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree) and any Put Shares credited to the DTC Account, in both cases, in connection with such Closing, shall be returned to or as directed by the Company. The parties hereto understand and agree that Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree) will not release the Company Required Items to the Investor prior to its receipt of written confirmation from the Company that the Company has received the net proceeds from the sale of the Put Shares to have been sold at such Closing; provided, if the Company does not confirm such -------- receipt by 5:00 p.m. Eastern Time on the Business Day following the Closing Date, the parties hereby direct Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree) to deliver the Company Required Items to the Investor at such time as Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree) receives written evidence from the institution from which the Investment Amount was delivered on behalf of the Investor that funds equal to the amount required hereunder to be delivered to the Company at such Closing were delivered in accordance with the wire instructions provided by the Company for such purpose (a federal wire number for the correct amount and in accordance with the wire instructions provided by the Company for such purpose shall be conclusive evidence of the Company's receipt). (c) Each of the parties hereby agrees jointly and severally to indemnify and hold harmless Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree) and its members, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the performance of its duties hereunder and agrees that Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree) shall not have any liability hereunder other than as arising solely from its willful misconduct in performing its duties hereunder. The parties understand and agree that Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree) may, at any time upon two Business Days prior written notice to the parties, resign from its duties and obligations hereunder without recourse to any party. The Company further understands and agrees that Xxxxxxxx Xxxxxxxxx acts as legal counsel to the Investor in connection with the transactions contemplated hereinhereby and may, from time to time, represent the Investor in other matters, including such matters as may directly or indirectly be adverse to the interests of the Company. The Company consents to such representation and waives any claim that such representation represents a conflict of interest on the part of Xxxxxxxx Xxxxxxxxx. The Company understands that the Investor and Xxxxxxxx Xxxxxxxxx are relying explicitly on the foregoing provision in connection with the Investor entering into this Agreement.

Closings. The closing for the sale and purchase of the Series N Notes to be purchased by each Series N Purchaser (the “Series N Closing”) shall be held on February 22, 2022 or on such other Business Day thereafter as may be agreed upon by the Company and the applicable Purchasers (the “Series N Closing Day”). The closing for the sale and purchase of the Series P Notes to be purchased by each applicable Purchaser (the “Series P Closing”) shall be held on January 20, 2023 or on such other Business Day thereafter as may be agreed upon by the Company and the applicable Purchasers (the “Series P Closing Day”). Each such Closing shall take occur at the offices of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, One Bryant Park, New York, New York 10036, at 10:00 a.m., Eastern time, (or such other place and time as may be agreed by the Company and the applicable Purchasers) on the Advance Settlement Date in accordance with applicable Closing Day. At the procedures set forth below. In connection with each relevant Closing, the Company will deliver to each Purchaser the Notes of the series to be purchased by such Purchaser in the form of a single Note for such series (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of such Closing and registered in such Purchaser’s name (or in the Investor shall fulfill each name of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Noticenominee), the Investor shall deliver against delivery by such Purchaser to the Company a written document (each a “Settlement Document”) setting forth: (i) or its order of immediately available funds in the amount of the Advance (taking into purchase price therefor by wire transfer of immediately available funds for the account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during Company to the Pricing Period); and (iv) account referred to in the number of Shares written funding instructions described in Section 4.10 below. If at the relevant Closing the Company shall fail to be issued and subscribed for in connection with tender the applicable Advance (which Notes to any Purchaser as provided above in no event will this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions relieved of all further obligations under this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt , without thereby waiving any rights such Purchaser may have by reason of any of the Settlement Document with respect to each Advance, the Company shall, by promptly (and conditions specified in any event Section 4 not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable having been fulfilled to such Advance, Purchaser’s satisfaction or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document failure by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Datetender such Notes. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each (a) On the First Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each ClosingDate, the Company shall sell and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after purchase at the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Put Shares equal to be issued and subscribed for in connection with 50% of the Investment Amount divided by the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”Purchase Price. (b) Upon receipt of On the Settlement Document with respect to each AdvanceSecond Closing Date, the Company shall, by promptly (shall sell and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it Investor shall purchase at the applicable Purchase Price the number of Put Shares equal to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer 50% of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document Investment Amount divided by the Company shall also be deemed a representation by the Company that all conditions applicable Purchase Price (subject to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction DateSection 2.4 below). (c) On each Advance Settlement In the event that the Investor desires to purchase Put Shares on the Cancellation Closing Date, then on or before the Cancellation Closing Date, the Investor shall provide written notice to the Company of the Closing together with the dollar amount of shares of Common Stock which the Investor has sold in accordance with the terms of this Agreement during the period commencing on the later of the Put Date or the First Closing Date and ending on the day immediately preceding the Cancellation Date (“Dollar Amount Sold”). In such event on the Cancellation Closing Date, the Company will, or will cause its transfer agent to, electronically transfer such shall sell and the Investor shall purchase at the applicable Purchase Price the number of Put Shares registered equal to the Dollar Amount Sold (but in no event shall the name Dollar Amount Sold be more than 50% of the Investor as shall equal: (iInvestment Amount for purposes of this sentence) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed divided by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the applicable Purchase Price in same day funds to an account designated by or, if applicable under Section 2.4(b), the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsCancellation Date Closing Adjusted Price. (d) On each Closing Date, the Company shall, or prior shall cause the Transfer Agent to, electronically transfer the Put Shares purchased by the Investor by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Put Shares shall be freely tradable and transferable and without restriction on resale, against payment therefor to the Advance Settlement DateCompany’s designated account by wire transfer of immediately available funds upon the receipt by the Investor of the Put Shares; provided that if the Put Shares are received by the Investor later than 1:00 p.m. (New York time), each payment therefor shall be made with next day funds. As set forth in Section 2.6, a failure by the Company to deliver such Put Shares shall result in the payment of liquidated damages by the Company to the Investor. Each of the Company and the Investor shall deliver to the other, as applicable, each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported number of Common Shares to be purchased by the Investor, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document number of Shares to be purchased by the Investor at the Closing for such Advance shall be in equal the form attached hereto sum of (i) the Adjusted Advance Amount divided by the Purchase Price, rounded to the nearest whole number of Shares, plus (ii) the aggregate number of shares of Common Stock sold by the Investor on Excluded Days during such Pricing Period (as Exhibit “B”contemplated by Section 2.01(d)(ii). (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of s Common Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases the resale of such Common Shares shall be freely tradable, registered shares in good deliverable form, covered transferable by an effective Registration Statement pursuant to which the Investor is permitted without restriction), and transmit notification to resell the Investor that such Shares) against payment share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company of the Purchase Price aggregate amount of the Advance (as set forth in same day the Closing Statement) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Common Shares delivered pursuant hereto shall be free of restrictive legends. To facilitate the transfer of the Common Shares by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares. (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing shall take place on the each applicable Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one Prior to two o'clock pm, EST (11400 hours) Trading Day after the expiration of the Pricing Period applicable with respect to an on each Advance NoticeDate, the Investor shall deliver to the Company a written document (each a “"Settlement Document”") setting forth: (i) forth the Ownership Limitation, the amount of the Advance (taking into account any adjustments pursuant to thereto Section 2.1 above2.02(c); (ii) ), the Purchase Price; , the number of shares of Common Stock to be issued and subscribed for (iii) which in no event will be greater than the Market Price (as supported by Ownership Limitation), and a report by Bloomberg L.P. Bloomberg, LP indicating the VWAP for each of the Trading Days during the relevant Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly shall (i) immediately review and in either approve such Settlement Document or provide any event not later than one (1) Trading Day after receipt) signing corrections to the Settlement Document (a "Corrected Settlement Document") and returning return it to the Investor, Investor on such Advance Date and (ii) along with the return of each Settlement Document or Corrected Settlement Document confirm that it has obtained all permits the legal rights and qualifications, if any, required power necessary for the issuance and transfer of the Shares shares of Common Stock applicable to such Advance, or shall have the availability of exemptions therefrom, Advance and that the sale and issuance of such Shares shares of Common Stock shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by subject or that the Company shall also be deemed a representation by have the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as availability of each Condition Satisfaction Dateexemptions therefrom. (c) On each Advance Upon receipt of any Corrected Settlement DateDocument pursuant to Section 2.03(b)the above, the Investor shall immediately review and either approve such Corrected Settlement Document or if the Investor feels additional corrections are necessary, such Corrected Settlement Document will be promptly submitted to an independent, reputable appraiser jointly selected by the Company willand the Investor. Such appraiser will review and if necessary, revise, such Corrected Settlement Document. The determination of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne equally by both parties. (d) Immediately after a Settlement Document or will cause its transfer agent to, electronically transfer Corrected Settlement Document with respect to an Advance is deemed final, (i) the Company shall deliver to the Investor such number of Shares shares of Common Stock registered in the name of the Investor as shall equal: equal (ix) the amount of the Advance divided by (y) the Purchase Price (as each of (x) and (y) are specified in such Settlement Document or Corrected Settlement Document) and (ii) upon receipt of such shares, the Investor shall deliver to the Company the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed or Corrected Settlement Document by the Company (as may be reduced according to the terms wire transfer of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Companyimmediately available funds. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any The certificates evidencing Shares such shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (de) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (f) Each of the Company and the Investor acknowledge and agree that with respect to each Settlement Document that "time is of the essence" with respect to a Closing occurring on, or as close as possible to the, the relevant Advance Date, and with respect to each Corrected Settlement Document that "time is of the essence" with respect to a Closing occurring immediately after either (i) approval of such Corrected Settlement Document by the Investor, or (ii) receipt by the parties of the appraiser's determination.

Closings. Each The closing of the purchase and sale of the Transferred Parent Equity Interests and the Transferred Assets, the transfer of the Transferred Employees and the assumption of the Assumed Liabilities, in each case, in the Initial Jurisdictions (the “Principal Closing”) shall take place at 10:00 a.m., local time, at the offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the second (2nd) Business Day after all conditions to the obligations of the Purchaser and the Seller under Article VI shall have been satisfied or, to the extent permitted by applicable Law, waived (other than those conditions that by their terms are to be satisfied at the Principal Closing, but subject to their satisfaction or waiver at such time) or at such other place and time as the parties may agree; provided that, notwithstanding the satisfaction of the conditions to the obligations of the Purchaser and the Seller under Article VI (or, to the extent permitted by applicable Law, the waiver thereof by the parties entitled to waive such conditions), unless otherwise agreed in writing by the Purchaser, the parties shall not be required to affect the Principal Closing prior to November 25, 2019 (the “Inside Closing Date”); provided, further, that the Seller may, in its sole discretion, elect to delay the Principal Closing to the first (1st) day of the month immediately following the date such conditions under Article VI shall have been satisfied or waived, as set forth above, and if such day is not a Business Day, the Principal Closing shall take place on the Advance Settlement Date first (1st) Business Day thereafter (though the Principal Closing shall remain effective as of such first (1st) day of such month in accordance with Section 2.2); provided, further, that if the procedures set forth below. In connection with each ClosingPrincipal Closing is delayed pursuant to the immediately foregoing proviso to a date that is after the Termination Date, then notwithstanding anything to the contrary in this Agreement, the Company and the Investor Seller shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect not be entitled to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments terminate this Agreement pursuant to Section 2.1 above); (ii7.1(a)(ii) until after such date. The date on which the Purchase Price; (iii) Principal Closing occurs is referred to herein as the Market Price (as supported by a report by Bloomberg L.P. indicating “Principal Closing Date.” In accordance with Section 2.5, the VWAP for each closing of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such AdvanceTransferred Parent Equity Interests, or shall have the availability of exemptions therefromTransferred Assets and the Transferred Employees in any Deferred Jurisdictions, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution assumption of the Settlement Document by Assumed Liabilities in any Deferred Jurisdictions will be effected on one or more Deferred Closing Dates after the Company shall also be deemed a representation by Principal Closing Date. The parties specifically acknowledge that time is of the Company that all conditions essence because the Seller’s intention to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, exit the Company will, Business is or will cause become known to its transfer agent toemployees, electronically transfer such number of Shares registered in customers, vendors and others having dealings with the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsSeller. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The Parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Xxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration LimitationParties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradableParties, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shares that would otherwise be issued in connection with an Advance shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the applicable Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies the Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the Parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice, each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that, other than in connection with an Investor Notice, the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect On or prior to an each Advance NoticeDate, the Investor shall deliver to the Company a written document in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above3.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such Advance Shares, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Settlement Document) in United States Dollars either (i) in the case of an Advance Notice submitted other than after the occurrence of a Trigger Event, in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agenthas been requested, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered or (ii) in the name case of an Investor Notice or an Advance Notice submitted after the Investor or its designeesoccurrence of a Trigger Event, representing as an offset of amounts owed under the Shares applicable to such AdvancePromissory Note as described in 3.01. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. Such payment shall be made to the Company not later than 5:00 pm New York City time on the Trading Day immediately following the applicable receipt of such Advance Shares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies the Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document final number of Shares to be purchased by the Investor at the Closing for such Advance shall equal the sum of (i) the Adjusted Advance Amount which shall be in purchased at the form attached hereto Purchase Price, plus (ii) the aggregate number of Additional Shares elected to be purchased by the Investor on Excluded Days during such Pricing Period (as Exhibit “B”contemplated by Section 2.01(d)(ii)) which shall be purchased at the applicable MAP. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradablehereto, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company the aggregate purchase price of the Purchase Price Shares (as set forth in same day the Closing Statement) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing To facilitate the transfer of the Common Shares delivered pursuant hereto shall be free by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing shall take place on the applicable Advance Settlement Date in accordance with the procedures set forth belowClosing Date. In connection with each Closing, provided that all Conditions Precedent have been satisfied or waived in accordance with the Company and provisions hereof, the Investor Parties shall fulfill each of its their obligations as set forth below: (a) Within one (1) Trading Day after Prior to the expiration issuance of the Pricing Period applicable Shares to the Investor, subject to the provisions of Sections 6.02 and 6.03, the Company shall duly file an effective Shelf Offering Document with respect to an the issuance of the Shares applicable to the relevant Advance Notice. The Company shall issue the Shares to the Investor under the Shelf Prospectus as set forth in this Section. (b) The Company shall obtain all permits and approvals required for the issuance of the Shares to be issued in connection with the Advance Notice. Without derogating from the generality of the aforementioned, the Specific TASE Approval covering such Shares issuable under the Advance Notice shall be effective and in force. (c) The Company shall issue and deliver to the Investor such number of Shares determined in accordance with the provisions of Section 2.01, as applicable. The Shares shall be registered in the name of a Registration Company (in Hebrew: “חברה לרישומים”) and shall be Free. On the Advance Closing Date the Company shall deliver to the Registration Company, a share certificate covering the Shares, as well as instruct the Registration Company to deposit the Shares in a specific securities account (with a TASE member) (the “Investor’s Account”), the details of which are set forth in Annex B1 hereto and shall provide to the TASE and/or the Registration Company all the necessary forms and documents so as to facilitate the immediate deposit of the Shares in the Investor’s Account. The Investor may change the details of such securities account, by giving a written notice to the Company, no later than the 2nd Trading Day of the applicable Pricing Period. Each Closing and the purchase of the Shares shall be conditioned upon the Company promptly fulfilling the foregoing in full. (d) Immediately prior to each Advance Closing Date, the Investor shall deliver to deposit with the Company a written document (each a “Settlement Document”) setting forth: (i) Pricing Underwriter the amount of the Advance (taking into account as may be reduced in accordance with Section 2.01 above and subject to any adjustments pursuant deductions and set-off in accordance with Section 2.02 (e) herein) by wire transfer of immediately available funds to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each AdvanceUnderwriter’s Designated Bank Account, the Company shall, details of which are set forth in Annex B2 hereto (the Pricing Underwriter may change the details of such bank account by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it giving a written notice to the Investor, confirm that it has obtained all permits at any time prior to the Advance Closing Date). The Pricing Underwriter shall act with any Advance Amount in accordance with the Irrevocable Instructions set forth in Annex B3 hereto and qualifications, if any, required for shall remit the issuance and transfer Advance Amount to the Company’s bank account the details of which are set forth in Annex B3 hereto promptly upon receiving from the Company a document evidencing the deposit of the Shares applicable in the Investor’s Account and delivery by the Pricing Underwriter of a copy of such document to the Investor. The Company may change the details of such Advancebank account by giving a written notice to the Investor, or at any time prior to the Advance Closing Date. Prior to the transfer of funds to the Company in accordance with the provisions of this Section 2.02(d), all funds in the Pricing Underwriter’s Designated Bank Account together with any amount accrued thereon, shall have belong to the availability of exemptions therefromInvestor and Pricing Underwriter shall act with respect to same in accordance with instructions delivered from time to time by the Investor to the Pricing Underwriter. Provided however, and that commencing upon the sale and issuance of such the Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as the Pricing Underwriter shall equal: (i) hold the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according in accordance with Section 2.01 above and subject to any deductions and set-off in accordance with Section 2.02 (e) herein) in trust to the terms benefit of this Agreement)the Company. For the sake of clarity, (i) any funds left in the Pricing Underwriter’s Designated Bank Account shall belong to the Investor; divided by and (ii) any and all costs and expenses associated with the Purchase Price, by crediting the InvestorPricing Underwriter’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases tasks hereunder shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated borne by the Company. In Immediately following the event Effective Date the Shares cannot be delivered through Parties and the Deposit Withdrawal Agent Commission System, then the Company Pricing Underwriter shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered execute an escrow agreement in the name form of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsAnnex B5 hereto. (de) On The Investor may set off from any such Advance Amount any amount due to the Investor pursuant to Section 12.06 hereunder. Such deduction shall be the sole deduction made by the Investor. The Advance Amount shall be paid in US$. (f) In addition, on or prior to the Advance Settlement Closing Date, each of the Company and the Investor shall deliver to the other, as applicable, each other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closing of each Advance and each sale and purchase of Common Shares related to each Advance (each, a “Closing”) shall take place as soon as practicable on the or after each Advance Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount final number of Common Shares to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.04); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg Xxxxxxxxx, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically issue in the Investor’s name in a DRS account or accounts at the transfer agent all Common Shares purchased by Investor pursuant to such Advance. Such Common Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and the certificate or book-entry statement representing such Shares shall bear the restrictive legend under the Securities Act set forth in Section 9.1(iii). Notwithstanding the foregoing, if the Investor has resold the Common Shares in a manner described under the caption “Plan of Distribution” in the Registration Statement and otherwise in compliance with this Agreement prior to the delivery by the Investor to the Company of the Settlement Document, the Investor shall concurrently with the delivery by the Investor to the Company of such Settlement Document (i) send a confirmation to the transfer agent setting forth the number of such Common Shares registered that have been so resold and the date of such resales (such confirmation, the “Transfer Agent Confirmation”) and (ii) deliver to the transfer agent the items set forth in clause (b) of the name definition of DWAC Shares with respect to such resold Common Shares and such other items as the transfer agent may reasonably request (collectively, the “Transfer Agent Deliverables”). With respect to Common Shares or Commitment Fee Shares resold by the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed described in the Settlement Document signed by the Company (preceding sentence and as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted has timely delivered the Transfer Agent Deliverables with respect to resell such resold Common Shares or Commitment Fee Shares, such securities shall be delivered and credited by the transfer agent using the Fast Automated Securities Transfer (FAST) against payment Program maintained by DTC (or any similar program hereafter adopted by DTC performing substantially the same function) to the account with DTC of the Purchase Price Investor’s designated Broker-Dealer as specified in the Transfer Agent Deliverables with respect to such resold securities at the time such securities would otherwise have been required to be delivered to the Investor in accordance with this Agreement, which securities (x) shall only be used by the Investor’s Broker-Dealer to deliver such securities to DTC for the purpose of settling the Investor’s share delivery obligations with respect to the sale of such Common Shares or Commitment Fee Shares (as applicable), which may include delivery to other accounts of such Broker-Dealer and inclusion in the number of Common Shares or Commitment Fee Shares delivered by that Broker-Dealer in “net settling” that Broker-Dealer’s trading of shares of the Company’s Common Shares, including its positions with the Broker-Dealers of the respective persons who purchase such securities from the Investor, and (y) shall remain “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act until so delivered. The Company and the Investor acknowledge that, if and when the Investor has (i) resold Commitment Fee Shares or Common Shares in a manner described under the caption “Plan of Distribution” in the Registration Statement and otherwise in compliance with this Agreement and (ii) timely delivered the Transfer Agent Deliverables with respect to such resold Commitment Fee Shares or Common Shares (as applicable), the transfer agent shall cause such resold Commitment Fee Shares or Common Shares (as applicable) to be subsequently credited using the Fast Automated Securities Transfer (FAST) Program maintained by DTC (or any similar program hereafter adopted by DTC performing substantially the same day function) to the account with DTC of the Investor’s designated Broker-Dealer as specified in the Transfer Agent Deliverables with respect to such resold Commitment Fee Shares or Common Shares (as applicable), which Commitment Fee Shares or Common Shares (as applicable) (x) shall only be used by the Investor’s Broker-Dealer to deliver such resold Commitment Fee Shares or Common Shares (as applicable) to DTC for the purpose of settling the Investor’s share delivery obligations with respect to the sale of such Common Shares or Commitment Fee Shares (as applicable), which may include delivery to other accounts of such Broker-Dealer and inclusion in the number of securities delivered by that Broker-Dealer in “net settling” that Broker-Dealer’s trading of shares of the Company’s Common Shares, including its positions with the Broker-Dealers of the respective persons who purchase such Commitment Shares or Shares (as applicable) from the Investor, and (y) shall remain “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act until so delivered. The Company and the Investor acknowledge that such resold Commitment Fee Shares or Common Shares (as applicable) credited to the account with DTC of the Investor’s designated Broker-Dealer shall be eligible for transfer to the third-party purchasers of such Commitment Fee Shares or Common Shares or their respective Broker-Dealers as DWAC Shares. The Company and the Investor acknowledge that such resold Commitment Fee Shares or Common Shares (as applicable) credited to the account with DTC of the Investor’s designated Broker-Dealer shall be eligible for transfer to the third-party purchasers of such Commitment Fee Shares or Common Shares or their respective Broker-Dealers as DWAC Shares. The Company shall promptly notify Investor if it has reasonable grounds to dispute the calculations set forth in the Settlement Document, and the Company agrees that such calculations shall be deemed agreed upon and final upon transfer of the Common Shares. Promptly upon receipt of such notification (in any event, not later than three (3) Trading Days after such receipt), the Investor shall pay to the Company the aggregate purchase price of the Common Shares (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendsshares. (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event set forth in Section 6.08(i) through (v) has occurred or if the Material Outside Event set forth in Sections 6.08(vi) or (vii) shall have occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end (the “Advance Halt”) and the final number of Common Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. Each Closing (a) The initial closing of the purchase and sale of the Notes shall take place remotely via the exchange of the requisite documents and signatures at 1:00 p.m. Eastern time on the Advance Settlement Date date hereof (such time, date and place are referred to in accordance with this Agreement as the procedures set forth below“Initial Closing”). In connection with each At the Initial Closing, the Company and shall deliver to each Investor a Note in the Investor shall fulfill each of its obligations as principal amount set forth below:opposite such Investor’s name on Schedule A attached hereto, duly executed by the Company, against delivery to the Company by such Investor of the amount set forth opposite such Investor’s name on Schedule A attached hereto payable in immediately available funds by wire transfer to an account designated by the Company. (ab) Within one (1) Trading Day Commencing after the expiration date of the Pricing Period applicable with respect to an Advance NoticeInitial Closing, in one closing or in a series of separate closings (each, a “Subsequent Closing” and collectively, the “Subsequent Closings”), the Company shall have the right to issue and sell Notes to any Investor hereunder and/or any other person or entity that is an “accredited investor” as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”) unless and until the aggregate principal amount of all Notes issued by the Company under this Agreement equals $1,000,000.00. Each Subsequent Closing of the purchase and sale of Notes shall take place remotely via the exchange of the requisite documents and signatures at 1:00 p.m. Eastern time on the date of such Subsequent Closing. At each Subsequent Closing (if any) (i) Schedule A shall be revised to reflect any sales of additional Notes made at such Subsequent Closing (without the consent of the Investors) and (ii) the Company and each purchaser of Notes at a Subsequent Closing that is not already a party to this Agreement shall execute and deliver to the Company a written document counterpart signature page hereto, whereupon such person or entity shall become an “Investor” hereunder (each a “Settlement Document”) setting forth: (i) without the amount consent of the Advance (taking into account any adjustments pursuant to Section 2.1 aboveInvestors); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for . At each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each AdvanceSubsequent Closing, the Company shallshall deliver to each Investor a Note in the principal amount set forth opposite such Investor’s name on Schedule A attached hereto, duly executed by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it Company, against delivery to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer Company by such Investor of the Shares applicable to amount set forth opposite such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or name on Schedule A attached hereto payable in immediately available funds by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds wire transfer to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company The Initial Closing and the Investor shall deliver Subsequent Closings are sometimes referred to as a “Closing” or collectively as the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein“Closings.”

Closings. Each Closing closing (a “Closing”) shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported number of Subordinate Voting Shares to be purchased by the Investor, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document number of Shares to be purchased by the Investor at the Closing for such Advance shall be in equal the form attached hereto as Exhibit “B”sum of the Advance Amount divided by the Purchase Price, rounded to the nearest whole number of Shares. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of shares of Subordinate Voting Shares registered in the name of to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed Document) by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by direct registration system crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases the resale of such Subordinate Voting Shares shall be freely tradable, registered shares in good deliverable form, covered transferable by an effective the Investor without restriction following the effectiveness of the Registration Statement pursuant and the Canadian Prospectus), and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification (and, in any event, not later than one Trading Day after such receipt), the Investor shall pay to resell such Shares) against payment the Company the aggregate amount of the Purchase Price Advance (as set forth in same day the Advance Notice) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Subordinate Voting Shares delivered pursuant hereto shall be free of restrictive legends. To facilitate the transfer of the Subordinate Voting Shares by the Investor, the Subordinate Voting Shares will not bear any restrictive legends so long as there is an effective Registration Statement and Canadian Prospectus covering such Subordinate Voting Shares. (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The sale and issuance of the Shares, Warrant A and Warrant B to the Purchaser and the purchase of such Shares, Warrant A and Warrant B by the Purchaser shall take place on at three (3) separate closings (each, a “Closing”) at the Advance Settlement Date in accordance with offices of the procedures set forth below. In connection with each ClosingCompany’s counsel at such times (each, the Company and the Investor shall fulfill each of its obligations a “Closing Date”) as set forth below: (ai) Within one The initial closing (1the “Initial Closing”) Trading Day after shall occur on the expiration date that is (2) business days following the day on which the conditions set forth in Section 8 (other than those that in nature are to be satisfied at the Initial Closing, but subject to the fulfillment or waiver of these conditions) are satisfied or waived by the Pricing Period applicable with respect to an Advance NoticePurchaser. At the Initial Closing, (A) the Investor shall Purchaser will deliver to the Company a written document the Purchaser Deliverables in accordance with Section 3(b) herein and an aggregate Purchase Price equal to Two Million Dollars (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period$2,000,000); and (ivB) the Company will deliver to the Purchaser the Company Deliverables in accordance with Section 3(a) herein and shall instruct its Transfer Agent to issue and deliver to the Purchaser evidence of ownership of the number of Shares in accordance with the Recitals herein. (ii) The second closing (the “Second Closing”) shall occur upon the earlier of (A) the consummation of a definitive merger transaction with Beanstock Media (“Beanstock”), whereby Beanstock shall merge with and into a wholly owned subsidiary of the Company (the “Merger”); and (B) forty-five (45) business days following the Initial Closing; provided, however, that the Purchaser shall not be required to be issued effectuate the Second Closing if the Merger has not first been effectuated or is not effectuated concurrently with the Second Closing. At the Second Closing, (1) the Purchaser will deliver to the Company an aggregate Purchase Price equal to One Million Dollars ($1,000,000); and subscribed for (2) the Company shall instruct its Transfer Agent to issue and deliver to the Purchaser evidence of ownership of the number of Shares in accordance with the Recitals herein. (iii) The third closing (the “Third Closing”) shall occur upon the earlier of (A) the Company’s initial filing of a Form S-1 Registration Statement with the United States Securities and Exchange Commission (the “Commission”) in connection with an anticipated uplisting of its Common Stock to the applicable Advance Nasdaq Stock Market, Inc. (which in no event the “S-1 Filing”); and (B) forty-five (45) business days following the Second Closing; provided, however, that the Purchaser shall not be required to effectuate the Third Closing if (1) the Second Closing has not first been effectuated and (2) the S-1 Filing has not been made with the Commission or is not made concurrently with the Third Closing. At the Third Closing, (a) the Purchaser will be greater than deliver to the Ownership Limitation or the Registration LimitationCompany an aggregate Purchase Price equal to One Million Five Hundred Thousand Dollars ($1,500,000), in each case taking into account the terms ; and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by instruct its Transfer Agent to issue and deliver to the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as Purchaser evidence of each Condition Satisfaction Date. (c) On each Advance Settlement Date, ownership of the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in accordance with the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated Recitals herein.

Closings. Each Closing shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, Closing the Company and the Investor shall fulfill each of its their respective obligations as set forth below: (a) Within one No later than 11:00 a.m. (1Zug time) Trading Day after on the expiration of the Pricing Period applicable with respect to an Advance NoticeDate, the Investor shall deliver to the Company forward via fax or e-mail a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be calculation sheet substantially in the form attached hereto as Exhibit 3.01 (a) (i) (the “BSettlement Document”) which calculates the Subscription Price and the Purchase Price, respectively, as well as the number of Securities and is accompanied by screenshots of the relevant Bloomberg screens. The Company shall review such calculation promptly and shall notify the Investor no later than 5:00 p.m. (Zug time) on the Advance Date of any objections it may have in substantiated manner. Both Parties agree to settle any such objections in good faith and promptly. The date on which a Settlement Document is mutually agreed by both Parties shall be referred to herein as an “Acceptance Date”. On the Acceptance Date and based on the Settlement Document, the Investor shall take preparatory measures which allow for a prompt wiring of the requisite amount following receipt of the payment instruction by an Investor’s bank on the next Trading Day. (b) Upon If and to the extent that the Company has opted to deliver Securities under an Advance by way of issuance of New Shares the following shall apply: (i.) No later than midnight (24:00 Zug time) on the Acceptance Date the Company, upon the board’s resolution to increase the share capital (Durchfahrungsbeschluss), shall provide the Investor with a completed form of the Subscription Certificate to be signed by the Investor substantially in the form of Exhibit 3.01 (b) (i) (the “Subscription Certificate”) and a draft of the resolution of the board regarding the implementation of the capital increase (Feststellungsbeschluss). (ii.) No later than the first (1st) Trading Day following the Acceptance Date, the Investor shall have mailed to the Company via overnight courier service (or if such overnight courier service is not available, by the next fastest available courier service) one completed and duly executed original of the Subscription Certificate for the Securities in accordance with article 630 of the Swiss Code of Obligations. The Investor shall, in addition to the delivery by courier, send the Company a copy of the executed Subscription Certificate to the facsimile or to the e-mail address designated by the Company. (iii.) No later than the first (1st) Trading Day following the Acceptance Date, the Investor shall have instructed its bank for payment of the Total Subscription Price to be credited to the Capital Contribution Account not later than the second (2nd) Trading Day following the Acceptance Date. (iv.) Promptly after receipt of the Settlement Document Subscription Certificate and the confirmation from the bank that the Total Subscription Price has been paid to the Capital Contribution Account, the board of the Company shall resolve at a notary public to implement the capital increase (Feststellungsbeschluss) and shall promptly apply for registration of the capital increase with the commercial register A copy of such resolution and evidence of filing for registration with the commercial register shall be promptly faxed to the Investor. (v.) On the day of registration of the capital increase in the commercial register the Company shall have recorded the newly issued shares in the uncertificated securities book (Wertrechtebuch), shall have caused the Investor to be registered as shareholder in the shareholders’ register with respect to each Advance, the Company shall, by promptly newly issued Securities (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it subject to the Investor, confirm relevant procedures of the third party share register provider) and shall have caused the Securities to be transferred to the Investor Share Account as soon as possible. The Company undertakes to cause the registration of the Securities in the main register of the SIX SIS (Hauptregister). The Company shall have made sure that it has obtained all permits and qualifications, if any, required for the issuance and transfer listing of the Shares applicable issued to such Advance, or shall have the availability of exemptions therefrom, and that Investor has occurred promptly after the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution registration of the Settlement Document by capital increase in the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Datecommercial register. (c) On each Advance Settlement DateIf the Company fails to promptly resolve on the capital increase or to file for the capital increase, all according to Section 3.01(b)(iv), and provided that the resulting delay is not caused by the Investor, the election of the Company willin the Advance Notice to issue partly or entirely New Shares shall be deemed to have not been made and the number of New Shares that should have been issued shall be added to the Treasury Shares to be delivered pursuant to the Advance Notice, or will cause its transfer agent to, electronically transfer such whereby the Investor shall only be obligated to make payment for the reallocated number of Shares registered in the name promptly after repayment of the Investor as shall equal: (i) amount paid to the amount Capital Contribution Account for the issuance of New Shares. If the capital increase can not be registered with the commercial register due to a blockage of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed commercial register caused by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of third party the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement undertake commercially reasonable efforts in order to implement and effect the transactions contemplated hereincancellation of the subscription and the release and return of the paid Total Subscription Price from the Capital Contribution Account to the Investor. (d) If and to the extent that the Company has opted to deliver Securities under an Advance by way of a sale of Treasury Shares, the following shall apply: (i.) No later than the first (1st) Trading Day following the Acceptance Date, the Company shall transfer the purchased Shares in the form of intermediated securities (Bucheffekten) to the Investor Share Account. Upon receipt of a respective request for registration via the SIX SIS system, the Company’s third party provider maintaining the Companys’ share register will record the Investor as shareholder in the shareholders’ register in accordance with its applicable procedures. (ii.) The transfer of the purchased Shares shall be made against payment of the Total Purchase Price to be credited to the Specified Bank Account. The Parties shall instruct their respective bankers to cooperate with each other such that delivery of shares is against payment.

Closings. Each Closing shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Market Price, the Purchase Price; (iii) , the Market Price (as supported number of Common Stock to be purchased by the Investor, and a report by Bloomberg Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and Period (iv) or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitationparties), in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document number of Shares to be purchased by the Investor at the Closing for such Advance shall be in equal the form attached hereto as Exhibit “B”sum of the Advance Amount divided by the Purchase Price, rounded to the nearest whole number of Shares. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name shares of Common Stock to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases the resale of such Common Stock shall be freely tradable, registered shares in good deliverable form, covered transferable by an effective Registration Statement pursuant to which the Investor is permitted without restriction), and transmit notification to resell the Investor that such Shares) against payment share transfer has been requested. Promptly upon receipt of such notification (and, in any event, not later than one Trading Day after such receipt), the Investor shall pay to the Company the aggregate amount of the Purchase Price Advance (as set forth in same day the Closing Statement) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Shares Common Stock delivered pursuant hereto shall be free of restrictive legends. To facilitate the transfer of the Common Stock by the Investor, the Common Stock will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Stock. (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing (a) The purchase and sale of the Shares shall take place at one or more closings. The initial closing (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Xxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX, 00000, on February 6, 2014, or at such other time and place as the Advance Settlement Date Company and the Investors acquiring in accordance with the procedures set forth belowaggregate a majority of the Shares to be purchased at the Closing shall mutually agree, either orally or in writing. In connection with each At the Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to each Investor the various certificates, instruments and documents referred to in Section 4 below. As soon as practicable after the Closing, the Company shall deliver to each Investor a written document (each a “Settlement Document”) setting forth: (i) certificate representing the amount Shares that such Investor is purchasing against payment of the Advance purchase price therefor by check, wire transfer or any combination thereof. (taking into account any adjustments pursuant to Section 2.1 above); (iib) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each If less than all of the Trading Days during Shares are sold and issued at the Pricing Period); and (iv) the number of Shares Closing, then, subject to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company may sell and issue at one or more subsequent closings (each, a “Subsequent Closing”), at any time through March 13, 2015, up to the balance of the unissued Shares to such persons or entities as may be approved by the Company in its sole discretion. Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein, and such persons or entities shall, by promptly upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement and the Ancillary Agreements (as defined below, and in together with this Agreement, the “Agreements”), without the need for an amendment to any event not later than one (1) Trading Day after receipt) signing of the Settlement Document and returning it Agreements except to add such person’s or entity’s name to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable appropriate exhibit to such AdvanceAgreements, or and shall have the availability rights and obligations hereunder and thereunder, in each case as of exemptions therefromthe date of the applicable Subsequent Closing. Each Subsequent Closing shall take place at such date, time and that the sale and issuance of such Shares place as shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document approved by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Dateits sole discretion. (c) On Immediately after each Advance Settlement DateSubsequent Closing, the Company will, or Schedule of Investors will cause its transfer agent to, electronically transfer such be amended to list the Investors purchasing Shares hereunder and the number of Shares registered issued to each Investor hereunder at each such Subsequent Closing. The Company will furnish to each Investor copies of the amendments to the Schedule of Investors referred to in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legendspreceding sentence. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.”

Closings. Each Closing shall take place on the as soon as practicable after each Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an On each Advance NoticeDate, the Investor shall deliver to the Company a written document document, in the form attached hereto as Exhibit B (each a “Settlement Document”) ), setting forth: (i) forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) , the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); , and (iv) the number of Shares shares of Common Stock to be issued and subscribed for in connection with purchased by the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation)Investor, in each case taking into account in accordance with the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon Promptly after receipt of the Settlement Document with respect to each AdvanceAdvance (and, the Company shall, by promptly (and in any event event, not later than one (1) two Trading Day Days after such receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name shares of Common Stock to be purchased by the Investor (as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed set forth in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (iiDocument) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases the resale of such shares of Common Stock shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and may be freely transferred by the Investor), and transmit notification to which the Investor is permitted that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to resell such Shares) against payment the Company of the Purchase Price aggregate amount of the Advance (as set forth in same day the Closing Statement) in cash in immediately available funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then Company in writing and transmit notification to the Company shall cause its that such funds transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advancehas been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Sharesshares. Any certificates evidencing Shares Common Stock delivered pursuant hereto shall be free of restrictive legends. To facilitate the transfer of the share of Common Stock by the Investor, the shares of Common Stock will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Stock. (dc) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing The closings of the issuances of the Shares hereunder shall take be held at the offices of Gracin & Mxxxxx, LLP, The Chrysler Building, 400 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place on as the Advance Settlement Date in accordance Company and CSMC may agree (a) with respect to the Shares issued under Sections 4.1 and 4.2 of the License Agreement and Section 2 of the Option Agreement, within two (2) business days following approval of the NYSE MKT with respect to such issuance or simultaneously with the procedures set forth belowexecution of this Agreement, whichever is later, and (b) with respect to the Shares that may be issued to CSMC under Sections 1 and 3 of the Option Agreement and in satisfaction of the Phase I and Phase II milestone payment obligations described in Section 4.6(e)(ii) of the License Agreement, within two (2) business days following approval of the NYSE MKT with respect to each such stock issuance(the “Closings”). In connection with At each Closing, the Company and the Investor shall fulfill Licensee agree to deliver to CSMC a certificate signed by the Company’s Chief Executive Officer on behalf of the Company, dated as of the applicable Closing, certifying that each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration representations and warranties of the Pricing Period Company and the Licensee in this Agreement shall be true and correct as of the date of the applicable with respect Closing, except for representations and warranties that speak as of a particular date, which shall be true and correct as of such date. Furthermore, at each Closing, CSMC agrees to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount certificate signed by an authorized officer on behalf of CSMC, dated as of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for applicable Closing, certifying that each of the Trading Days during representations and warranties of CSMC in this Agreement shall be true and correct as of the Pricing Period); and (iv) the number date of Shares to be issued and subscribed for in connection with the applicable Advance (Closing, except for representations and warranties that speak as of a particular date, which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto true and correct as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Datedate. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Each Closing (a) At any closing referred to in subsection (h) of Section 2, the Buyer shall take place on (i) pay to the Advance Settlement Date Company the aggregate purchase price for the shares of Company common stock purchased pursuant to the exercise of the Option in accordance immediately available funds by wire transfer to a bank account designated by the Company, provided that failure or refusal of the Company to designate such a bank account shall not preclude the Buyer from exercising the Option and (ii) present and surrender this Agreement to the Company at its principal executive offices. At such closing, simultaneously with the procedures set forth below. In connection with each Closingsuch delivery of immediately available funds as provided in this Agreement, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Buyer a certificate or certificates representing the number of shares of Company common stock purchased by the Buyer and, if the Option should be exercised in part only, a new option evidencing the rights of the Buyer thereof to purchase the balance of the shares purchasable hereunder. (b) Certificates for Common Stock delivered at a closing hereunder may be endorsed with a restrictive legend that shall read substantially as follows: "The transfer of the shares represented by this certificate is subject to certain provisions of an agreement between the registered Buyer hereof and the Company and to resale restrictions arising under the Securities Act of 1933, as amended. A copy of such agreement is on file at the principal office of Company and will be provided to the Buyer hereof without charge upon receipt by the Company of a written document (each a “Settlement Document”) setting forthrequest therefore." It is understood and agreed that: (i) the amount reference to the resale restrictions of the Advance Securities Act of 1933 (taking into account any adjustments pursuant the "1933 Act") in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the Buyer shall have delivered to Section 2.1 above)the Company a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such legend is not required for purposes of the 1933 Act; (ii) the Purchase Pricereference to the provisions of this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the Market Price legend shall be removed in its entirety if the condition in the preceding clauses (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); i) and (ivii) the number of Shares to are both satisfied. In addition, such certificates shall bear any other legend as may be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, required by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Datelaw. (c) On each Advance Settlement DateUpon the giving by the Buyer to the Company of the written notice of Exercise of the Option provided for under subsection (h) of Section 2 and the tender of the applicable purchase price in immediately available funds, the Buyer shall be deemed to be the Buyer of record of the shares of Company willcommon stock issuable upon such exercise, notwithstanding that the stock transfer books of Company shall then be closed or will cause its transfer agent tothat certificates representing such shares of Company common stock shall not then be actually delivered to the Buyer. The Company shall pay all expenses, electronically transfer such number and any and all United States federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of Shares registered stock certificates under this Agreement in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account Buyer or its assignee, transferee or designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On The Company agrees that it shall at all times maintain, free from preemptive rights, sufficient authorized but unissued or prior treasury shares of Company common stock so that the Option may be exercised without additional authorization of Company common stock after giving effect to the Advance Settlement Dateall other options, each of the warrants, convertible securities and other rights to purchase Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereincommon stock.

Closings. Each Closing The initial closing (the “Initial Closing”) of the transactions described in Section 1(a) above shall take place occur at the offices of Xxxxxxxxx Xxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the Advance Settlement Date in accordance with date hereof. At the procedures set forth below. In connection with each Initial Closing, the Company shall issue to Buyer the Note, and the Investor Buyer shall fulfill each make an initial Advance (as defined in the Note) pursuant to the Note of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration $4,500,000.00. The date and time of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount closing of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); purchase and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer sale of the Shares applicable to such Advance, or shall have (the availability of exemptions therefrom, and that the sale and issuance of such Shares “Subsequent Closing”) shall be legally permitted by all laws and regulations to 10:00 a.m., New York time, on the fifth (5th) Business Day after which the Company is subject. Execution of has requested the Settlement Document by Subsequent Closing and on which the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully the Subsequent Closing set forth in Sections 6 and 7 below are satisfied in all material respects as of each Condition Satisfaction Date. or waived (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery date as may be is mutually agreed upon to by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor Buyer). As used herein “Business Day” means any 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 remain closed. The Company shall deliver issue to the otherBuyer Warrants in proportion to amounts funded, as applicablesuch that for every $20 advanced under the Note or to purchase the Shares, all documentsa Warrant for 1 Warrant Share shall be issued (the “Issuance Ratio”). For example, instruments and writings required the Company shall issue Warrants to purchase 500,000 Warrant Shares at the funding of the $10,000,000 for the purchase by Buyer of the Shares. Notwithstanding anything herein to the contrary, the Warrants may not be delivered by either exercised until the Company’s stockholders shall have approved the exercise of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereinWarrants. The exercise price of the Warrants shall equal 110% of the closing price of the Company’s Common Stock on the date of issuance (which shall be the date of the advance or funding for which the Warrant was issued.

Closings. Each Closing The initial closing of the purchase and sale of the Notes shall take place on the Advance Settlement Date date hereof at the offices of Xxxxxxx XxXxxxxxx LLP, Xxxxxx, Xxxxxxxxxxxxx 00000, at 10:00 a.m., Boston time, or at such other date, time and place as the Company and the Investors acquiring at least a majority of the aggregate principal amount of the Notes to be so purchased and sold shall mutually agree in accordance with writing (which time and place are referred to herein as the procedures set forth below“Initial Closing”). In connection with each At the Initial Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to each Investor purchasing a Note at the Initial Closing a Note for such Investor’s Note Amount, against payment by such Investor of such Investor’s Loan Amount by wire transfer or check. The Company may, at one or more additional closings (each, an “Additional Closing” and together with the Initial Closing, each, a “Closing”) on or prior to December 31, 2006 (or such other date as the Company and the Investors holding at least a written document (each a “Settlement Document”) setting forth: (i) majority of the aggregate principal amount of the Advance then outstanding Notes shall mutually agree), issue and sell all or any portion of the Notes not sold at the Initial Closing (taking into account the “Additional Notes”) to one or more persons or entities that become or an Investor party hereto by executing and delivering to the Company an Instrument of Accession in the form of Schedule 2 attached hereto (collectively, the “Additional Investors”). The issuance and sale of any adjustments Additional Note to any Additional Investor pursuant to this Section 2.1 above); (ii) 1.2 may be effected and consummated without obtaining the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each signature, consent or permission of any of the Trading Days during other Investors. The Additional Investors may include any existing Investor. If the Pricing Period); Company countersigns such Instrument of Accession and (iv) delivers such countersigned Instrument of Accession to such Additional Investor, then such Additional Investor at that time shall become an Investor party to this Agreement, shall become entitled to all of the number benefits that inure or apply to Investors under this Agreement, shall become bound by all of Shares the terms, provisions, restrictions and limitations that apply to Investors generally under this Agreement, shall be issued treated as an Investor for all purposes of this Agreement, the Additional Note sold to such Investor shall be deemed a Note for all purposes of this Agreement, and subscribed for in connection with Schedule 1 attached hereto shall be amended and supplemented to include such Additional Investor and such Additional Investor’s Note Amount. Any such Instrument of Accession executed by such Additional Investor and the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions Company shall thereupon become a part of this Agreement. The Settlement Document Company may require, as a condition precedent to its execution and delivery of any Instrument of Accession and its obligation to consummate any Additional Closing pursuant to this Section 1.2, that the Additional Investor who executed and delivered such Instrument of Accession to the Company and who wishes to purchase an Additional Note at such Additional Closing also execute and deliver to the Company instruments or certificates pursuant to which such Additional Investor shall make such additional representations and warranties (in addition to those to be in made and made by such Additional Investor by virtue of becoming an Investor party to this Agreement), and satisfy such conditions to closing, as the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each AdvanceCompany may reasonably request. At any Additional Closing, the Company shallshall deliver to each Additional Investor purchasing an Additional Note at such Additional Closing a Note for such Additional Investor’s Note Amount, against payment by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the such Additional Investor of such Additional Investor, confirm that it has obtained all permits and qualifications’s Loan Amount by wire transfer or check. Each Additional Closing, if any, required for the issuance shall occur on such date and transfer of the Shares applicable to at such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects time as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and those Additional Investors who are purchasing Additional Notes at such Additional Closing shall mutually agree. Each Additional Closing shall take place by facsimile transmission of executed copies of the Investor shall deliver documents contemplated hereby to the otheroffices of Xxxxxxx XxXxxxxxx XXX, as applicableXxxxxx, all documentsXxxxxxxxxxxxx 00000, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereinAttention: Xxxxxx X. Xxxxx, Esq., Facsimile: (000) 000-0000.

Closings. Each Closing shall take place on From time to time after the Advance Settlement Date in accordance date hereof, the Company’s special counsel will negotiate directly with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration holders of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document Company’s account payables (each a “Settlement DocumentA/P Holders”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer purpose of entering into letter agreements with such account payables for the Shares applicable to such Advance, or shall have the availability settlement of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed amounts owed by the Company (as may be reduced according to the terms each, a “Settlement Agreement”). Upon receipt of this Agreement); divided by (ii) the Purchase Priceone or more Settlement Agreements, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agentnotify the Purchaser and provide a list of A/P holders and the related Settlement Agreements. After reviewing such list, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery the Purchaser shall notify the Company as to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable Settlement Agreements it wishes to such Advance. No fractional shares shall be issued, incorporate into this Agreement and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor each Purchaser, severally and not jointly, shall deliver mutually agree to the othertiming and amount of a Closing and the schedule of payments pursuant to the Settlement Agreements acceptable to the Company and each Purchaser. The list of accepted Settlement Agreements (“Accepted Settlement Agreements”) shall be set forth on Annex A attached hereto, which shall be amended from time to time upon mutual consent of the parties. Annex A, as applicableamended from time to time, shall be incorporated by reference into this Agreement. Until the Company and each Purchaser agree to a list of Accepted Settlement Agreements, neither party shall be bound hereunder to make any payment in respect of a Settlement Agreement or issue Preferred Stock unless and until such Settlement Agreement has become an Accepted Settlement Agreement. On each Closing Date, upon the terms and subject to the conditions set forth herein, in consideration for agreeing to pay to the A/P Holders the amounts set forth in the Accepted Settlement Agreements when due and payable, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, a number of shares of Preferred Stock equal to, as to a Purchaser, the aggregate face amount of account payables subject to all documentsAccepted Settlement Agreements, instruments divided by 0.90. Upon satisfaction of the covenants and writings required to be delivered by either conditions set forth in Sections 2.2 and 2.3, each Closing shall occur at the offices of them pursuant to this Agreement in order to implement and effect EGS or such other location as the transactions contemplated hereinparties shall mutually agree.