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 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 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 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 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 (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 (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 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 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 the case of an Advance Notice submitted other than while any Promissory Note is outstanding, 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 hereto 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 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 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 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 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 (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 (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 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 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 (provided that, for the purposes of determining the daily VWAP for any Trading Day, the Parties may use only a specified period withing a Trading Day upon mutual consent). 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 Advance 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 case, 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 Investor shall pay to the Company the aggregate purchase price of the Advance Shares (as set forth in the Settlement Document and returning it Document) in cash in immediately available funds 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 an account 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 Datethe funds, the Company will, or will shall cause its transfer agent to, 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 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 tradableParties, registered shares in good deliverable form, covered by an effective Registration Statement pursuant and transmit notification to which the Investor that such share transfer has been requested, or that such transfer 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 required due to the Investor, certificates, registered in the name prior delivery of the Investor or its designees, representing the Shares applicable irrevocable instructions with respect to such AdvanceAdvance Notice. 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 Subject to Section 2.02(c), 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 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). (c) Notwithstanding any other provision of this Agreement, 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 such 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) 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 Advance 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 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 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. (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 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. On each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser participating in the applicable Closing, severally and not jointly, agrees to purchaser units (each, a “Unit”) for a price per unit of $1.00, consisting of one share Common Stock and a Warrant to purchase one share of Common Stock at a price per share of $3.00. The number of Units to be purchased by a Purchase at the applicable closing shall be set forth on such Purchaser’s signature page hereto; provided that no purchase of Units by a Purchaser in a closing shall consist of fewer than 50,000 Units, unless waived by the Company in its sole discretion. Each Closing Purchaser shall take place have delivered to the Escrow Agent pursuant to the instructions contained on Schedule 2.1, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the Advance Settlement Date in accordance with signature page hereto executed by such Purchaser. Upon the procedures exchange of items set forth below. In connection with each Closingin Section 2.2, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after Placement Agent may give notice to the expiration of the Pricing Period applicable with respect Escrow Agent to arrange an Advance Noticeinitial Closing. At any Closing hereunder, the Investor Company 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 Purchaser its respective Common Stock and Warrant, 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 other items set forth in Section 2.2 deliverable at the VWAP for each Closing. If the initial Closing is not in the Maximum Amount, subsequent closings may be held up to the sale of the Trading Days Maximum Amount. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, each Closing shall occur at such location as the parties shall mutually agree. Closings hereunder shall only be held during the Pricing Period); Offering 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 shall a Closing occur after 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 Termination 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 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 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 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, 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 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 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 (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. 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 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 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 tradableParties hereto, 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 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 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 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 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 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 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 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 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 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 (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 (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 (a) On the Initial Closing shall take place on Date, upon the Advance Settlement Date in accordance terms and subject to the conditions set forth herein, substantially concurrent with the procedures set forth below. In connection with each Closingexecution and delivery of this Agreement by the parties hereto as of the Initial Closing Date, the Company agrees to sell, and the Investor shall fulfill Purchasers, severally and not jointly, agree to purchase, not more than the Maximum Offering Amount of shares of Preferred Stock with an aggregate Stated Value for each of its obligations Purchaser equal to such Purchaser’s Subscription Amount as set forth below: on the signature page hereto executed by such Pxxxxxxxx, and Warrants as determined pursuant to Section 2.2(a) (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor “Initial Closing Amount”). Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount and the Company a written document (shall deliver to each a “Settlement Document”) setting forth: (i) the amount Purchaser its respective shares of the Advance (taking into account any adjustments Preferred Stock and Warrants 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 other items set forth in Section 2.2 deliverable at the Initial Closing (as supported by a report by Bloomberg L.P. indicating the VWAP for each defined below). Upon satisfaction 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 covenants and conditions set forth in Sections 2.2 and 2.3, the closing of this Agreement. The Settlement Document the Initial Closing Amount (the “Initial Closing”) shall be in occur at the form attached hereto offices of Company Counsel or such other location as Exhibit “B”the parties shall mutually agree on the Initial Closing Date. (b) Upon receipt In the event that shares of Preferred Stock with an aggregate Stated Value equal to the Settlement Document with respect to each AdvanceMaximum Offering Amount are not sold on the Initial Closing Date, 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 therefromright to conduct the Second Closing at any time on or prior to 5:00 p.m. (New York time) on May 15, and that 2024 (the sale and issuance of such Shares shall be legally permitted by all laws and regulations “Offering Termination Date”) pursuant to which the Company is subjectmay sell, and one or more investors who become “Purchasers” after the date hereof may, severally and not jointly, agree to purchase, shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a) in an aggregate amount up to the difference between the Maximum Offering Amount and the Initial Closing Amount (the “Second Closing Amount”). Execution of Each Purchaser shall deliver to the Settlement Document by Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount and the Company shall also be deemed a representation by deliver to each Purchaser its respective shares of Preferred Stock and Warrants as determined pursuant to Section 2.2(a), and the Company that all and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Second Closing (as defined below). Upon satisfaction of the covenants and conditions to an Advance under Article VII have been fully satisfied set forth in all material respects Sections 2.2 and 2.3, the closing of the Second Closing Amount (the “Second Closing”) shall occur at the offices of Company Counsel or such other location as of each Condition Satisfaction the parties shall mutually agree on the Second Closing Date. (c) On each Advance Settlement . From and after the Offering Termination Date, the Company will, or will cause its transfer agent to, electronically transfer such number shall not have the right to sell any additional shares 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 Preferred Stock pursuant to this Agreement in order to implement and effect the transactions contemplated hereinAgreement.

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 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 (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 Common Stock related to each Advance (each, a “Closing”) shall take place on the Advance applicable 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 a. On the expiration Settlement Date in respect of the Pricing Period applicable with respect to an Advance NoticeAdvance, 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 of Common Stock to be purchased by the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.04); (ii) , 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 lowest intraday sale price for the Common Stock 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 Investor shall be in pay to the form attached hereto as Exhibit “B”. (b) Upon receipt Company the aggregate purchase price of the Settlement Document with respect to each Advance, the Company shall, by promptly Common Stock (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 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 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 cash 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 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 has been requested. b. Notwithstanding anything to the Investorcontrary in this Agreement, certificatesif 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, registered in or (ii) the name of Company notifies the Investor or its designeesof a Black Out Period, representing the Shares applicable parties agree that the pending Advance shall end (the “Advance Halt”) and the final number of shares of Common Stock to be purchased by the Investor at the Closing for such Advance. No fractional shares Advance shall be issued, and any fractional amounts shall be rounded equal to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free shares of restrictive legendsCommon 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. (d) c. 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.

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 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 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 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. (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 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 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 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 (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) 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 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 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 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 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 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 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 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 The closing of the Pricing Period applicable with respect to an Advance Noticeinitial purchase and sale of the Notes shall be held at 12:00 Noon (New York time) on the Initial Funding Date, at the Investor shall deliver offices of White & Case, 1155 Avenue of the Americas, New York, New York, or at such other time and location as the parties may agree. Delivery of the Notes to the Company a written document (Purchasers hereunder shall be made on the Initial Funding Date against payment by the Purchasers as provided herein. On each a “Settlement Document”) setting forth: (i) Funding Date subsequent to the amount of the Advance (taking into account any adjustments pursuant Initial Funding Date, each Purchaser shall, 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 Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall set forth herein, make the Advance required to be in the form attached hereto made by such Purchaser on such date as Exhibit “B”provided herein. (b) Upon receipt of the Settlement Document with respect The Notes to be delivered to each AdvancePurchaser on the Initial Funding Date shall be appropriately completed to (i) be dated the Initial Funding Date, the Company shall, by promptly (and ii) be in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it a stated principal amount equal to the InvestorCommitment of such Purchaser, confirm that it has obtained all permits and qualifications(iii) mature on the Final Maturity Date, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom(iv) bear interest as provided in Section 2.5, and that (v) be entitled to the sale benefits of this Agreement and issuance of such Shares shall the other Purchase Documents. The Notes will 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 thereof (ior its nominee's name). (c) At the time of each Funding and at the time of the making of any payment of principal, interest or other amounts in respect of the Notes or this Agreement, each Purchaser will note in its internal records the amount of the Advance specified indebtedness of the Issuers to such Purchaser as a result thereof. Such internal records shall constitute prima facie evidence of the existence and amounts of the Advances and other Obligations therein noted; provided, however, that the failure of any Purchaser to make such notations, or any error therein, shall not in any manner affect the obligations of the Issuers to repay or pay the Advances made by such Advance Notice Purchaser hereunder and confirmed under the Notes in the Settlement Document signed by the Company (as may be reduced according to accordance with the terms of this Agreement); divided by (ii) Agreement and 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 legendsNotes. (d) On Subject to the terms and conditions hereof, no later than 12:00 Noon (New York time) on each Funding Date, each Purchaser will make available its pro rata portion of the aggregate amount of the Advances to be made on such date, in Dollars and in immediately available funds at the Payment Office of the Administrative Agent, and the Administrative Agent will transfer the aggregate of the amounts so made available by the Purchasers, net of fees and costs payable to the Purchasers, to or to the order of the relevant Issuer or Issuers pursuant to wire instructions provided to the Administrative Agent not later than three Business Days prior to the Advance Settlement Funding Date, each . (e) Unless the Administrative Agent shall have been notified by any Purchaser prior to the date of a Funding that such Purchaser does not intend to make available to the Administrative Agent such Purchaser's portion of the Company Advances to be made on such date, the Administrative Agent may assume that such Purchaser has made or will make such amount available to the Administrative Agent on such date and the Investor Administrative Agent may (but shall deliver have no obligation to), in reliance upon such assumption, make available to the otherrelevant Issuer or Issuers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Purchaser, the Administrative Agent shall be entitled to recover such corresponding amount from such Purchaser on demand. If such Purchaser does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the relevant Issuer or Issuers and the relevant Issuer or Issuers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Purchaser or the Issuers, as applicablethe case may be, all documentsinterest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the relevant Issuer or Issuers until the date such corresponding amount is recovered by the Administrative Agent, instruments at a rate per annum equal to (i) if such amount is recovered from such Purchaser, the cost to the Administrative Agent of acquiring overnight federal funds at the then applicable rate, and writings required (ii) if such amount is recovered from the Issuers, the then applicable rate of interest as provided herein. Nothing in this Section 2.3 shall be deemed to be delivered relieve any Purchaser from its obligation to fund its Commitment hereunder or to prejudice any rights which the relevant Issuer or Issuers may have against any Purchaser as a result of any failure by either of them pursuant such Purchaser to this Agreement in order to implement and effect the transactions contemplated hereinmake an Advance hereunder.

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 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 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 other than after the occurrence of an event set forth in Section 3.01(a)(iii), 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 occurrence of an event set forth in Section 3.01(a)(iii), as an offset of amounts owed under the Promissory Notes or in respect of the Investor Commitment Fee, as applicable, as described in Section 3.01(a)(iii) or its designeesSection 3.01(b), representing the Shares applicable to such Advanceas applicable. 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 (x) 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 (y) 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 issuance and subscription 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 Subscription 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 Subscription 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 subscribed to the Advance Investor (taking into account any adjustments pursuant to Section 2.1 above2.01); (ii) the Purchase Price; (iii) , the Market Price (as supported Price, the Subscription Price, the 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 final number of Shares to be subscribed to by the Investor at the Closing for such Advance shall equal the sum of (i) the Adjusted Advance Amount for which Shares shall be in subscribed to at the form attached hereto Subscription Price, plus (ii) the aggregate number of Additional Shares elected to be subscribed to the Investor on Excluded Days during such Pricing Period (as Exhibit “B”contemplated by Section 2.01(d)(ii)) which shall be subscribed to at the applicable MAP. (b) Upon receipt delivery of the Settlement Document with respect to each AdvanceDocument, 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 Investor shall pay to the Investor, confirm that it has obtained all permits and qualifications, if any, required for Company the issuance and transfer subscription 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 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 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 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 cash 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 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 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). Promptly after receipt of the Settlement Document and the subscription price with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company will issue the shares, and will, or will cause its transfer agent to, electronically transfer such number of Shares to be subscribed to by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. (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 hereinherein (notably any KYC documents). (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 subscribed to 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 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 (a) The closing of the transactions contemplated hereby (the "Closing") shall take place occur on the Advance Settlement Date date hereof, at the offices of counsel to EIS in accordance with New York, New York, or such other place as the procedures parties may agree. (b) As a condition of the Closing of the transactions contemplated hereby, the Company shall produce its certificate of incorporation and by-laws for review and approval (which approval shall not be unreasonably withheld) by EIS. (c) At the Closing, (x) the Company shall issue and sell to EIS, and EIS shall purchase from the Company, upon the terms and subject to the conditions set forth below. In connection with each herein, for an aggregate purchase price of $2,985,000, 199,000 shares of Common Stock and (y) the Company shall issue and sell to Bioject, and Bioject shall purchase from the Company, upon the terms and conditions set forth herein, for an aggregate purchase price of $12,015,000, 801,000 shares of Common Stock. (d) At the Closing, the Company parties hereto shall execute and the Investor shall fulfill deliver to each of its obligations other, as set forth belowapplicable: (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 certificates in respect of the Advance (taking into account any adjustments pursuant to Section 2.1 Common Stock described above); (ii) the Purchase PriceRegistration Rights Agreement (together with this Agreement, the "Newco Transaction Documents"); and (iii2) certificates as to the Market Price (incumbency of the officers executing the Newco Transaction Documents and such other matters as supported shall be customary for transactions of this type and as may be reasonably requested 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 parties hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advanceother. In addition, 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 tradableClosing, 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 be delivered to the InvestorPurchasers an opinion of counsel, 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 a form reasonably satisfactory 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 Purchasers, covering the Advance Settlement Date, each due authority of the Company and the Investor shall deliver to due authorization of the otherNewco Transaction Documents, the due issuance of the Securities, no violations of law or charter documents and other customary matters, which opinion may contain customary exceptions. (e) The Shares will be issued under an exemption or exemptions from registration under the Securities Act; accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT UNDER ANY CIRCUMSTANCES BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. The Common Stock is afforded the rights and benefits as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement described in order to implement and effect the transactions contemplated hereinRegistration Rights Agreement.

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 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 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 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 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) the amount of forth 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 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 adjusted Advance (taking into account any adjustments pursuant to Section 2.01) 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) 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 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 Shares shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant Statement), 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 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 of Common Stock shall be issued, and any fractional amounts shall be rounded to the next higher nearest whole number of Sharesshares. Any certificates evidencing Shares Common Stock delivered pursuant hereto (other than any Commitment Fee Shares) shall be free of restrictive legends. To facilitate the transfer of the shares of Common Stock (other than any Commitment Fee Shares) by the Investor, such shares of Common Stock will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Stock. Upon the request of the Investor at any time at which there is an effective Registration Statement covering the Commitment Fee Shares and subject to applicable law, the Company will use its commercially reasonable efforts to assist the Investor in exchanging the original stock certificate evidencing the Commitment Fee Shares for a certificate free of restrictive legends. (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 The first closing of the purchase and sale of the Series A Preferred Stock (the "First Closing") and subsequent closings of the purchase and sale of the Series A Preferred Stock (each a "Subsequent Closing" and collectively, the "Subsequent Closings") shall take place in New York, New York at the offices of Reboul, MacMurray, Hxxxxx, Xxxxxxx & Kristol. The First Closing shall take place on a date no later than one week after the Advance Settlement Date in accordance with Company's 2001 annual stockholders meeting (the procedures set forth below. In connection with each Closing, "First Closing Date") or at such other place and time as the Company and the Investors may otherwise agree. Each Subsequent Closing shall take place from time to time at the election of an 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 or Investors upon no less than five days notice to the Company a written document (each a “Settlement Document”) setting forth: "Subsequent Closing Date"); provided, however, that no Subsequent Closing may take place after the earlier to occur of (i) the amount first anniversary of the Advance (taking into account any adjustments pursuant to Section 2.1 above); First Closing and (ii) the Purchase Price; (iii) thirtieth day following the Market Price (date as supported by a report by Bloomberg L.P. indicating the VWAP for each of which an aggregate of two-thirds of the Trading Days during shares of Series A Preferred Stock to be purchased in the Pricing Period); and (iv) Subsequent Closings have been purchased. At each closing, the Company will deliver to the Investors certificates evidencing the number of Shares shares of Series A Preferred Stock set forth on Annex I or Annex II, as the case may be, to be issued and subscribed for in connection with purchased 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”. (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) closing against payment of the Purchase Price in same day funds purchase price as set forth on Annex I or Annex II, as the case may be. To the extent that an Investor elects not to an account designated by purchase 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, shares of Series A Preferred Stock 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 Datefinal Subsequent Closing, each then the other Investors shall have the right to purchase their pro rate percentage of such shares (based upon the number of shares purchased at the First Closing) from the Company and within ten days following 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 hereinfinal Subsequent Closing.

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 substantially 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 (taking into account any adjustments pursuant to Section 2.1 above); (ii) Investor, the applicable Option 1 Market Price or Option 2 Market Price, the applicable Option 1 Purchase Price or Option 2 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 Option 1 Pricing Period or Option 2 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 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 Option 1 Purchase Price or Option 2 Purchase Price, as Exhibit “B”applicable, plus (ii) the aggregate number of Additional Shares elected to be purchased by the Investor on Excluded Days during such Pricing Period (as 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, in any event, not later than one Trading Day after such receipt), the Investor shall pay to the Company the aggregate purchase price of the Shares (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested. Promptly upon receipt of the funds 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 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 initiated. 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). (c) Notwithstanding Section 2.02(b), the certificate(s) or book-entry statement(s) representing the Commitment Fee Shares issued prior to the date the Registration Statement is declared effective by the SEC, except as set forth below, shall bear a restrictive legend in substantially the following form (and stop transfer instructions may be placed against transfer of the Commitment Fee Shares): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO AN OPINION OF COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR 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) Notwithstanding anything to the contrary in this Agreement, if on any day during the applicable Option 1 Pricing Period or Option 2 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 The Initial Closing of the purchase and sale of the Units to be acquired by the Subscribers from the Company under this Agreement shall take place at such time as Subscribers have executed this Agreement to purchase an amount as mutually agreed by the Company and the Placement Agent (which amount shall not include the Note Exchange pursuant to the terms of Section 1.2(c) hereof), and all of the conditions applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). After the Initial Closing, the Company may conduct any number of additional closings at any time (each, an “Additional Closing” and, together with the Initial Closing, a “Closing”) so long as the final Additional Closing occurs on or before the Termination Date. Subject to all conditions to Closing having been satisfied or waived, each Closing shall take place at such time and place as the parties shall agree (a “Closing Date”). For purposes of this Agreement, a “business day” means a day (A) other than Saturday or Sunday and (B) on which commercial banks are open for business in New York City, New York. Closing of the Advance Settlement Date Offering of the Units shall occur 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 manner: (a) Within one (1) Trading Day after The Escrow Agent shall upon notice of a Closing Date jointly from the expiration of Company and the Pricing Period applicable with respect to an Advance NoticePlacement Agent, the Investor shall deliver release to the Company a written document (each a “Settlement Document”) setting forth: (i) or its designees the amount proceeds 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 Offering in connection accordance 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”Payment Instructions. (b) Upon receipt of the Settlement Document with respect to Within five (5) business days after each AdvanceClosing Date, 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 irrevocably instruct its transfer agent to deliver to the InvestorSubscriber one or more stock certificates bearing the restrictive legends described herein, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer evidencing such number of the Shares applicable equal 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 5,000 multiplied by the Company shall also be deemed a representation by number of Units the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects Subscriber is purchasing as of each Condition Satisfaction Dateis set forth on Subscriber’s signature page hereto. (c) On Within five (5) business days after each Advance Settlement Closing Date, the Company willshall prepare and deliver to the Subscriber one or more Warrants, or will cause its transfer agent towhich is attached as Exhibit D to the Memorandum, electronically transfer evidencing 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 Warrants equal to 2,500 multiplied 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 legendsUnits the Subscriber is purchasing as is set forth on Subscriber’s signature page hereto. (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 Initial Closing shall take place on Date, upon the Advance Settlement Date in accordance with terms and subject to the procedures conditions set forth below. In connection with each Closingherein, the Company agrees to sell, and the Investor shall fulfill Purchasers, severally and not jointly, agree to purchase, an aggregate of $1,650,000 of shares of Preferred Stock (the “Initial Closing Amount”) with an aggregate Stated Value for each of its obligations Purchaser equal to such Purchaser’s Subscription Amount attributable to the Initial Closing as set forth below: (a) Within one (1) Trading Day after on the expiration of signature page hereto executed by such Purchaser, and Warrants as determined by pursuant to Section 2.2(a). Prior to the Pricing Period applicable with respect to an Advance NoticeInitial Closing Date, the Investor each Purchaser shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) Escrow Agent, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount attributable to the amount Initial Closing as set forth on the signature page hereto executed by such Purchaser. Upon satisfaction of the Advance (taking into account covenants and conditions set forth in Sections 2.2 and 2.3, on the Initial Closing Date, the Purchasers shall deliver to the Escrow Agent an escrow release notice with respect to the release and disbursement of the Initial Closing Amount, minus any adjustments fees or expenses payable by the Company pursuant to Section 2.1 above5.2, to the Company. The Company shall then deliver to each Purchaser its respective shares of Preferred Stock and Warrants, as determined pursuant to Section 2.2(a); (ii) , and the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for Company and each Purchaser. Upon satisfaction 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 covenants and conditions set forth in Sections 2.2 and 2.3, the closing of this Agreement. The Settlement Document the Initial Closing Amount (the “Initial Closing”) shall be in take place remotely by electronic transfer of the form attached hereto as Exhibit “B”Initial Closing documentation. (b) Upon receipt No later than five (5) Business Days prior to the date of the Settlement Document with respect shareholder meeting at which the Shareholder Approval is sought, each Purchaser shall deliver to each Advancethe Escrow Agent, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount attributable to the Second Closing as set forth on the signature page hereto executed by such Purchaser. On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company shallagrees to sell, by promptly and the Purchasers, severally and not jointly, agree to purchase, an aggregate of an additional $1,650,000 of shares of Preferred Stock (and in any event not later than one (1the “Second Closing Amount”) Trading Day after receipt) signing the Settlement Document and returning it with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount attributable to the Investor, confirm that it has obtained all permits and qualifications, if any, required for Second Closing as set forth on the issuance and transfer of the Shares applicable to signature page hereto executed by such Advance, or shall have the availability of exemptions therefromPurchaser, and that Warrants as determined by pursuant to Section 2.2(a). On the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which Shareholder Approval Date, the Company is subject. Execution of the Settlement Document Second Closing Amount, minus any fees or expenses payable by the Company pursuant to Section 5.2, shall also be deemed a representation by delivered to the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as accordance with the terms of each Condition Satisfaction Date. (c) the Escrow Agreement. On each Advance Settlement the Second Closing Date, the Company willshall deliver to each Purchaser its respective shares of Preferred Stock and Warrants, 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 determined 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 issuedSection 2.2(a), 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 shall deliver to the otherother items set forth in Section 2.2 deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, as applicable, all documents, instruments and writings required to be delivered the closing of the Second Closing Amount (the “Second Closing”) shall take place remotely by either electronic transfer of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereinInitial Closing documentation.

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 preceding sentence.” 4. Amendment 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 Section 5 of the Purchase Price Agreement. Effective as of the date hereof, and pursuant to Section 6.11 of the Purchase Agreement, the first paragraph of Section 5 and Sections 5.1 and 5.2 of the Purchase Agreement are hereby amended and restated in same day funds their entirety to an account designated by read as follows: “Conditions of the Company’s Obligations at the Closing. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then The obligations of the Company shall cause its transfer agent, on at the Closing or a Subsequent Closing to each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery Investor under this Agreement are subject to the Investor, certificates, registered in fulfillment on or before the name Closing or such Subsequent Closing 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 following conditions by each Investor participating in 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.Closing or such Subsequent Closing:

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 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 (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 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 for Period in connection accordance 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 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 an Advance Notice submitted while the Investor or its designeesPromissory Note is outstanding, 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, 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 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 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 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) 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 (a) Closing of the Option. (i) The closing of the purchase of the Option Shares by Holder (the "CLOSING") shall take place occur at the Administrative Office of the Company on the Advance Settlement Date date (the "CLOSING DATE") that shall be determined as follows (but in any event at least three (3) Business Days prior to the Maturity Date) or, if later, the date that is twenty (20) Business Days after the Fair Market Value of the Company has been determined 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:Section 2(f): (aA) Within one (1) Trading Day after If 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 Option Exercise Notice is delivered by Holder pursuant to Section 2.1 above); (ii2(b) and the Purchase Price; (iii) Potential Termination Event is an IPO or a Qualifying Private Placement, 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 Closing shall occur concurrently with the applicable Advance (which in no event will be greater than the Ownership Limitation closing of such IPO or the Registration Limitation)Qualifying Private Placement, 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”applicable. (bB) Upon receipt If the Option Exercise Notice is delivered by Holder pursuant to Section 2(b) and the Potential Termination Event is the Restructuring, the Closing shall occur concurrently with the closing 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 DateRestructuring. (cC) On each Advance Settlement DateIf the Option Exercise Notice is delivered by Holder pursuant to Section 2(b) and the Potential Termination Event is a Reorganization Event, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in Closing shall occur concurrently with the name closing 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 legendsReorganization Event. (dD) On If the Option Exercise Notice is delivered by Holder pursuant to Section 2(b) and the Potential Termination Event is the prepayment of the Note in full, the Closing shall occur on or before the date that is three (3) Business Days prior to the Advance Settlement Datedate of such prepayment. (E) If the Option Exercise Notice is delivered by Holder pursuant to Section 2(c), each the Closing shall occur on the date that is twenty (20) Business Days after the Fair Market Value 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 has been determined in order to implement and effect the transactions contemplated hereinaccordance with Section 2(f).