Common use of Closings Clause in Contracts

Closings. (a) The closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, on the date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not been

Closings. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase at the Per Share Purchase Price (a) The the Shares set forth opposite such Purchaser’s name on Exhibit A-1 at a closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Initial Closing”) shall to take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City a.m. (Eastern time, ) on the later to occur of (i) the twelfth Trading Day after the date set forth in Section 2.01(ahereof and (ii) the first Trading Day following the satisfaction or waiver of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 2.3 of this Agreement (excluding other than those conditions that by their nature are to be satisfied at the Principal Initial Closing, but subject to satisfaction or waiver thereof) and (b) the satisfaction orShares set forth opposite such Purchaser’s name on Exhibit A-2 at a closing (the “Second Closing” and, together with the Initial Closing, each a “Closing”) to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held take place at 10:00 A.M., New York City a.m. (Eastern time, ) on the second business day third Trading Day following the satisfaction (or, to the extent permitted, waiver) or waiver of the conditions set forth in Sections 5.01 and 5.02 Section 2.3 of this Agreement (excluding other than those conditions that by their nature are to be satisfied at the Principal Second Closing, but subject to satisfaction or waiver thereof). The date on which the satisfaction or, Initial Closing is to the extent permitted, waiver of such conditions at the Principal Closing) (occur is referred to herein as the “Principal Initial Closing Date”) or at such other place ” and time the date on which the Second Closing is to occur is referred to herein as the parties hereto “Second Closing Date.” The Company and each Purchaser shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on deliver the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions other items set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied 2.2 deliverable at such Non-Principal Country Unit the Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The Closing shall occur at the offices of Company Counsel or such other location as the parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenshall mutually agree.

Closings. (a) The Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units Initial Shares (the “Principal Initial Closing”) shall take place at the offices will occur (1) by electronic exchange of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, documents at 10:00 A.M.a.m., New York City time, on a date which shall be no earlier than March 15, 2024 and no later than the date set forth in Section 2.01(athereafter that is three (3) of business days after the Disclosure Letter, satisfaction or at such other place and time as waiver (to the parties hereto shall mutually agree or as required extent permitted by applicable Law; provided that if ) of the conditions set forth in Section 5.01 or 5.02 1.2(d) hereof (excluding other than those conditions to that by their nature can only be satisfied at the Principal Initial Closing, but subject to the satisfaction oror waiver thereof); or (2) at such other date, to time or place as Purchaser and the extent permitted, waiver Company may mutually agree in writing after all of such conditions at the Principal Closing) shall not have been satisfied or waived (other than those conditions that by such datetheir nature can only be satisfied at the Initial Closing, then but subject to the Principal satisfaction or waiver thereof). The date on which the Initial Closing shall be held occurs is referred to in this Agreement as the “Initial Closing Date.” (b) Subject to the terms and conditions of this Agreement, the closing of the purchase of the Additional Shares (the “Additional Closing” and, together with the Initial Closing, each a “Closing”) will occur (1) by electronic exchange of documents at 10:00 A.M.a.m., New York City time, on the second a date which shall be no later than fifteen (15) business day following days after the satisfaction or waiver (or, to the extent permitted, waiverpermitted by applicable Law) of the conditions set forth in Sections 5.01 and 5.02 Section 1.2(f) hereof (excluding other than those conditions to that by their nature can only be satisfied at the Principal Additional Closing, but subject to the satisfaction oror waiver thereof); or (2) at such other date, to time or place as Purchaser and the extent permitted, waiver Company may mutually agree in writing after all of such conditions at the Principal Closing) have been satisfied or waived (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding than those conditions to that by their nature can only be satisfied at such Non-Principal Country Unit the Additional Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such datethereof). The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after date on which the Principal Closing. In Additional Closing occurs is referred to in this Agreement as the event that any Non-Principal Country Unit “Additional Closing does not occur contemporaneously Date”, and, together with the Principal Initial Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Date, each a “Closing have not beenDate”.

Closings. (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 Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units Shares (the “Principal Closing”or Pre-Funded Warrant) shall take place within two Business Days of the date hereof at such time that is mutually agreed upon by the Company and the 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 offices sole option of Cravaththe 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, Swaine & ▇▇▇▇▇ LLP in New Yorka “Subsequent Closing Date” and, New Yorktogether with the Initial Closing Date, the “Closing Date”), provided that the aggregate purchase price funded by the Purchasers at 10:00 A.M., New York City time, each Subsequent Closing is equal to at least $1,000,000. Each Purchaser’s Subscription Amount as set forth on the date signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares (or Pre-Funded Warrants) as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.01(a2.2 deliverable at the applicable Closing. (b) Upon satisfaction of the Disclosure Letter, or at such other place covenants and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 2.2 and 5.02 (excluding those conditions to be satisfied 2.3, the Closing shall occur at the Principal Closingoffices of Loeb or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, but settlement of the Shares shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the 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 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 defined in the Pre-Funded Warrants) delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day prior to the Closing Date, which may be delivered at any time after the time of execution of this Agreement, the Company agrees to deliver the applicable Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the satisfaction orClosing 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 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 Exchange Act) in excess of 9.99% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent permittedit would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, waiver shall be conditioned upon the issuance of such conditions Shares at the Principal Closing) (Closing to the “Principal Closing Date”) or at such other place and time as Purchasers signatory hereto. To the parties hereto shall mutually agree. The Principal Closing shall extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to occur and exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essencereduced as necessary in order to comply with this paragraph. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not been

Closings. (a) The On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, the initial closing of the sale and purchase and sale of the Transferred Assets relating to the Principal Country Units Purchased Shares and the assumption of the Assumed Liabilities relating to the Principal Country Units Warrants (the “Principal Initial Closing”) shall take place at the offices of Cravath, Swaine ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New YorkLLP, New York▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 A.M., New York City time, on the date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second first business day following after the satisfaction (or, to the extent permitted, waiver) day on which all of the conditions set forth in Sections 5.01 5.1 and 5.02 6.1 have been satisfied or waived (excluding those other than conditions which by their terms are to be satisfied at the Principal Initial Closing), but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other time and place and time as the parties hereto shall mutually Company and the Purchasers may agree. The Principal date on which the Initial Closing shall be deemed is to occur is herein referred to as the “Initial Closing Date.” At the Initial Closing, the Company will deliver the Purchased Shares and be effective the Warrants being acquired by each Purchaser at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is Initial Closing in the form of one or more certificates issued in such Purchaser’s name upon receipt by the Company of payment of the essencefull purchase price to be paid at the Initial Closing therefor by or on behalf of such Purchaser to the Company by certified check or by wire transfer of immediately available funds to an account designated in writing by the Company. (b) Each Non-Principal Country Unit Closing will occur on On the Principal Closing Date so long as terms and subject to the satisfaction or waiver of the conditions set forth in Section 5.03 this Agreement, the subsequent closing of the sale and purchase of the Purchased Shares and the Warrants (the “Subsequent Closing” and collectively with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit the Initial Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing“Closings”) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 A.M., on the first business day after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because day on which all of the conditions set forth in Section 5.03 with respect Sections 5.2 and 6.2 have been satisfied or waived (other than conditions which by their terms are to be satisfied at the Subsequent Closing), or such Non-Principal Country Unit other time and place as the Company and the Purchasers may agree. The date on which the Subsequent Closing have not beenis to occur is herein referred to as the “Subsequent Closing Date.” At the Subsequent Closing, the Company will deliver the Purchased Shares and the Warrants being acquired by each Purchaser at the Subsequent Closing in the form of one or more certificates issued in such Purchaser’s name upon receipt by the Company of payment of the full purchase price to be paid at the Subsequent Closing therefor by or on behalf of such Purchaser to the Company by certified check or by wire transfer of immediately available funds to an account designated in writing by the Company.

Closings. (a) The closing of the purchase sales and sale of the Transferred Assets relating issuances referred to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units in -------- Section 1.1 (the “Principal Closing”a) shall take place at 10:00 A.M. at the offices office of Cravath, Swaine & ▇▇▇▇▇▇▇▇ LLP in New York▇▇▇▇ & Brandeis, New YorkLLP, at 10:00 A.M.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, New York City time▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ on the date set forth in Section 2.01(a) of the Disclosure LetterAugust 16, 1999, or at such other place time and time date as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto shall may mutually agree. The Principal Such time and date, as same may be adjourned, is sometimes hereinafter referred to as the "Initial Closing Date" or the "Initial Closing." Unless otherwise expressly set forth herein to the contrary, all references to the Initial Closing Date shall include the date of any Supplemental Initial Closing and all references to the Initial Closing shall be deemed to occur include any and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essenceall Supplemental Initial Closings. (b) Each Non-Principal Country Unit The sales and issuances referred to in Section 1.1(b) shall take place at 10 a.m. at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇ & Brandeis, LLP five (5) business days subsequent to the Company's delivery to Vector of the "Second Closing will occur on the Principal Closing Date so long Notice" (as the conditions that term is defined in Section 6.16 below), or at such other time and date as set forth in Section 5.03 with respect 6.16 below. Any such time and date, as same may be adjourned, is sometimes hereinafter referred to such Non-Principal Country Unit as the "Second Closing Date" or the "Second Closing". The Initial Closing Date and the Second Closing Date are sometimes hereinafter collectively referred to as the "Closing Date" or "Closing Dates," and the Initial Closing and the Second Closing are sometimes hereinafter collectively referred to as the "Closing" or "Closings." For the avoidance of doubt, the Investors shall have the right to effect the Second Closing at any time upon five (excluding those conditions to 5) "business days" (which shall be satisfied at such Non-Principal Country Unit Closing, but subject any day on which commercial banks are open for business in New York City) prior written notice to the satisfaction orCompany even if the "Gross Margin Milestone" (as that term is defined in Section 6.16 below) has not been satisfied, to provided that the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to Company has theretofore received the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously entire Initial Purchase Price from Investors in accordance with the Principal Closing because the conditions set forth in provisions of Section 5.03 with respect to such Non-Principal Country Unit Closing have not been1.2 above.

Closings. (a) The closing Subject to the satisfaction or waiver of the purchase and sale conditions to the obligations of the Transferred Assets relating parties set forth in Article VI, a closing to effectuate the Principal Country Units and the assumption consummation of the Assumed Liabilities relating to the Principal Country Units Initial Closing Date Transactions (the “Principal Initial Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, a.m. local time on the date set forth in Section 2.01(a) 10th day following the satisfaction or waiver of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if all the conditions set forth in Section 5.01 or 5.02 Sections 6.1 and 6.2 (excluding those other than conditions which, by their nature, are to be satisfied at the Principal Initial Closing, but subject to the satisfaction oror waiver of those conditions), provided, however, that if the Initial Closing otherwise would occur during the Blackout Period, then it shall instead be held on the first Business Day following the end of the Blackout Period, at the offices of ▇▇▇▇▇▇▇▇ Chance US LLP, 31 West 52nd Street, New York, New York, or at such other time or place as Campus and Purchaser may agree. The date on which the Initial Closing is to occur is sometimes referred to in this Agreement as the “Initial Closing Date.” (b) At the Initial Closing, (i) Campus and Purchaser shall execute and deliver counterparts of the Development Program Agreement, (ii) the parties shall execute and deliver (x) the documents expressly required to be executed and delivered hereunder and (y) such additional documents and other instruments as may be required or reasonably requested by any other party for the purpose of consummating the Initial Closing Date Transactions in accordance with the provisions of this Agreement, (iii) Purchaser shall make the payments required hereunder to be made on the Initial Closing Date, by wire transfers of immediately available funds in accordance with wire transfer instructions provided by Campus and (iv) Purchaser shall cause the Unit Consideration (as defined in Section 2.4(a)) to be delivered as set forth in Section 2.4(a). In no event shall the Consideration payable to Campus at the Initial Closing be less than the Retained Amount. (c) Subject to the extent permitted, satisfaction or waiver of such the conditions at to the Principal obligations of the parties set forth in Section 6.1 and 6.2(b) and to the provisions of Section 2.3(d), a closing to effectuate the consummation of the Other Transactions (the “Development Property Closing”) shall not have been satisfied or waived take place at 10:00 a.m. local time on the Development Property Closing Date set forth in the Development Property Closing Notice. The Development Property Closing Notice shall be delivered by such date, then Campus at least ten Business Days before the Principal Development Property Closing. The Development Property Closing and any Deferred Closing (as hereinafter defined) shall be held at 10:00 A.M.the offices of ▇▇▇▇▇▇▇▇ Chance US LLP, 31 West 52nd Street, New York City timeYork, New York, or at such other time and place as Campus and Purchaser may agree. (d) If on the second business day following Development Property Closing Date there shall be any Campus Development Property for which the conditions set forth in Section 6.1 and Section 6.2(b)(i) through (iv) are not satisfied or waived, and Purchaser elects not to acquire such Campus Development Property by written notice given to Campus, (i) that Campus Development Property and the Development Entity that owns it shall be excluded from the Development Property Closing, and (ii) if Campus elects to extend the Development Property Closing Termination Date pursuant to Section 6.2(b)(v), a closing with respect to the excluded Development Entity (a “Deferred Closing”) shall take place at 10:00 a.m. local time on a date (the “Deferred Closing Date”) specified in a notice given by Campus to Purchaser at least five Business Days in advance, which date shall be not more than 30 days after the satisfaction (or, to the extent permitted, waiver) or waiver of the conditions set forth in Sections 5.01 6.1 and 5.02 6.2(b)(i) through (excluding those conditions iv) for the excluded Campus Development Property and in no event shall be after the Development Property Closing Termination Date. (e) At the Development Property Closing and each Deferred Closing, (i) the parties shall execute and deliver such documents and other instruments as may be required or reasonably requested by any other party for the purpose of consummating the applicable Other Transactions in accordance with the provisions of this Agreement and (ii) Purchaser shall make the payments required hereunder to be satisfied at made on the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Development Property Closing Date”) Date or at such other place and time Deferred Closing Date, as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M.applicable, New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is by wire transfers of the essenceimmediately available funds in accordance with wire transfer instructions provide by Campus. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not been

Closings. (a) The closing Subject to prior termination of this Agreement by SBCW pursuant to Article XIV, the consummation of the purchase transfer and sale conveyance of the Transferred Assets relating to Subleased Interests and other transactions contemplated by this Agreement shall occur in multiple closings (individually, a "Closing", and collectively, the Principal Country Units "Closings"), and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) each such Closing shall take place at the offices of Cravath, Swaine King & ▇▇▇▇▇▇▇▇, ▇▇▇▇ LLP in New YorkAvenue of the Americas, New York▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M.such times and on such dates (each, New York City timethe "Closing Date") as contemplated under Sections (b) and (c) below and as modified pursuant to the terms hereof (the "Closing Schedule"). (b) Notwithstanding anything to the contrary contained herein, on the date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto acknowledge and agree that each Closing shall mutually agree or as required by applicable Law; provided that if be subject to the provisions of Articles XI and XII of this Agreement and shall take place after all the conditions set forth in Section 5.01 such Articles XI and XII have been satisfied or 5.02 waived. The parties further acknowledge that the initial Closing (excluding those conditions to be satisfied at the Principal "Initial Closing") shall take place on October 10, 2000 (or, so long as the parties have been diligently pursuing the Initial Closing, but such later date as the parties shall mutually agree), subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 Articles XI and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) XII or at on such other place and time date as the parties hereto shall mutually agree. The Principal may agree (the "Initial Closing Date"), and thereafter each Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, take place on the date thereof. Buyer and Seller specifically acknowledge that time is last day of the essencecalendar month during which the determination is made that such Site is ready to close as provided in the Closing Schedule; provided, however, that in no event shall the Final Closing (the "Final Closing") occur later than the date which is eighteen (18) months after the Effective Date (the "Final Closing Date"). (bc) Each Non-Principal Country Unit The parties shall use commercially reasonable efforts to include in each Closing will occur on at least two hundred fifty (250) Sites, whether as an Included Site or Excluded Site, including, without limitation, any Sites deferred pursuant to Section 4.6 from the Principal previous Closings. (d) SBCW shall provide to TowerCo a list of Sites ("Closing Sites") to be included in a particular Closing, and any changes to Annex A or the Disclosure Schedule with respect to those Sites, sufficiently in advance of the applicable Closing Date so long as such that, taking into account the number of Closing Sites, TowerCo will be able, with the exercise of reasonable diligence, to review the information included on such list (including any matters shown in, or any changes to, Annex A or the Disclosure Schedule), to determine whether the conditions set forth in Section 5.03 Article XII of this Agreement have been satisfied (including any required Ground Lessor Consents) with respect to the Closing Sites and to prepare with respect to such Non-Principal Country Unit Sites those portions of the Site Designation Supplements which TowerCo is obligated to prepare, in each case prior to such Closing (excluding those conditions Date. In addition, the parties shall, promptly after the date hereof, use good faith efforts to be satisfied at such Non-Principal Country Unit Closingagree on procedures to effect an orderly transition in the operation and maintenance of the Sites from SBCW or the applicable Sublessor Entity to TowerCo. Notwithstanding the foregoing, but the parties agree to use their good faith efforts to consummate the transactions contemplated by this Agreement as expeditiously as reasonably possible, subject to the satisfaction or, to the extent permitted, waiver provisions of such conditions at such Non-Principal Country Unit ClosingSection 4.1(b) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenof this Agreement.

Closings. (a) The closing Subject to the terms and conditions of this Agreement, the initial purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) Shares contemplated hereby shall take place at a closing (the “Initial Closing”) to be held no later than two Business Days after the last of the conditions to Closing set forth in Article V have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), remotely by electronic mail and/or facsimile/at the offices of Cravath, Swaine ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP in New YorkLLP, New York▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, at 10:00 A.M.▇▇▇▇▇ ▇▇▇▇, New York City time▇▇▇ ▇▇▇▇▇▇▇, on the date set forth in Section 2.01(a) of the Disclosure Letter▇▇ ▇▇▇▇▇, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of on such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) other date or at such other place and time or by such other method as the parties hereto Company and Investor may mutually agree upon in writing (the day on which any Closing takes place being the “Closing Date”). In the event there is more than one closing, the term “Closing” shall mutually agree. The Principal Closing shall be deemed apply to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essenceeach such closing unless otherwise specified. (b) Each Non-Principal Country Unit Closing will occur on Pursuant to the Principal Closing Date so long as terms of an escrow deposit agreement dated prior to the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit date of this Agreement between the Company, the Escrow Agent and the Placement Agent, the Escrow Agent shall hold any and all escrow funds for the benefit of the Company until the applicable Closing, but subject to whereupon the satisfaction or, to Escrow Agent shall release the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closingfunds as designated in writing by the Company. (c) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event a prospective Investor’s subscription is rejected by the Company, which each prospective Investor hereby acknowledges the Company may do at any time, in whole or in part, for any reason or no reason, in the Company’s sole and absolute discretion, then such prospective Investor’s funds in escrow, if any, with regard to such rejected subscription (or portion thereof) shall be promptly returned to such prospective Investor without interest or deduction. Further, in the event the Initial Closing has not occurred by June 30, 2023, which date may be extended up to 15 days by the Company, in its sole discretion and with or without notice to prospective Investors, or otherwise are held in escrow more than 60 days, then any funds of a prospective Investor that any Non-Principal Country Unit Closing does not occur contemporaneously are in escrow will be promptly returned to such prospective Investor, without interest or deduction, upon such prospective Investor’s written request to the Company for the same. Any unaccepted subscription amount(s) shall be returned to the same account from which such amount(s) were received (or, if the Company and the Placement Agent so determine, to such other account or in such other manner as the Company and the Placement Agreement may mutually agree upon with the Principal Closing because the conditions set forth in Section 5.03 with respect Person to such Non-Principal Country Unit Closing have not beenwhom an amount is being returned).

Closings. (a) The closing There shall be two separate closings of the purchase and sale transactions contemplated by the Purchase Agreement. The first such closing (the "First Closing") of the Transferred Assets relating transactions contemplated in the Purchase Agreement with respect to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) Station WOKR-TV shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M.a.m., New York City time, on the date set forth in Section 2.01(ahereof (such time and date being referred to herein as the "First Closing Date"). The closing (the "Second Closing") of the Disclosure Letter, or at such other transactions contemplated in the Purchase Agreement shall take place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M.a.m., New York City time, on April 30, 1999 (such time and date being referred to herein as the second business day following the satisfaction ("Second Closing Date"), or, to the extent permitted, waiver) of if the conditions to Closing set forth in Sections 5.01 Articles 6 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is 7 of the essence. Purchase Agreement have not been satisfied or waived by April 30, 1999 (bafter giving effect to any modifications thereto contained in this Modification Agreement), as soon (but not less than two Business Days) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long thereafter as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to Article 6 and 7 of the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) Purchase Agreement have been satisfied oror waived (after giving effect to any modifications thereto contained in this Modification Agreement). At the First Closing, the Company will convey, assign, transfer and deliver certain of the Assets (as defined in the Purchase Agreement) relating to Station WOKR-TV to CNYN and the extent permittedPurchaser (the "WOKR Assets") and the Purchaser and CNYN shall assume and agree to perform and fully discharge when due all of the Assumed Liabilities (as defined in the Purchase Agreement) arising out of or relating to Station WOKR-TV (the "WOKR Assumed Liabilities"). At the Second Closing, waived by such date. The parties hereto expect that one or more the Company will sell, convey, assign, transfer and deliver all of the Assets other than the WOKR Assets (the "Non-Principal Country Unit Closings may take place after WOKR Assets") and the Principal Closing. In Purchaser shall assume and agree to perform and fully discharge when due all of the event that any Non-Principal Country Unit Closing does not occur contemporaneously with Assumed Liabilities other than the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenWOKR Assumed Liabilities.

Closings. (a) The closing consummation of the sale and purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units First Tranche Company Shares (the “Principal First Closing”) shall take place at via the offices electronic exchange of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, documents on the date set forth in Section 2.01(a(the “First Closing Date”) that is (i) the third (3rd) Business Day following the day on which the last of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 Sections 8.01(a), 8.01(b) and 8.02 (excluding other than those conditions that by their nature are to be satisfied at the Principal Closing, First Closing but subject to the satisfaction or, to the extent permittedpermitted by applicable Law, waiver of all such conditions at as of the Principal First Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permittedpermitted by applicable Law, waiverwaived in accordance with this Agreement or (ii) as mutually agreed upon by the Parties. (b) The consummation of the sale and purchase of the Second Tranche Company Shares (the “Second Closing”) shall take place via the electronic exchange of documents on the date (the “Second Closing Date”) that is (i) the third (3rd) Business Day following the day on which the last of the conditions set forth in Sections 5.01 8.01(a), 8.01(c) and 5.02 8.02 (excluding other than those conditions that by their nature are to be satisfied at the Principal Closing, Second Closing but subject to the satisfaction or, to the extent permittedpermitted by applicable Law, waiver of all such conditions at as of the Principal Second Closing) have been satisfied or, to the extent permitted by applicable Law, waived in accordance with this Agreement or (ii) as mutually agreed upon by the Parties. (c) The consummation of the sale and purchase of the Third Tranche Company Shares (the “Principal Third Closing”) shall take place via the electronic exchange of documents on the date (the “Third Closing Date”) or at such other place and time as that is (i) the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, third (3rd) Business Day following the day on which the date thereof. Buyer and Seller specifically acknowledge that time is last of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing Sections 8.01(a), 8.01(d) and 8.02 (excluding other than those conditions that by their nature are to be satisfied at such Non-Principal Country Unit Closing, the Third Closing but subject to the satisfaction or, to the extent permittedpermitted by applicable Law, waiver of all such conditions at such Non-Principal Country Unit as of the Third Closing) have been satisfied or, to the extent permittedpermitted by applicable Law, waived in accordance with this Agreement or (ii) as mutually agreed upon by such date. the Parties. (d) The parties hereto expect that one or more Non-Principal Country Unit Closings may consummation of the sale and purchase of the Fourth Tranche Company Shares (the “Fourth Closing” and, together with the First Closing, the Second Closing and the Third Closing, each a “Closing” and, collectively, the “Closings”) shall take place after via the Principal Closing. In electronic exchange of documents on the event that any Non-Principal Country Unit date (the “Fourth Closing does not occur contemporaneously Date” and, together with the Principal First Closing because Date, the Second Closing Date and the Third Closing Date, each a “Closing Date”) that is (i) the third (3rd) Business Day following the day on which the last of the conditions set forth in Section 5.03 Sections 8.01(a), 8.01(e) and 8.02 (other than those conditions that by their nature are to be satisfied at the Fourth Closing but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of all such conditions as of the Fourth Closing) have been satisfied or, to the extent permitted by applicable Law, waived in accordance with respect to such Non-Principal Country Unit Closing have not beenthis Agreement or (ii) as mutually agreed upon by the Parties.

Closings. (a) The closing purchase, sale and issuance of the purchase Stock shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing” and sale the date of each is referred to in this Agreement as a “Closing Date”). The Initial Closing shall take place at the offices of M▇▇▇▇▇, P▇▇▇▇▇ & P▇▇▇▇▇▇▇, LLP, 6▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other location as the parties shall mutually agree, no later than the second Business Day following the satisfaction or waiver of the Transferred Assets relating conditions provided in ARTICLE VIII and ARTICLE IX of this Agreement (other than conditions that, by their terms, are intended to be satisfied at the Closing, but subject to the Principal Country Units and the assumption satisfaction or waiver of the Assumed Liabilities relating to the Principal Country Units those conditions) (the “Principal Initial Closing Date”), but in no event later than the Initial Outside Closing Date. Following the Initial Closing, a subsequent closing (the “Subsequent Closing”) shall take place at the offices of CravathManatt, Swaine & P▇▇▇▇▇ LLP in New York& P▇▇▇▇▇▇▇, New YorkLLP, at 10:00 A.M.6▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, New York City time▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, on the date set forth in Section 2.01(a) of the Disclosure Letter▇▇ ▇▇▇▇▇, or at such other place and time location as the parties hereto shall mutually agree agree, no later than the second Business Day following the satisfaction or as required by applicable Law; provided that if waiver of the conditions set forth provided in Section 5.01 or 5.02 ARTICLE VIII and ARTICLE IX of this Agreement (excluding those other than conditions that, by their terms, are intended to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closingconditions), but subject to the satisfaction orin no event later than May 1, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence2025. (b) Each Non-Principal Country Unit If less than all of the Stock is sold and issued at the Initial Closing will occur on and the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Subsequent Closing, but then, subject to the satisfaction orterms and conditions of this Agreement, to the extent permitted, waiver of such conditions Company may sell and issue at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-additional closings (each, an “Additional Closing”) within ninety (90) days after the Initial Closing (the “Final Outside Closing Date”), to one or more Buyers or new purchasers (each, an “Additional Buyer”) approved by the Company’s Board of Directors, the number of shares of Stock as agreed to by the Company and such Buyer or Additional Buyer; provided, that (a) such subsequent sale is consummated prior to the Final Outside Closing Date, (b) each Additional Buyer shall become a party to this Agreement and the other Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents, (c) the aggregate number of shares of Stock sold pursuant to this Agreement does not exceed 1,723,989 and (d) it is permissible under the rules of the Principal Country Unit Closings may Trading Market. Any such sale and issuance in an Additional Closing shall be on the same terms and conditions as those contained herein. Each Additional Closing shall take place after at such date, time and place as shall be approved by the Principal ClosingCompany in its sole discretion. In The Schedule of Buyers attached to this Agreement shall be updated to reflect the event that any Non-Principal Country Unit number of shares of Stock purchased at each such Additional Closing does not occur contemporaneously with and the Principal Closing because the conditions set forth in Section 5.03 with respect to Buyer or Additional Buyer purchasing such Non-Principal Country Unit Closing have not beenStock.

Closings. (a) 2.3.1 The closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) Initial Closing shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, occur at 10:00 A.M., am (New York City time, ) on the such date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree may select, not later than the third Business Day after satisfaction or as required (to the extent permitted by applicable Law; provided that if law) waiver of the conditions set forth in Section 5.01 or 5.02 2.7 (excluding Conditions to the Initial Closing) (other than those conditions that by their terms are to be satisfied at the Principal Initial Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions at other place, time and date shall be agreed in writing between the Principal Closing) shall not have been satisfied or waived by Company and Gilead (such date, then the Principal “Initial Closing Date”). 2.3.2 The Second Closing shall be held occur at 10:00 A.M., am (New York City time) on such date as the parties may select, on not later than the second business day following the third Business Day after satisfaction or (or, to the extent permitted, waiverpermitted by law) waiver of the conditions set forth in Sections 5.01 Section 2.8 (Conditions to the Second Closing, Third Closing, Fourth Closing and 5.02 each Additional Closing) (excluding other than those conditions that by their terms are to be satisfied at the Principal Second Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions at other place, time and date shall be agreed in writing between the Principal Closing) Company and Gilead (such date, the “Principal Second Closing Date”) or at such other place and time as the parties hereto shall mutually agree. ). 2.3.3 The Principal Third Closing shall be deemed to occur and be effective at 11:59 P.M., 10:00 am (New York City time) on such date as the parties may select, on not later than the date thereof. Buyer and Seller specifically acknowledge that time is third Business Day after satisfaction or (to the extent permitted by law) waiver of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect 2.8 (Conditions to such Non-Principal Country Unit the Second Closing, Third Closing, Fourth Closing and each Additional Closing) (excluding other than those conditions that by their terms are to be satisfied at such Non-Principal Country Unit the Third Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions other place, time and date shall be agreed in writing between the Company and Gilead (such date, the “Third Closing Date”). 2.3.4 The Fourth Closing shall occur at 10:00 am (New York City time) on such Non-Principal Country Unit Closing) have been satisfied ordate as the parties may select, not later than the third Business Day after satisfaction or (to the extent permitted, waived permitted by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because law) waiver of the conditions set forth in Section 5.03 with respect 2.8 (Conditions to the Second Closing, Third Closing, Fourth Closing and each Additional Closing) (other than those conditions that by their terms are to be satisfied at the Fourth Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), unless such other place, time and date shall be agreed in writing between the Company and Gilead (such date, the “Fourth Closing Date”). 2.3.5 At any time and from time to time during the Exercise Period, Gilead shall have a right (but not the obligation) to purchase from the Company, and the Company shall issue and sell to Gilead, Additional Shares, at the applicable Additional Shares Purchase Price. Gilead may exercise this right (but not more than once in any period of 90 days; provided that, following the delivery of a Designated Event Notice, Gilead may exercise this right at any time, without regard to such Non-Principal Country Unit 90 day limitation) by giving written notice to the Company (each, an “Additional Shares Purchase Notice”). Each Additional Shares Purchase Notice shall (a) set forth the applicable Additional Closing have Date and (b) specify the number of Additional Shares to be purchased on such Additional Closing Date; provided that such number of Additional Shares, if purchased, would not beencause, collectively, Gilead and its Controlled Affiliates to Beneficially Own a number of shares of Common Stock greater than 35% of the Company Capitalization as of the applicable Additional Closing Date. The Closing of each such sale of Additional Shares shall occur at 10:00 am (New York City time) as promptly as practicable following the date of the Additional Shares Purchase Notice and not later than the third Business Day after satisfaction or (to the extent permitted by law) waiver of the conditions set forth in Section 2.8 (Conditions to the Second Closing, Third Closing, Fourth Closing and each Additional Closing) (other than those conditions that by their terms are to be satisfied at the Additional Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), unless such other place, time and date shall be agreed in writing between the Company and Gilead (each such date, an “Additional Closing Date,” and each such closing, an “Additional Closing”). For clarity, Gilead may rescind or revoke an Additional Shares Purchase Notice at any time in its sole discretion prior to the applicable Additional Closing Date.

Closings. (a) The On the terms and subject to the conditions set forth in this Agreement, the initial closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units Purchased Securities (the “Principal Purchase”) and the transactions contemplated herein (the “Initial Closing”) shall will take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, on the second Business Day following the date set forth in Section 2.01(a) on which all of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 4.1, Section 4.2 and Section 4.3 have been fulfilled or 5.02 waived (excluding other than those conditions that, by their terms, are to be satisfied at the Principal Initial Closing, but subject to the satisfaction oror waiver of those conditions at such time), or such other date and time as HPPI and Mayne Pharma may mutually agree. The Initial Closing shall take place remotely via the exchange of electronic documents and signatures, or at such other place as HPPI and Mayne Pharma may mutually agree. The time and date on which the Initial Closing occurs is referred to in this Agreement as the “Initial Closing Date”. (b) On the terms and subject to the extent permittedconditions set forth in this Agreement, waiver the second closing of the Purchase and the transactions contemplated herein (the “Second Closing”) will take place on or before July 1, 2018 (unless such conditions at date is extended by mutual consent of the Principal Closingparties hereto) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day Business Day following the satisfaction (or, to the extent permitted, waiver) date on which all of the conditions set forth in Sections 5.01 Section 4.1, Section 4.2 and 5.02 Section 4.4 have been fulfilled or waived (excluding other than those conditions that, by their terms, are to be satisfied at the Principal Second Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such those conditions at such time), or such other date and time as HPPI and Mayne Pharma may mutually agree. The Second Closing shall take place remotely via the Principal Closing) (the “Principal Closing Date”) exchange of electronic documents and signatures or at such other place as HPPI and time as the parties hereto shall Mayne Pharma may mutually agree. The Principal time and date on which the Second Closing shall be deemed occurs is referred to occur and be effective at 11:59 P.M., New York City time, on in this Agreement as the date thereof. Buyer and Seller specifically acknowledge that time is of the essence“Second Closing Date”. (bc) Each Non-Principal Country Unit Closing On the terms and subject to the conditions set forth in this Agreement, the third closing of the Purchase and the transactions contemplated herein (the “Third Closing”) will occur take place on or before December 31, 2018 (unless such date is extended by mutual consent of the parties hereto) (provided that, in the event that the NDA is filed with the FDA during December 2018, such date shall be automatically extended to a date which is 30 days from the date of such filing) on the Principal Closing Date so long as second Business Day following the date on which all of the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing 4.1, Section 4.2 and Section 4.5 have been fulfilled or waived (excluding other than those conditions that, by their terms, are to be satisfied at such Non-Principal Country Unit the Third Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such those conditions at such Non-Principal Country Unit Closing) have been satisfied ortime), to the extent permitted, waived by or such dateother date and time as HPPI and Mayne Pharma may mutually agree. The parties hereto expect that one or more Non-Principal Country Unit Closings may Third Closing shall take place after remotely via the Principal exchange of electronic documents and signatures, or at such other place as HPPI and Mayne Pharma may mutually agree. The time and date on which the Third Closing occurs is referred to in this Agreement as the “Third Closing Date”. (d) At the applicable Closing. In , (i) HPPI will deliver to Mayne Pharma the event that any Non-Principal Country Unit Closing does not occur contemporaneously with number of Preferred Shares and Warrants for the Principal Closing because the conditions number of Warrant Shares set forth in Section 5.03 on Annex E hereto with respect to such Non-Principal Country Unit Closing, as evidenced by one or more certificates dated the applicable Closing have not beenDate and bearing appropriate legends as hereinafter provided for and (ii) Mayne Pharma will deliver to HPPI the applicable purchase price set forth on Annex E hereto with respect to such Preferred Shares and Warrants, by wire transfer of immediately available funds to an account designated by HPPI.

Closings. (ai) The initial closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units transactions contemplated by this Agreement (the “Principal Initial Closing”) shall take place by electronic exchange of signatures and documents on the fifth (5th) Business Day immediately following the date on which all of the conditions set forth in Article VI have been satisfied or, to the extent permitted under Law, waived (other than conditions which by their nature are to be satisfied at the offices applicable Closing, but subject to the satisfaction, or, to the extent permitted under Law, waiver, of Cravaththose conditions), Swaine & unless another place, time or date is agreed to in writing by ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, on the date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable LawSeller; provided that if that, notwithstanding the satisfaction or, to the extent permitted under Law, waiver of all of the conditions set forth in Section 5.01 or 5.02 (excluding those conditions Article VI, the Initial Closing shall not occur on any date prior to be satisfied at the Principal earliest date set forth in the Closing Schedule for the occurrence of the Initial Closing, but unless otherwise agreed to in writing by ▇▇▇▇▇ and Seller. The date on which the Initial Closing actually occurs is hereinafter referred to as the “Initial Closing Date.” (ii) Each subsequent closing of the transactions contemplated by this Agreement (each, a “Subsequent Closing,” and together with the Initial Closing, the “Closings,” and each, a “Closing”), shall take place by electronic exchange of signatures and documents on the Business Day as reasonably promptly as practicable following the Initial Closing, in accordance with the Closing Schedule, subject to the satisfaction or, to the extent permittedpermitted under Law, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) all of the conditions set forth in Sections 5.01 and 5.02 Article VI (excluding those other than conditions which by their nature are to be satisfied at the Principal applicable Subsequent Closing, but subject to the satisfaction satisfaction, or, to the extent permittedpermitted under Law, waiver waiver, of such conditions at the Principal Closing) (the those conditions), unless another place, time or date is agreed to in writing by ▇▇▇▇▇ and Seller. The date on which each Subsequent Closing occurs is hereinafter referred to as a “Principal Subsequent Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M.,” and, New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously together with the Principal Initial Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Date, each, a “Closing have not beenDate.”

Closings. (a) The Subject to the satisfaction (or, where permissible, waiver) of the conditions to the closing set forth in SECTION 1.3, the closing of the purchase and sale by the Investor of its Investor Notes shall take place electronically, through the Transferred Assets relating to the Principal Country Units and the assumption exchange of the Assumed Liabilities relating to the Principal Country Units documents via electronic mail or facsimile (the “Principal Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time), on the date set forth in Section 2.01(a) March 8, 2022, subject to all of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 SECTION 1.3 having been satisfied or 5.02 waived on or prior to such date (excluding other than those conditions that by their nature are to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions at conditions) or such other date as agreed by the Principal Closingparties hereto in writing (the date on which the Closing actually occurs with respect to the Investor, the “Closing Date”), but in any event prior to the Long Stop Date. The parties hereto will use reasonable efforts to consummate the Closing hereunder with respect to the Investor subject to, and immediately after (and on the same date as), the Closings (as defined in the Other NPA) under the Other NPA and the Company will use reasonable efforts to consummate the Closings (as defined in the Other NPA) under the Other NPA with respect to the Other Investors immediately prior to (and on the same date as) the Closing with respect to the Investor. For the avoidance of doubt, the Investor shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, any rights pursuant to the extent permitted, waiver) Articles of Association in respect of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions Investor Notes that the Investor has agreed to be satisfied at purchase pursuant to this Agreement until the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essencehereunder has occurred. (b) Each Non-Principal Country Unit At the Closing will occur on with respect to the Principal Closing Date so long Investor, (i) the Company shall (A) issue and deliver to the Investor the Investor Notes in the form of a note certificate representing the aggregate principal amount of the Investor Notes (the “Note Certificate”) accompanied by the Note Instrument, in each case duly executed by the Company; (B) procure the entry of the name of the Investor in the Register of Noteholders of the Company and deliver to the Investor a certified true copy of the such updated Register of Noteholders; and (C) deliver to the Investor such other documents and deliveries as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing SECTION 1.3(a); (excluding those conditions ii) against issue and delivery of the items set out in SECTION 1.2(b)(i), the Investor shall (A) purchase from, and pay or cause to be satisfied at such Non-Principal Country Unit Closingpaid to, but subject the Company the Investor Purchase Price for the Investor Notes purchased under SECTION 1.1 by wire transfer of immediately available funds in United States dollars to the satisfaction oraccount designated by the Company in Schedule 4 hereto, and (B) deliver all other items required to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, be delivered pursuant to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenSECTION 1.3(b).

Closings. (a) The closing of the purchase and sale of the Principal Business Equity Interests and the Principal Business Transferred Assets relating (provided, however, that the sale of the applicable Put Option Assets and the Put Option Equity under the Transfer Agreements are subject to the Principal Country Units exercise of the Put Option) and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) contemplated hereby shall take place at the offices of Cravath, Swaine ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New YorkLLP, New York▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, at 10:00 A.M.▇▇▇▇▇ ▇▇▇▇, New York City time▇▇▇▇▇▇▇, on the date set forth in Section 2.01(a) of the Disclosure Letter▇▇▇▇▇▇▇▇, or at such other place and time as the parties hereto shall mutually agree or promptly as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closingpracticable, but subject to in no event later than the satisfaction orthird (3rd) Business Day, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) or waiver of the conditions set forth in Sections 5.01 and 5.02 Article VIII (excluding other than those conditions that by their nature are to be satisfied by actions taken at the Principal Closing, Closing but subject to the satisfaction or, to the extent permitted, waiver of such conditions conditions), or on such other date or at such other place as the Parties mutually agree in writing (the date on which the Principal Closing) (Closing occurs, the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence). (b) Each Non-The closing of the transfer of the Deferred Business Transferred Assets and the Deferred Business Equity Interests (each a “Deferred Closing”, and each Deferred Closing and the Principal Country Unit Closing Closing, a “Closing”) will occur as soon as reasonably practicable on or after the Principal Closing Date so long as (provided, however, that the sale of the Put Option Assets and the Put Option Equity under the Transfer Agreements are subject to the exercise of the applicable Put Option) and not later than the date that is three (3) Business Days after the conditions set forth in Section 5.03 Article VIII with respect to such Non-Principal Country Unit Closing Deferred Business (excluding other than those conditions that by their nature are to be satisfied by actions taken at such Non-Principal Country Unit Closing, the Deferred Closing but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closingconditions) have been satisfied or, to the extent permittedpermitted by applicable Law, waived by such date (each such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit , a “Deferred Closing does not occur contemporaneously Date” and together, with the Principal Closing because Date, the conditions set forth “Closing Date”). During the period from and after the Principal Closing Date until the occurrence of the applicable Deferred Closing, none of the applicable Deferred Business Transferred Assets or Deferred Business Equity Interests shall be transferred to or assumed by Buyer. (c) The Parties acknowledge and agree that (i) all proceedings at any Closing shall be deemed to be taken, and all documents to be executed and delivered by all Parties at such Closing shall be deemed to have been executed and delivered, simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed or delivered, and (ii) such Closing shall be deemed to have occurred at 12:01 a.m. New York City time, in Section 5.03 with respect of the Principal Closing, and at such time as the Parties may mutually agree for each Deferred Closing (it be understood that absent such agreement, such Closing shall be deemed to such Non-Principal Country Unit Closing have not beenoccurred at 12:01 a.m. local time).

Closings. (a) The closing of On the purchase Initial Closing Date, upon the terms and sale of the Transferred Assets relating subject to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, on the date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if 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 the Purchasers, severally and not jointly, agree to purchase Notes and Warrants resulting in Section 5.01 at least the Minimum Amount, but not exceeding the Maximum Amount. The Initial Closing shall occur remotely by facsimile transmission or 5.02 (excluding those other electronic means as the parties may mutually agree. Upon satisfaction or waiver of all conditions to the Closing, each Purchaser’s funds shall be satisfied deemed released to the Company. Interest, if any, that has accrued with respect to the Subscription Amount while in escrow shall also be distributed to the Company at the Principal Closing and the Purchaser will have no right to such interest, even if there is no Closing. If the Closing does not occur prior to 11:59 p.m. EDT on the Outside Date, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City timeCompany shall, on the second business day Business Day immediately following the satisfaction (orOutside Date, return to each Purchaser its Subscription Amount pursuant to the extent permittedwire instructions provided by each Purchaser from which such funds were received, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essencewithout any deduction therefrom. (b) Each Non-Principal Country Unit Following the Initial Closing will occur Date and for a period of fifteen (15) days thereafter, the Company may sell, on the Principal same terms and conditions as those contained in this Agreement, additional Notes and Warrants to one or more Purchasers (each such additional Purchaser, and “Additional Purchaser”), provided, that, the aggregate amount of Notes and Warrants sold at all Closings shall not exceed the Maximum Amount. Each Additional purchaser that subscribes to the Subsequent Closing Date so long shall be required to become a party to this Agreement by executing and delivering a counterpart signature page hereto, and shall otherwise be deemed a ‘Purchaser” for purposes of this Agreement. (c) At or prior to each Closing, each Purchaser must complete and return a duly executed, unaltered copy of this Agreement (including without limitation the completed Accredited Investor Questionnaire, included as Exhibit C hereto) to the conditions set forth in Section 5.03 with respect Company. The Company retains complete discretion to accept or reject any subscription unless and until the Company executes a counterpart to this Agreement that includes such Purchaser’s signature. On or prior to the applicable Closing Date, each Purchaser shall deposit the amount of readily available funds equal to such Non-Principal Country Unit Closing Purchaser’s Subscription Amount into the Company’s account described on Exhibit D attached hereto by wire transfer of immediately available funds. The Company shall hold such funds pending the Closing. (excluding those conditions d) The Company shall deliver, or cause to be satisfied at delivered, a certificate or certificates, registered in such Non-Principal Country Unit name or names as each Purchaser may designate, representing the Notes and Warrants purchased by such Purchaser hereunder as soon as practical after the applicable Closing, but subject to the satisfaction orand in any event within five Business Days, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to Purchaser’s mailing address indicated on the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beensignature page hereto.

Closings. There shall be two separate closings of the transactions contemplated by the Purchase Agreement to occur at the Second Closing. The first such closing (athe "Principal Closing") The of the transactions contemplated by the Purchase Agreement other than those in respect of the ▇▇▇▇▇▇▇▇ Station (the closing of the purchase and sale which occurred on April 12, 1999) or in respect of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units STC Stations (the “Principal Closing”closing or closings of which are being deferred under this Agreement) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M.a.m., New York City time, on April 30, 1999 (such time and date being referred to herein as the date set forth in Section 2.01(a"Principal Closing Date"). The closing (the "Deferred Closing") of the Disclosure Letter, or at such other transactions contemplated by the Purchase Agreement in respect of the STC Stations shall take place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M.a.m., New York City time, on a date to be agreed upon by the second business day following parties hereto (such time and date being referred to herein as the satisfaction "Deferred Closing Date"); provided, however, that the Deferred Closing Date shall not occur later than July 30, 1999 (or, if the parties hereto request FCC consent to extend its initial 90-day consummation period and the extent permittedFCC has denied such request in writing, waiverthe Deferred Closing Date shall occur not later than July 5, 1999) of (July 30, 1999 or July 5, 1999, as the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at case may be, being the "Outside Closing Date"). At the Principal Closing, but subject the Company will convey, assign, transfer and deliver all of the Company's right, title and interest in and to all of the satisfaction orAssets and Business other than (i) the Assets and Business that were conveyed, to assigned, transferred or delivered in connection with the extent permitted, waiver of such conditions at the Principal Closing) First Closing (the “Principal Closing Date”"▇▇▇▇▇▇▇▇ Assets" and the "▇▇▇▇▇▇▇▇ Business," respectively) and (ii) the Assets owned or at such leased by, or licensed to or used or useful by, the Company exclusively in connection with the STC Stations (the "STC Assets") and the business, operations and activities of the STC Stations (the "STC Business"), and Purchaser shall assume and agree to perform and fully discharge when due all of the Assumed Liabilities related to arising from or in connection with the Assets or the Business other place than the ▇▇▇▇▇▇▇▇ Assets, the ▇▇▇▇▇▇▇▇ Business, the STC Assets or the STC Business. At the Deferred Closing, the Company will sell, convey, assign, transfer and time deliver to Purchaser or STC, as the parties hereto shall mutually agree. The Principal Closing shall case may be deemed pursuant to occur and be effective at 11:59 P.M.Section 8(b) hereof, New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is all of the essence. (b) Each Non-Principal Country Unit Closing will occur on STC Assets and the Principal Closing Date so long as STC Business, and Purchaser shall assume and agree to perform and fully discharge when due all of the conditions set forth Assumed Liabilities related to arising from or in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously connection with the Principal Closing because STC Assets or the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenSTC Business (the "STC Assumed Liabilities").

Closings. (a) The closing Company shall allot and issue the amount of Series C-1 Preferred Shares of the purchase and sale of the Transferred Assets relating Company as purchased by such Investor (except Tigermed) pursuant to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units this Agreement (the “Principal Initial Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, on the date set forth in Section 2.01(aof the Initial Closing (the “Initial Closing Date”), which will be on the fifteen (15th) Business Days following the satisfaction or waiver (where applicable) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if all the conditions set forth in Section 5.01 or 5.02 6 and Section 7 (excluding other than those conditions to be satisfied at the Principal Initial Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions thereof at the Principal Initial Closing), or at such other date as the Company and the Investors (except Tigermed) may mutually agree. (b) The Company shall not have been satisfied or waived allot and issue the amount of Series C-1 Preferred Shares of the Company as purchased by such date, then Tigermed pursuant to this Agreement (the Principal Closing shall be held at 10:00 A.M., New York City time, “Tigermed Closing”) on the second business day date of the Tigermed Closing (the “Tigermed Closing Date”), which will be on September 25, 2019 following the satisfaction or waiver (or, to the extent permitted, waiverwhere applicable) of all the conditions set forth in Sections 5.01 Section 6A and 5.02 Section 7 (excluding other than those conditions to be satisfied at the Principal Tigermed Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions thereof at the Principal Tigermed Closing) (the “Principal Closing Date”) ), or at such other place and time date as the parties hereto shall Company and Tigermed may mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. (bc) The bank account information is set forth below: Account Name: I-MAB Account Number: *** Swift Code: *** Name of bank: *** Bank Address: *** Each Non-Principal Country Unit Investor shall, severally and not jointly, pay, or procure the payment of, its portion of the Purchase Price as set forth opposite its name on Schedule II at the Closing will occur by wire transfer of immediately available funds to an account designated by the Company on the Principal Initial Closing Date so long or the Tigermed Closing Date, as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenapplicable.

Closings. (a) The closing purchase, sale and issuance of the purchase and sale of the Transferred Assets relating to the Principal Country Units Notes shall take place at one or more closings (each a “Closing” and the assumption date of the Assumed Liabilities relating each is referred to the Principal Country Units (the in this Agreement as a “Principal ClosingClosing Date”) ). The Initial Closing shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, on the date set forth in Section 2.01(a) of the Disclosure LetterCompany, or at such other place and time location as the parties hereto shall mutually agree agree, no later than the second Business Day following the satisfaction or as required by applicable Law; provided that if waiver of the conditions set forth of Closing and delivery of documents provided in Section 5.01 or 5.02 ARTICLE VII and ARTICLE VIII of this Agreement (excluding those other than conditions and delivery of documents that, by their terms, are intended to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closingor delivery requirements) (the “Principal Initial Closing Date”) or at such other place and time as ), but in no event later than the parties hereto shall mutually agree. The Principal Outside Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essenceDate. (b) Each Non-Principal Country Unit Closing will occur on If less than all of the Principal Closing Date so long as Notes are sold and issued at the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Initial Closing, but then, subject to the satisfaction orterms and conditions of this Agreement, to the extent permitted, waiver of such conditions Company may sell and issue at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may subsequent closings (each, a “Subsequent Closing”) within ninety (90) days after the Initial Closing, to one or more Buyers or new purchasers (each, an “Additional Buyer”) for such principal amount of Notes as agreed to by the Company, the Placement Agent and such Buyer or Additional Buyer, as applicable; provided, that (a) such subsequent sale is consummated prior to the Outside Closing Date, (b) each Additional Buyer shall become a party to this Agreement and the other Offering Documents by executing and delivering a counterpart signature page to each of the Offering Documents and (c) the aggregate number of shares of Notes sold pursuant to this Agreement does not exceed $5,000,000. Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein. Each Subsequent Closing shall take place after at such date, time and place as shall be approved by the Principal ClosingCompany and the Placement Agent. In Schedule I attached to this Agreement shall be updated to reflect the event that any Non-Principal Country Unit number of shares of Notes purchased at each such Subsequent Closing does not occur contemporaneously with and the Principal Closing because the conditions set forth in Section 5.03 with respect to Buyer or Additional Buyer purchasing such Non-Principal Country Unit Closing have not beenNotes.

Closings. (a) The closing of the purchase and sale of the Transferred Assets relating to Parent Equity Interests and the Principal Country Units Transferred Assets, the transfer of the Transferred Employees and the assumption of the Assumed Liabilities relating to Liabilities, in each case, in the Principal Country Units Initial Jurisdictions (the “Principal Closing”) shall take place at 10:00 a.m., local time, at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New YorkLLP, New York▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, at 10:00 A.M.▇▇▇ ▇▇▇▇, New York City time, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on the date set forth in Section 2.01(asecond (2nd) Business Day after all conditions to the obligations of the Disclosure LetterPurchaser and the Seller under Article VI shall have been satisfied or, or at such other place and time as to the parties hereto shall mutually agree or as required extent permitted by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 , waived (excluding other than those conditions that by their terms are to be satisfied at the Principal Closing, but subject to the their satisfaction or, to the extent permitted, or waiver of at such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto may agree; provided that, notwithstanding the satisfaction of the conditions to the obligations of the Purchaser and the Seller under Article VI (or, to the extent permitted by applicable Law, the waiver thereof by the parties entitled to waive such conditions), unless otherwise agreed in writing by the Purchaser, the parties shall mutually agree. The not be required to affect the Principal Closing prior to November 25, 2019 (the “Inside Closing Date”); provided, further, that the Seller may, in its sole discretion, elect to delay the Principal Closing to the first (1st) day of the month immediately following the date such conditions under Article VI shall have been satisfied or waived, as set forth above, and if such day is not a Business Day, the Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, take place on the first (1st) Business Day thereafter (though the Principal Closing shall remain effective as of such first (1st) day of such month in accordance with Section 2.2); provided, further, that if the Principal Closing is delayed pursuant to the immediately foregoing proviso to a date thereofthat is after the Termination Date, then notwithstanding anything to the contrary in this Agreement, the Seller shall not be entitled to terminate this Agreement pursuant to Section 7.1(a)(ii) until after such date. Buyer The date on which the Principal Closing occurs is referred to herein as the “Principal Closing Date.” In accordance with Section 2.5, the closing of the transfer of the Transferred Parent Equity Interests, the Transferred Assets and Seller the Transferred Employees in any Deferred Jurisdictions, and the assumption of the Assumed Liabilities in any Deferred Jurisdictions will be effected on one or more Deferred Closing Dates after the Principal Closing Date. The parties specifically acknowledge that time is of the essence. (b) Each Non-Principal Country Unit Closing essence because the Seller’s intention to exit the Business is or will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect become known to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closingits employees, but subject to the satisfaction orcustomers, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously vendors and others having dealings with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenSeller.

Closings. (a) The closing Subject to the satisfaction of the purchase and sale of closing conditions set forth in Section 7: 3.01 the Transferred Assets relating closing with respect to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units transactions contemplated in Section 2.01 hereof (the “Principal First Closing”) occurred upon the satisfaction of the terms of this Agreement on April 27, 2020 (the “First Closing Date”); and 3.02 the closing with respect to the transactions contemplated in Section 2.02 hereof (the “Second Closing”) occurred upon the satisfaction of the terms of this Agreement on May 27, 2020 (the “Second Closing Date”); and 3.03 the closing with respect to the transactions contemplated in Section 2.03 hereof (the closing at which the Third Closing Note is issued, if any, is referred to herein as the “Third Closing”) shall take place at occur on or prior to November 9, 2020 (which, for the offices avoidance of Cravathdoubt, Swaine & ▇▇▇▇▇ LLP such Third Closing is in New YorkPurchaser’s sole discretion, New York, at 10:00 A.M., New York City time, on and the date set forth Company must effect the Third Closing pursuant to the satisfaction of the terms of this Agreement) (the “Third Closing Date”); and 3.04 the closing with respect to the transactions contemplated in Section 2.01(a2.04 hereof (the closing at which the Fourth Closing Note(s) is/are issued, if any, as applicable, is referred to herein as the “Fourth Closing”) shall occur on or prior to May 31, 2021 (provided that such date may be extended by up to 30 days by the Purchaser in its sole discretion) and shall be held on or before the fifth day following delivery of written notice (the “Fourth Closing Notice”) by the Purchaser to the Company of the Disclosure LetterPurchaser’s determination to effect the Fourth Closing (which, for the avoidance of doubt, the Fourth Closing is in Purchaser’s sole discretion to effect or not effect, and the Company must effect the Fourth Closing upon the receipt of a Fourth Closing Notice pursuant to the satisfaction of the terms of this Agreement) (the “Fourth Closing Date”), or at such other place and time date as the parties hereto Company and the Purchaser may agree, remotely via the exchange of documents and signatures, which Fourth Closing Notice shall mutually agree set forth the Fourth Closing Date; and 3.05 the closing with respect to the transactions contemplated in Section 2.05 hereof (the closing at which the Fifth Closing Note is issued, if any, is referred to herein as the “Fifth Closing”) shall occur on or as required by applicable Law; prior to August 31, 2021 (provided that if such date may be extended by up to 30 days by the conditions set forth Purchaser in Section 5.01 its sole discretion) and shall be held on or 5.02 before the fifth day following delivery of written notice (excluding those conditions the “Fifth Closing Notice”) by the Purchaser to be satisfied at the Principal ClosingCompany of the Purchaser’s determination to effect the Fifth Closing (which, but subject for the avoidance of doubt, the Fifth Closing is in Purchaser’s sole discretion to effect or not effect, and the Company must effect the Fifth Closing upon the receipt of a Fifth Closing Notice pursuant to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver terms of such conditions at the Principal Closingthis Agreement) (the “Principal Fifth Closing Date” and, together with the First Closing Date, the Second Closing Date, the Third Closing Date and the Fourth Closing Date, the “Closing Dates” and each a “Closing Date”) ), or at such other place and time date as the parties hereto Company and the Purchaser may agree, remotely via the exchange of documents and signatures, which Fifth Closing Notice shall mutually agree. The Principal set forth the Fifth Closing shall be deemed Date. 3.06 With respect to occur the Fourth Closing, the Purchaser may, in Purchaser’s sole discretion, assign (its “Assignment Right”) its right and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is obligation to purchase up to $2,000,000 of the essence. (bFourth Closing Note(s) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in under Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in 2.04 and Section 5.03 with respect to such Non-Principal Country Unit Closing have not been3.04

Closings. (a) The payments set forth in Section 1.3(b) above and the deliverables set forth in Section 1.5 below shall each be made, and the initial closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units Acquisition (the “Principal Initial Closing”) shall take place at the offices of Cravath, Swaine & S▇▇▇▇▇▇ LLP in New York& F▇▇▇▇▇▇▇ Ltd., New York1▇▇ ▇. ▇▇▇▇▇▇ #2800, at 10:00 A.M.Chicago, New York City timeIllinois 60601 (the “Closing Offices”), on the date set forth in Section 2.01(a) immediately following Buyer’s receipt of the Disclosure Instruction Letter, or at such other place and time as but in no event later than the parties hereto shall mutually agree or as required by applicable Lawnext business day thereafter; provided that provided, however, if the conditions set forth in Section 5.01 or 5.02 Initial Closing has not occurred by the seventh (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing7th) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction Effective Date, then either party may terminate this Agreement by delivery of five (or, to the extent permitted, waiver5) business days notice (such date as of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at end of the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (notice period being the “Principal Closing Outside Date” and such notice being the “Termination Notice”) or ), in which event this Agreement shall be terminated. Notwithstanding the foregoing, the parties may elect to close at such other time, date and place and time as the parties hereto shall they may mutually agree. The Principal Seller shall deliver the Instruction Letter to the Buyer (with a copy delivered to Buyer’s counsel) immediately upon any party’s receipt of written, or other, notice from the FCC that the STA Requests have been approved. The date on which the Initial Closing shall be deemed is actually held hereunder is referred to occur and be effective at 11:59 P.M., New York City time, on herein as the date thereof“Initial Closing Date”. Buyer and Seller specifically acknowledge that time is In the event of termination of this Agreement pursuant to delivery of the essenceTermination Notice, neither party shall have any liability to the other party for failure to close the transactions contemplated herein, except that a party may be liable if such termination is a direct result of such party’s breach of its obligations under Section 1.2(b)(i) or (ii) above. (b) Each Non-Principal Country Unit Closing will occur on The final closing (“Final Closing”, together with the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Initial Closing, but subject to the satisfaction or“Closings” and each, a “Closing”) shall take place at the Closing Offices as soon as practicable after all remaining Regulatory Approvals have been received (or jointly waived to the extent permittedagreed between the parties that any Regulatory Approval is no longer required), waiver of but in any event no later than three (3) business days thereafter; provided that Buyer may elect to waive any such conditions at such Non-Principal Country Unit Closingremaining Regulatory Approval(s) have been satisfied orafter ninety one (91) days following the Effective Date; provided, to the extent permittedfurther, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In in the event that any Non-Principal Country Unit Regulatory Approval for the State Commission for the State of New York is approved prior to ninety one (91) days after the Effective Date, then the Final Closing does not occur contemporaneously with shall be held on the Principal Closing because date of such approval, but in no event earlier than forty five (45) days following the conditions set forth date of the Initial Closing. At the Final Closing, legal title to the Units shall automatically be transferred to Buyer pursuant to the terms of the Escrow Agreement referenced in Section 5.03 with respect 1.5(a)(ix) without any further action required by any party. The date on which the Final Closing is actually held hereunder is referred to such Non-Principal Country Unit herein as the “Final Closing have not beenDate”.

Closings. (a) 2.3.1 The closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) Initial Closing shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, occur at 10:00 A.M., am (New York City time, ) on the such date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree may select, not later than the third Business Day after satisfaction or as required (to the extent permitted by applicable Law; provided that if law) waiver of the conditions set forth in Section 5.01 or 5.02 2.7 (excluding Conditions to the Initial Closing) (other than those conditions that by their terms are to be satisfied at the Principal Initial Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions at other place, time and date shall be agreed in writing between the Principal Closing) shall not have been satisfied or waived by Company and Gilead (such date, then the Principal “Initial Closing Date”). 2.3.2 The Second Closing shall be held occur at 10:00 A.M., am (New York City time) on such date as the parties may select, on not later than the second business day following the third Business Day after satisfaction or (or, to the extent permitted, waiverpermitted by law) waiver of the conditions set forth in Sections 5.01 Section 2.8 (Conditions to the Second Closing, Third Closing and 5.02 each Additional Closing) (excluding other than those conditions that by their terms are to be satisfied at the Principal Second Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions at other place, time and date shall be agreed in writing between the Principal Closing) Company and Gilead (such date, the “Principal Second Closing Date”) or at such other place and time as the parties hereto shall mutually agree. ). 2.3.3 The Principal Third Closing shall be deemed to occur and be effective at 11:59 P.M., 10:00 am (New York City time) on such date as the parties may select, on not later than the date thereof. Buyer and Seller specifically acknowledge that time is third Business Day after satisfaction or (to the extent permitted by law) waiver of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect 2.8 (Conditions to such Non-Principal Country Unit the Second Closing, Third Closing and each Additional Closing) (excluding other than those conditions that by their terms are to be satisfied at such Non-Principal Country Unit the Third Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions other place, time and date shall be agreed in writing between the Company and Gilead (such date, the “Third Closing Date”). 2.3.4 At any time and from time to time during the Exercise Period, Gilead shall have a right (but not the obligation) to purchase from the Company, and the Company shall issue and sell to Gilead, Additional Shares, at the applicable Additional Shares Purchase Price. Gilead may exercise this right (but not more than once in any period of 90 days; provided that, following the delivery of a Designated Event Notice, Gilead may exercise this right at any time, without regard to such Non-Principal Country Unit Closing90 day limitation) have been satisfied orby giving written notice to the Company (each, an “Additional Shares Purchase Notice”). Each Additional Shares Purchase Notice shall (a) set forth the applicable Additional Closing Date and (b) specify the number of Additional Shares to be purchased on such Additional Closing Date; provided that such number of Additional Shares, if purchased, would not cause, collectively, Gilead and its Controlled Affiliates to Beneficially Own a number of shares of Common Stock greater than 35% of the Company Capitalization as of the applicable Additional Closing Date. The Closing of each such sale of Additional Shares shall occur at 10:00 am (New York City time) as promptly as practicable following the date of the Additional Shares Purchase Notice and not later than the third Business Day after satisfaction or (to the extent permitted, waived permitted by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because law) waiver of the conditions set forth in Section 5.03 with respect 2.8 (Conditions to the Second Closing, Third Closing and each Additional Closing) (other than those conditions that by their terms are to be satisfied at the Additional Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), unless such Non-Principal Country Unit other place, time and date shall be agreed in writing between the Company and Gilead (each such date, an “Additional Closing have not beenDate,” and each such closing, an “Additional Closing”). For clarity, Gilead may rescind or revoke an Additional Shares Purchase Notice at any time in its sole discretion prior to the applicable Additional Closing Date.

Closings. (a) The closing Subject to the terms and conditions of this Agreement, the consummation of the purchase Transactions contemplated by this Agreement in connection with the issuance and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units Acquired DEI Holdco Interests (the each, a “Principal Closing”) shall take place at the offices of CravathSkadden, Swaine & Arps, Slate, ▇▇▇▇▇▇▇ LLP in New York& ▇▇▇▇ LLP, New Yorklocated at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, (or remotely via the electronic exchange of executed documents) at 10:00 A.M.a.m. (Eastern Prevailing Time) (i) with respect to the First Closing, New York City on the tenth (10th) Business Day immediately following the date on which the conditions to First Closing set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the First Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and place as the Parties may mutually agree in writing and (ii) with respect to the Second Closing, on the date set forth in Section 2.01(athe Second Closing Notice, which shall be at least sixty (60) days following the date of the Disclosure Letterdelivery to Investor of such Second Closing Notice, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if on which date the conditions to the Second Closing set forth in Section 5.01 Article VII shall have been satisfied or 5.02 waived (excluding other than those conditions that by their nature are to be satisfied at the Principal Second Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions conditions), or at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City other time, on date and place as the second business day following Parties may mutually agree in writing; provided, however, that, if the satisfaction Marketing Period with respect to any Closing has not ended by the end of such tenth (or10th) Business Day or such sixty (60)-day period, as applicable to such Closing, then, subject to the extent permitted, waiver) continued satisfaction or waiver of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or Article VII at such other place and time as the parties hereto shall mutually agree. The Principal time, such Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, instead on the earlier of (x) a date thereof. Buyer during the Marketing Period as may be specified by Investor on at least ten (10) Business Days’ prior notice to Cinergy (unless a shorter period shall be agreed to by Investor and Seller specifically acknowledge that time is Cinergy) and (y) the tenth (10th) Business Day following the final day of the essenceapplicable Marketing Period. (b) Each Non-Principal Country Unit DEI Holdco shall provide Investor with at least five (5) Business Days prior written notice of each anticipated Closing will occur Date (in the case of the Second Closing Date, in addition to the Second Closing Notice) by electronic mail or facsimile (with an original to promptly follow) substantially in the form attached hereto as Exhibit B and executed by a person set forth on the Principal Authorized Signatory List (as defined below) (the “Funding Notice”). No later than ten (10) Business Days prior to each anticipated Closing Date, DEI Holdco shall deliver to Investor a notice substantially in the form attached hereto as Exhibit C (the “Authorized Signatory List”), setting forth those persons authorized to execute the applicable Funding Notice. (c) At any time after the First Closing Date so long as until November 18, 2022, DEI Holdco may deliver to Investor a notice setting forth the conditions set forth proposed Second Closing Date (the “Second Closing Notice”), which proposed Second Closing Date shall be no later than January 18, 2023. The Parties agree that if DEI Holdco has not delivered a Second Closing Notice by November 18, 2022, DEI Holdco shall be deemed to have delivered such notice on November 18, 2022, with the proposed Second Closing Date being January 18, 2023. (d) Notwithstanding anything to the contrary in Section 5.03 this Agreement, if the Second Closing has not occurred on or before February 28, 2023, either the Investor or Cinergy may, by notice in writing, terminate the obligations of the Parties to complete the Second Closing, whereupon all obligations of the Parties hereto with respect to such Non-Principal Country Unit the completion of the Second Closing (excluding those conditions shall be terminated; provided, however, that the right to be satisfied at such Non-Principal Country Unit Closing, but subject to terminate the satisfaction or, to obligations of the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 Parties with respect to the Second Closing pursuant to this Section 2.2(d) shall not be available to any Party whose breach of a representation, warranty, covenant or agreement under this Agreement has been the primary cause of the failure of the Second Closing to occur on or before such Non-Principal Country Unit date; provided further that no such termination shall relieve a Party from any Liability for any Willful Breach of, or fraud in connection with, this Agreement occurring prior to such termination. (e) At the applicable Closing, Cinergy, DEI Holdco and Investor (as applicable) shall take or cause to be taken the following actions (the “Closing have not beenActions”):

Closings. (a) The closing Subject to the satisfaction or waiver (to the extent permitted hereunder and by applicable law) of the purchase conditions set forth in this Section 1.3 and sale of Sections 7.1, 7.2 and 7.3, the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) Initial Closing shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M.(i) 12:00 p.m., New York City time, remotely by exchange of documents and signatures (or their electronic counterparts), on a date to be agreed upon by Parent and the date Company that is no later than the third Business Day following the day on which the last to be satisfied or waived of the conditions set forth in Section 2.01(a1.3(c) and Sections 7.1, 7.2 and 7.3 (other than those conditions that by their nature are to be satisfied on the Initial Closing Date, but subject to the satisfaction or waiver (to the extent permitted hereunder and by applicable law) of such conditions) shall be satisfied or waived (and no later than the Disclosure Lettersecond Business Day prior to the Outside Date) in accordance with this Agreement, or (ii) at such other date, time or place and time as the parties hereto shall mutually agree or as required by applicable Lawin writing, it being understood and agreed that, notwithstanding anything to the contrary, the Initial Closing Date shall occur on a Business Day with respect to which the immediately following calendar day is also a Business Day on which the Closing can be consummated; provided that that, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Section 5.01 or 5.02 Sections 7.1, 7.2 and 7.3 (excluding other than those conditions that by their nature are to be satisfied at the Principal Initial Closing, but subject to the satisfaction oror waiver (to the extent permitted hereunder and by applicable law) of those conditions at such time), then the Initial Closing shall occur instead on the earliest of (i) any Business Day during the Marketing Period as may be specified by Parent on no less than three Business Days’ prior written notice to the Company, (ii) the third (3rd) Business Day following the final day of the Marketing Period or (iii) such other date, time or place as the parties hereto shall mutually agree in writing, subject, in each case, to the satisfaction or waiver (to the extent permittedpermitted hereunder and by applicable law) of the conditions set forth in this Section 1.3 and Sections 7.1, 7.2 and 7.3 (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder and by applicable law)) of such those conditions at such time. (b) Subject to the Principal Closingsatisfaction or waiver (to the extent permitted hereunder and by applicable law) shall not have been satisfied or waived by such dateof the conditions to the Merger Closing set forth in Section 7.4, then the Principal Merger Closing shall be held take place at 10:00 A.M.8:00 a.m., New York City time, remotely by exchange of documents and signatures (or their electronic counterparts), on the second business day first Business Day following the satisfaction Initial Closing. (or, i) Each of the parties expressly acknowledges and agrees that it shall be a express condition precedent for the benefit of (and waivable (to the extent permittedpermitted by law) only by) the Company to the Initial Closing that (A) each of the Parent Entities shall have delivered to the Company in writing an irrevocable certificate (in form and substance satisfactory to the Company) immediately prior to the Initial Closing that (1) the Parent Entities stand ready, waiverwilling and able to consummate the Initial Closing and (2) subject only to the satisfaction or waiver (to the extent permitted hereunder and by applicable law) of the conditions set forth in Sections 5.01 7.4(a) and 5.02 7.4(b), the applicable Parent Entities are irrevocably obligated to, and stand ready, willing and able to consummate, the Merger Closing on the Merger Closing Date, (excluding B) Parent shall have provided evidence reasonably satisfactory to the Company that, as of the Initial Closing Date, all of the conditions set forth in the applicable Financing Letters (other than those conditions that by their nature are to be satisfied at the Principal Initial Closing, but each of which would be capable of being satisfied as of the Initial Closing) would be satisfied if the Merger Closing and Effective Time were to have occurred on such date and (C) without limitation of the foregoing, each of the Parent Entities shall have confirmed in writing that each Financing Source and the applicable Parent Entities shall have executed all definitive documentation governing the applicable Financing to be entered into at the Merger Closing, and all certificates, notices or other deliverables thereunder shall have been provided, which definitive documentation shall become effective subject solely to the satisfaction orof the conditions precedent set forth in Sections 7.4(a) and 7.4(b) and the conditions precedent set forth in the applicable Financing Letters. Each of the parties expressly acknowledges and agrees that, upon consummation of the Initial Closing, the Parent Entities shall have irrevocably waived, and the Parent Entities hereby irrevocably waive as of the Initial Closing, any and all right to terminate this Agreement pursuant to Article VIII (other than solely Section 8.1(h) or (k)). (ii) Each of the parties expressly acknowledges and agrees that it shall be a express condition precedent for the benefit of (and waivable (to the extent permittedpermitted by law) only by) the Parent Entities to the Initial Closing that the Company shall have delivered to the Parent Entities in writing an irrevocable certificate (in form and substance satisfactory to the Parent Entities) immediately prior to the Initial Closing that (1) the Company stands ready, willing and able to consummate the Initial Closing and (2) subject only to the satisfaction or waiver (to the extent permitted hereunder and by applicable law) of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect 7.4(a) and 7.4(c), the Company is irrevocably obligated to, and stands ready, willing and able to such Non-Principal Country Unit consummate, the Merger Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit on the Merger Closing Date. Each of the parties expressly acknowledges and agrees that, upon consummation of the Initial Closing, but the Company shall have irrevocably waived, and the Company hereby irrevocably waives as of the Initial Closing, any and all right to terminate this Agreement pursuant to Article VIII (other than solely Section 8.1(j)(ii) or (l) ). (d) Upon the terms and subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in this Agreement, at the Initial Closing, the applicable Parent Entities and the Company shall take the actions and consummate the transactions set forth on Section 5.03 with respect 1.3(d) of the Company Disclosure Letter. (e) Upon the terms and subject to such Non-Principal Country Unit Closing have not beenthe conditions set forth in this Agreement, at the Closing, the applicable Parent Entities and the Company shall take the actions and consummate the transactions set forth on Section 1.3(e) of the Company Disclosure Letter.

Closings. (a) The closing of the transactions contemplated by Section 1.1 with respect to the Initial Closing Exchanged Shares (the “Initial Closing”) will take place on the second business day following the date hereof, subject to the satisfaction or waiver of the conditions set forth in this Section 1.6 (other than those that by their terms are to be satisfied or waived at the Initial Closing) or the first business day thereafter as the conditions set forth in this Section 1.6 have been satisfied or waived (the “Initial Closing Date”). The closing of the transactions contemplated by Sections 1.1 with respect to the Second Closing Exchanged Shares and the transactions contemplated by Section 1.2 (the “Second Closing”) will take place on the second business day following final determination of the calculations contemplated in Section 1.1(c), subject to Section 1.4 (with respect to the Second Closing Exchanged Shares only) and to the satisfaction or waiver of the conditions set forth in this Section 1.6 (other than those that by their terms are to be satisfied or waived at the Initial Closing and the Second Closing) or at the first date thereafter as the conditions set forth in this Section 1.6 have been satisfied or waived (the “Second Closing Date”). Subject to the limitations contained in this Section 1.6, the Noteholders may exercise their option to purchase the Option Notes in whole, or from time to time in part, by written notice to the Company in accordance with the terms hereof. Such notice shall set forth the aggregate principal amount of Option Notes as to which the option is being exercised (which when taken together with the Option Notes to be purchased by the Other Noteholder pursuant to the Other Exchange and Purchase Agreement shall not exceed $20,000,000 aggregate principal amount) and the date and time when the Option Notes are to be delivered and paid for which may be the same date and time as the Second Closing Date but shall not be earlier than the Second Closing Date, nor later than the third full business day after the date of such notice, nor later than the thirteenth calendar day from, and including, the Second Closing Date. Any such notice shall be given at least two business days prior to the date and time of delivery of the Option Notes specified therein, unless the time of delivery of the Option Notes is to be the Second Closing Date, in which case such notice shall be given at least one business day prior. The closing of the sale of the Transferred Assets relating Option Notes with respect to the Principal Country Units Company and the assumption of the Assumed Liabilities relating to the Principal Country Units each Noteholder (the “Principal Additional Closing”) and time and date for such payment and delivery for the Option Notes, if other than the Second Closing Date, is herein referred to as the “Additional Closing Date”. (b) On the Initial Closing Date, each Noteholder shall take place at (i) direct the offices eligible Depository Trust Company (“DTC”) participant through which such Noteholder, or its Represented Account, holds a beneficial interest in the Existing 2024 Notes to submit a one-sided withdrawal instruction through DTC’s DWAC program to the Bank of CravathNew York Mellon Trust Company, Swaine & ▇▇▇▇▇ LLP in New YorkN.A., New Yorkas custodian and trustee for the Existing 2024 Notes (the “Trustee”), at 10:00 A.M.of such Noteholder’s, or its Represented Account’s, Existing 2024 Notes set forth on such Noteholder’s applicable Schedule A, on (and not before) the Initial Closing Date no later than 9:30 a.m., New York City time, on the date Initial Closing Date (and such Noteholder acknowledges that any such withdrawal instruction submitted on any day before the Initial Closing Date will expire unmatched at the close of business on such day and will need to be resubmitted on the Initial Closing Date); and (ii) submit, for its own account or the account of its Represented Account, through the DTC’s DWAC program, a deposit instruction to Continental Stock Transfer & Trust Company, acting as transfer agent and DTC custodian for the Common Stock (the “Stock Transfer Agent”), for the aggregate number of Exchanged Shares set forth in Section 2.01(aon Schedule A applicable to such Noteholder, which deposit instruction must be submitted on (and not before) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Initial Closing shall be held at 10:00 A.M.Date no later than 9:30 a.m., New York City time, on the second Initial Closing Date (and such Noteholder acknowledges that any such deposit instruction submitted on any day before the Initial Closing Date will expire unmatched at the close of business on such day following and will need to be resubmitted on the satisfaction Initial Closing Date). (orc) On the Second Closing Date, each Noteholder shall (i) submit, for its own account or the account of its Represented Account, through the DTC’s DWAC program, a deposit instruction to the extent permittedTrustee, waiver) as custodian and trustee for the New 2024 Notes, for the aggregate principal amount of the conditions Purchased Notes set forth in Sections 5.01 on the applicable Schedule A, which deposit instruction must be submitted on (and 5.02 (excluding those conditions to be satisfied at not before) the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Second Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M.Date no later than 9:30 a.m., New York City time, on the date thereof. Buyer Second Closing Date (and Seller specifically acknowledge such Noteholder acknowledges that time is any such deposit instruction submitted on any day before the Second Closing Date will expire unmatched at the close of business on such day and will need to be resubmitted on the Second Closing Date); (ii) submit, for its own account or the account of its Represented Account, through the DTC’s DWAC program, a deposit instruction to the Stock Transfer Agent, for the aggregate number of Exchanged Shares equal to the Second Closing Exchanged Shares, which deposit instruction must be submitted on (and not before) the Second Closing Date no later than 9:30 a.m., New York City time, on the Second Closing Date (and such Noteholder acknowledges that any such deposit instruction submitted on any day before the Second Closing Date will expire unmatched at the close of business on such day and will need to be resubmitted on the Second Closing Date); and (iii) deliver to the Company, no later than 9:30 a.m., New York City time, on the Second Closing Date, by wire transfer to the account of the essenceCompany specified below, an amount of cash equal to the Aggregate Purchase Price payable by such Noteholder: Account Name: Clovis Oncology Inc. Account number: Wire ABA Routing number: ACH ABA Routing number: SWIFT: Bank: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank N.A. Bank address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (d) On the Additional Closing Date, each Noteholder shall (i) submit, for its own account or the account of its Represented Account, through the DTC’s DWAC program, a deposit instruction to the Trustee, as custodian and trustee for the New 2024 Notes, for the aggregate principal amount of the Option Notes set forth on the applicable Schedule A, which deposit instruction must be submitted on (and not before) the Additional Closing Date no later than 9:30 a.m., New York City time, on the Additional Closing Date (and such Noteholder acknowledges that any such deposit instruction submitted on any day before the Additional Closing Date will expire unmatched at the close of business on such day and will need to be resubmitted on the Additional Closing Date); and (ii) deliver to the Company, no later than 9:30 a.m., New York City time, on the Additional Closing Date, by wire transfer to the account of the Company specified below, an amount of cash equal to the Aggregate Option Purchase Price payable by such Noteholder: Account Name: Clovis Oncology Inc. Account number: Wire ABA Routing number: ACH ABA Routing number: SWIFT: Bank: ▇▇ ▇▇▇▇▇▇ Chase Bank N.A. Bank address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (e) On the Initial Closing Date, the Company shall deliver or caused to be delivered to such Noteholder or Represented Account the number of Exchanged Shares set forth on Schedule A applicable to such Noteholder via book-entry delivery pursuant to DWAC instructions specified on the applicable Schedule A, with any transfer taxes payable in connection with the delivery of such Exchanged Shares duly paid by the Company; provided that it is understood that no delivery of such Exchanged Shares shall be made until a valid DWAC withdrawal instruction for the Existing 2024 Notes and a valid DWAC deposit instruction for such Exchanged Shares has been received by the Trustee and the Stock Transfer Agent. (bi) Each Non-Principal Country Unit On the Second Closing Date, the Company will occur deliver or caused to be delivered to such Noteholder or Represented Account (A) the aggregate principal amount of Purchased Notes set forth on such Noteholder’s applicable Schedule A pursuant to DWAC instructions specified on the Principal applicable Schedule A, and (B) the Second Closing Exchanged Shares applicable to such Noteholder via book-entry delivery pursuant to DWAC instructions specified on the applicable Schedule A, with any transfer taxes payable in connection with the delivery of such Second Closing Exchanged Shares duly paid by the Company; provided that it is understood that no delivery of such Second Closing Exchanged Shares shall be made until a valid DWAC deposit instruction for the Purchased Notes has been received by the Trustee, and (ii) on the Additional Closing Date, the Company will deliver or caused to be delivered to such Noteholder or Represented Account pursuant to DWAC instructions specified on the applicable Schedule A that portion of the aggregate principal amount of Option Notes pursuant to which the option in Section 1.3 has been exercised. (g) On the Initial Closing Date, the Company will deliver to such Noteholder the applicable Cash Interest Payment by wire transfer to the account of such Noteholders, or its Represented Accounts as set forth on the applicable Schedule A. (h) As a condition to the obligations of the Noteholders at the Initial Closing, the Second Closing and the Additional Closing, as applicable, on the Initial Closing Date, the Second Closing Date so long and any Additional Closing Date, the Company shall furnish to such Noteholder a certificate, dated as of such date, executed on behalf of the conditions set forth Company by an executive officer of the Company, stating that the representations and warranties of the Company in Section 5.03 2 hereof are true and correct as of such date in all material respects (other than those representations and warranties which are qualified by reference to materiality or Material Adverse Effect (as defined below), which shall be true and correct as of such date in all respects) and the Company has complied in all material respects with respect all its agreements contained herein. (i) As a condition to such Non-Principal Country Unit Closing (excluding those conditions the purchase and sale of the Purchased Notes pursuant to be satisfied Section 1.2, at such Non-Principal Country Unit the Second Closing, but as of the Second Closing Date, the 2020 Indenture shall have been executed by the Trustee and the Company. (j) As a condition to the Initial Closing and Second Closing, as of the Initial Closing Date and the Second Closing Date, the Exchanged Shares and the Conversion Shares (as defined below) shall have been approved for listing on the Nasdaq Global Select Market (“Nasdaq Market”) without requiring approval thereof by the Company’s stockholders under the rules of the Nasdaq Market, subject to official notice of issuance. (k) The Initial Closing, the satisfaction orSecond Closing and the Additional Closing, to if any, shall be conditioned on the extent permitted, waiver simultaneous consummation of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived transactions contemplated by such datethe Other Exchange and Purchase Agreement. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after Company intends to complete the Principal transactions contemplated at each of the Initial Closing, the Second Closing and the Additional Closing, as applicable, concurrently for all such other holders of Existing 2024 Notes who have submitted valid DWAC withdrawals and DWAC deposits in respect of the Exchanged Shares and the New 2024 Notes, as applicable, by the applicable deadlines above. In the event that any Non-Principal Country Unit the Noteholder complies with the deadlines above for the DWAC withdrawal and other noteholders do not, subject to the satisfaction of the other conditions to Initial Closing or Second Closing set forth herein, the Company will use its commercially reasonable best efforts to ensure that the Exchanged Shares and New 2024 Notes, as applicable, are delivered to the Noteholder pursuant to this Agreement on the Initial Closing Date, the Second Closing Date or the Additional Closing Date, as applicable. However, in the event that such Exchanged Shares and/or New 2024 Notes are not delivered on the Initial Closing Date, the Second Closing Date or the Additional Closing Date, as applicable, they will be delivered on the business day immediately following the Initial Closing Date, the Second Closing Date or the Additional Closing Date, as applicable. (l) If (i) the Trustee is unable to locate the Noteholder’s DWAC withdrawal in respect of the Existing 2024 Notes, (ii) the Stock Transfer Agent is unable to locate the DWAC deposit in respect of the Exchanged Shares or (iii) such DWAC withdrawal or DWAC deposit does not occur contemporaneously conform with the Principal Existing 2024 Notes or the Exchanged Shares to be exchanged or issued, as applicable, pursuant to this Agreement, the Company will promptly notify the applicable Noteholder. If, because of the occurrence of such an event, the Exchanged Shares are not delivered on the Initial Closing Date or the Second Closing Date, as applicable, they will be delivered on the business day following the Initial Closing Date or the Second Closing Date, as applicable, on which the Trustee is able to locate the DWAC withdrawal or the Stock Transfer Agent is able to locate the DWAC deposit and/or the DWAC withdrawal or DWAC deposit conforms with the Existing 2024 Notes or the Exchanged Shares, as applicable. All questions as to the form of all documents and the validity and acceptance of the Existing 2024 Notes and the issuance of the Exchanged Shares will be determined by the Company, in its reasonable discretion, which determination shall be final and binding. (m) If the Trustee is unable to locate the Noteholder’s DWAC deposit in respect of the New 2024 Notes or such DWAC deposit does not conform with the New 2024 Notes to be issued pursuant to this Agreement, the Company will promptly notify the applicable Noteholder. If, because of the conditions set forth occurrence of such an event, the New 2024 Notes not delivered on the Second Closing Date or the Additional Closing Date, as applicable, they will be delivered on the business day following the Second Closing Date or the Additional Closing Date, as applicable, on which the Trustee is able to locate the DWAC deposit or the DWAC deposit conforms with the New 2024 Notes. All questions as to the form of all documents and the issuance of the New 2024 Notes will be determined by the Company, in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenits reasonable discretion, which determination shall be final and binding.

Closings. (a) The initial closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Initial Closing”) shall take place at the offices of Cravath, Swaine ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP in ▇▇▇, 1330 Avenue of the Americas, New York, New York, at 10:00 A.M., New York City time, on the fifth day (or, if such day is not a Business Day, then on the next Business Day thereafter) following the date upon which the conditions to the obligations of the parties to proceed with the Initial Closing set forth in Sections 6.1(h) and 6.2(e) have been satisfied, provided that, as of such date, all terms and conditions set forth in this Agreement are satisfied with respect to the issuance of the shares of Initial Preferred, or in the event that as of such date one or more such terms or conditions are not satisfied, then the Initial Closing shall take place on the first date on which all such terms and conditions are satisfied with respect to such issuance (such closing date, the “Initial Closing Date”). At the Initial Closing, the Company shall deliver to each Purchaser a certificate for the number of shares of Preferred Stock being purchased by it at the Initial Closing as set forth in Section 2.01(a) 2.2(a), against payment to the Company of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions purchase price therefor set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject 2.2(a) by wire transfer to the satisfaction or, to the extent permitted, waiver Company of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essenceimmediately available funds. (b) Each Non-Principal Country Unit Closing will occur subsequent closing, if any (each, a “Subsequent Closing”), shall take place at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, 1330 Avenue of the Americas, New York, New York on the Principal thirtieth day (or, if such day is not a Business Day, then on the next Business Day thereafter) following the date of the Company’s Option Exercise Notice, provided that, as of such date, all terms and conditions set forth in this Agreement are satisfied with respect to the issuance of the shares of Conditional Preferred that are the subject of such Option Exercise Notice, or in the event that as of such date one or more such terms or conditions are not satisfied, then such Subsequent Closing Date so long as shall take place on the first date on which all such terms and conditions are satisfied with respect to such issuance (each such closing date, a “Subsequent Closing Date”). In the event that one or more conditions set forth in Section 5.03 6.3 are not satisfied with respect to the issuance of the shares of Conditional Preferred that are the subject of an Option Exercise Notice within two hundred seventy (270) days following the date of the related Milestone Event, then as of such Non-Principal Country Unit Closing date the provisions of this Agreement relating to the right and obligation of the Company to sell such shares to the Purchaser and the right and obligation of the Purchaser to purchase such shares from the Company shall, at the election of the Purchaser made by written notice to the Company at any time following the expiration of such two hundred seventy (excluding those conditions 270) day period, terminate and be of no further force or effect. At each Subsequent Closing, the Company shall deliver to be satisfied each Purchaser a certificate for the number of shares of the relevant series of Conditional Preferred issuable to the Purchaser at such Non-Principal Country Unit Subsequent Closing, but subject against payment to the satisfaction or, to Company of the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions purchase price therefor set forth in Section 5.03 with respect 2.2(b). The Initial Closing and each Subsequent Closing, if any, are collectively referred to such Non-Principal Country Unit Closing have not beenas the “Closings.”

Closings. (a) The closing a. On the terms of this Agreement, the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units Initial Closing Shares (the “Principal Initial Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, occur on the date hereof as soon as reasonably practicable following the execution and delivery of this Agreement by the Parties, subject to all of the conditions to the Initial Closing set forth in Section 2.01(a) 2.03, Section 2.04 and Section 2.05, as applicable, being satisfied or, to the extent permitted by Law, waived by the Party entitled to the benefit thereof, at such time, and shall be conducted remotely via the electronic exchange of the Disclosure Letterdocuments and signatures, or at such other place place, time and time date as Company and Purchaser mutually agree, orally or in writing (the parties hereto date on which the Initial Closing occurs, the “Initial Closing Date”). b. The purchase and sale of the Milestone Closing Shares (the “Milestone Closing”) shall mutually agree or as required by applicable Law; provided that if occur at 10:00 a.m. (New York City time) on the fifth (5th) Business Day following such date on which all of the conditions to the Milestone Closing set forth in Section 5.01 or 5.02 (excluding those conditions to be satisfied at the Principal Closing2.03, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 Section 2.04 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) 2.05 have been satisfied or, to the extent permittedpermitted by Law, waived by the Party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Milestone Closing, but subject to the satisfaction or waiver of those conditions at such date. The parties hereto expect that one time), and shall be conducted remotely via the electronic exchange of documents and signatures, or more Nonat such other time and place as Company and Purchaser mutually agree, orally or in writing (the date on which the Milestone Closing occurs, the “Milestone Closing Date”). c. At the applicable Closing, Company shall (i) deliver to Purchaser the applicable Shares being purchased by Purchaser at such Closing against payment of the Initial Closing Purchase Price or Milestone Closing Purchase Price, as applicable, therefor by wire transfer of immediately available U.S. funds to an account designated by Company, (ii) instruct Broadridge Corporate Issuer Solutions, Inc. or cause such transfer agent to be instructed, to create a book-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously entry account for Purchaser and credit Purchaser’s account with the Principal Closing because applicable Shares, (iii) deliver to Purchaser evidence reasonably satisfactory to Purchaser of the conditions set forth foregoing and that the applicable Shares have been issued to Purchaser in Section 5.03 with respect book-entry form and (iv) take all other actions as may be necessary to such Nonissue, sell, transfer and deliver to Purchaser all the applicable Shares in book-Principal Country Unit Closing have not beenentry form.

Closings. (a) The closing Except to the extent this Agreement shall have been earlier terminated with respect to such License in accordance with the provisions of this Agreement, the consummation of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units transactions contemplated by this Agreement shall occur at one or more Closings (the each, a “Principal Closing”) shall take place at the offices of Cravath), Swaine & ▇▇▇▇▇ LLP in New Yorkeach case, New York, via electronic document exchange at 10:00 A.M., New York City time, a.m. Eastern time (i) on the date set forth designated by T-Mobile that is not more than five (5) Business Days after the satisfaction or T-Mobile’s waiver in Section 2.01(a) writing of the Disclosure Letter, or at such other place Final Order Condition with respect to a License (and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 on not less than three (excluding those conditions 3) Business Days prior written notice from T-Mobile to be satisfied at the Principal ClosingComcast), but subject to the satisfaction or, to the extent permitted, or waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions Article 6 with respect to be satisfied at the Principal Closingsuch License; provided that, but subject notwithstanding anything in this Agreement to the satisfaction orcontrary, unless T-Mobile and Comcast agree otherwise, except as set forth on Schedule C and Schedule D, (x) in no event shall any Closing with respect to any License occur prior to the extent permitted, waiver date that is the same day of such conditions at the Principal Closingmonth as the Initial Lease Commencement Date in the fifty-fourth (54th) month following the Initial Lease Commencement Date (the “Principal Target Closing Date”); provided further that, if no such day exists, the Target Closing Date shall be the last day of such fifty-fourth (54th) month, and (y) in no event shall Comcast be required to consummate any Closing with respect to any Part 1 License unless the first such Closing includes the Requisite Part 1 Initial Closing Licenses, or (ii) at such other time or place as may be agreed upon in writing by T-Mobile and time Comcast. The date of each Closing is referred to herein as the parties hereto shall mutually agree. The Principal “Closing shall be deemed Date” with respect to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essencesuch Closing. (b) Each Non-Principal Country Unit Closing will occur on Subject to the Principal Closing Date so long as terms and conditions hereof, at each Closing, the conditions set forth in Section 5.03 applicable Parties shall execute and deliver, with respect to the Licenses subject to such Non-Principal Country Unit Closing Closing, an instrument of assignment in the form attached hereto as Exhibit A (excluding those conditions an “Instrument of Assignment”) and the other certificates and documents required to be satisfied delivered at such Non-Principal Country Unit Closing, but subject Closing pursuant to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenArticle 6.

Closings. (a) The closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New Yorka mutually agreed location, at 10:00 A.M., New York City time, on the date set forth in Section 2.01(a) of the Disclosure LetterDecember 21, 2011, or at such other place and time as the parties hereto shall mutually agree or as if required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 Article V with respect to the Principal Closing (excluding those conditions intended to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions Article V with respect to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) Closing (the “Principal Closing Date”) or at such other place and time as the parties hereto shall mutually agree). The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City local time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essencesuch Closing. (b) Each The closing of the purchase and sale of the Transferred Assets relating to each Non-Principal Country Unit Closing and the assumption of the Assumed Liabilities relating to such Non-Principal Country Unit will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 Article V with respect to such Non-Principal Country Unit Closing (excluding those conditions intended to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, or waived by such date. The parties hereto expect that the transfer to Buyer of one or more of the Non-Principal Country Unit Closings Units (including the Transferred Assets, Assumed Liabilities and Transferred Employees relating thereto) may take place after after, but not before, the Principal Closing. In the event that the Closing with respect to any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 Article V with respect to such Closing have not been satisfied or waived on or prior to the Principal Closing Date, then the parties shall hold the Closing in respect of such Non-Principal Country Unit within five business days after all of the conditions set forth in Article V with respect to such Non-Principal Country Unit have been satisfied or waived (excluding those conditions intended to be satisfied at such Closing) (each such date, a “Non-Principal Country Unit Closing have not beenDate”). Until the occurrence of the applicable Closing with respect to such Non-Principal Closing Unit, none of the assets, liabilities or employees of such Non-Principal Country Unit shall be transferred to or assumed by Buyer, as the case may be, and Seller shall hold and operate, for its account, such Non-Principal Country Unit in a manner consistent with Seller’s obligations under Section 6.01, the parties shall diligently work to satisfy the conditions precedent set forth in Article V, subject to the parties’ obligations set forth in Section 6.05 and the parties shall enter into a distribution arrangement with respect to such Non-Principal Country Unit upon the terms and conditions set forth in the Transition Services Agreement.

Closings. (a) 2.3.1 The closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) Initial Closing shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, occur at 10:00 A.M., am (New York City time, ) on the such date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree may select, not later than the third Business Day after satisfaction or as required (to the extent permitted by applicable Law; provided that if law) waiver of the conditions set forth in Section 5.01 or 5.02 2.7 (excluding Conditions to the Initial Closing) (other than those conditions that by their terms are to be satisfied at the Principal Initial Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions at other place, time and date shall be agreed in writing between the Principal Closing) shall not have been satisfied or waived by Company and Gilead (such date, then the Principal “Initial Closing Date”). 2.3.2 At any time and from time to time during the Exercise Period, Gilead shall have a right (but not the obligation) to purchase from the Company, and the Company shall issue and sell to Gilead, Additional Shares, at the applicable Additional Shares Purchase Price. Gilead may exercise this right (but not more than once in any period of 90 days; provided that, following the delivery of a Designated Event Notice, Gilead may exercise this right at any time, without regard to such 90 day limitation) by giving written notice to the Company (each, an “Additional Shares Purchase Notice”). Each Additional Shares Purchase Notice shall (a) set forth the applicable Additional Closing Date and (b) specify the number of Additional Shares to be held purchased on such Additional Closing Date; provided that such number of Additional Shares, if purchased, would not cause, collectively, Gilead and its Controlled Affiliates to Beneficially Own a number of shares of Common Stock greater than 35% of the Company Capitalization as of the applicable Additional Closing Date. The Closing of each such sale of Additional Shares shall occur at 10:00 A.M., am (New York City time, on the second business day ) as promptly as practicable following the date of the Additional Shares Purchase Notice and not later than the third Business Day after satisfaction or (or, to the extent permitted, waiverpermitted by law) waiver of the conditions set forth in Sections 5.01 and 5.02 Section 2.8 (excluding Conditions to each Additional Closing) (other than those conditions that by their terms are to be satisfied at the Principal Additional Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions at other place, time and date shall be agreed in writing between the Principal Closing) Company and Gilead (the each such date, an “Principal Additional Closing Date,” and each such closing, an “Additional Closing”) ). For clarity, Gilead may rescind or revoke an Additional Shares Purchase Notice at such other place and any time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject its sole discretion prior to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit applicable Additional Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenDate.

Closings. (a) The closing purchase, sale and issuance of the purchase and sale Stock shall take place at one or more closings (each of the Transferred Assets relating which is referred to the Principal Country Units in this Agreement as a “Closing” and the assumption date of the Assumed Liabilities relating each is referred to the Principal Country Units (the in this Agreement as a “Principal ClosingClosing Date”) ). The Initial Closing shall take place at the offices of Cravath, Swaine & S▇▇▇▇▇ LLP in New YorkA▇▇▇▇▇▇▇ & Markiles, New YorkLLP, at 10:00 A.M.1▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, New York City time▇▇▇▇ ▇▇▇▇▇, on the date set forth in Section 2.01(a) of the Disclosure Letter▇▇▇▇▇▇▇ ▇▇▇▇, California 91403, or at such other place and time location as the parties hereto shall mutually agree agree, no later than the second Business Day following the satisfaction or as required by applicable Law; provided that if waiver of the conditions set forth provided in Section 5.01 or 5.02 ARTICLE VIII and ARTICLE IX of this Agreement (excluding those other than conditions that, by their terms, are intended to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closingconditions) (the “Principal Initial Closing Date”) or at such other place and time as ), but in no event later than the parties hereto shall mutually agree. The Principal Outside Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essenceDate. (b) Each Non-Principal Country Unit Closing will occur on If less than all of the Principal Closing Date so long as Stock is sold and issued at the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Initial Closing, but then, subject to the satisfaction orterms and conditions of this Agreement, to the extent permitted, waiver of such conditions Company may sell and issue at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may subsequent closings (each, a “Subsequent Closing”) within ninety (90) days after the Initial Closing, to one or more Buyers or new purchasers (each, an “Additional Buyer”) approved by the Company’s Board of Directors, the number of shares of Stock as agreed to by the Company and such Buyer or Additional Buyer; provided, that (a) such subsequent sale is consummated prior to the Outside Closing Date, (b) each Additional Buyer shall become a party to this Agreement and the other Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents and (c) the aggregate number of shares of Stock sold pursuant to this Agreement does not exceed 600,000. Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein. Each Subsequent Closing shall take place after at such date, time and place as shall be approved by the Principal ClosingCompany and the Placement Agent each in their sole discretion. In The Schedule of Buyers attached to this Agreement shall be updated to reflect the event that any Non-Principal Country Unit number of shares of Stock purchased at each such Subsequent Closing does not occur contemporaneously with and the Principal Closing because the conditions set forth in Section 5.03 with respect to Buyer or Additional Buyer purchasing such Non-Principal Country Unit Closing have not beenStock.

Closings. (a) The closing consummation of the purchase purchase, assignment and sale transfer of all right, title and interest in and to the DCA Initial Slots and the US Airways Initial Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units contemplated hereby (the “Principal Initial Closing”) ), shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, on the date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if fifth Business Day after all the conditions set forth in Section 5.01 8.01, Section 8.02 and Section 8.03 have been satisfied or 5.02 waived (excluding other than those conditions that by their nature are to be satisfied at the Principal Initial Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such those conditions at the Principal Initial Closing) shall not have been satisfied ), or waived by on such date, then the Principal other date as US Airways and Delta may agree in writing. The Initial Closing shall be held at no later than 10:00 A.M.a.m., New York City Chicago time, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois, 60606, or such other time or place as US Airways and Delta may agree in writing (the date on which the Initial Closing takes place being the “Initial Closing Date”). (b) After the Initial Closing Date the consummation of the purchase, assignment and transfer of all right, title and interest in and to the DCA Subsequent Slots and the LaGuardia Subsequent Slots contemplated hereby (the “Subsequent Closing,” and each of the Initial Closing and the Subsequent Closing, a “Closing”), shall take place on the second business day earlier of (i) the tenth Business Day of the next calendar year following the satisfaction Initial Closing Date, (orii) the fifteenth (15th) Business Day after written notice by US Airways to Delta that US Airways has determined to close in compliance with the terms and conditions of the Citi Loan Agreement or (iii) on such other date as US Airways and Delta may agree in writing, in each case subject to the extent permitted, waiver) satisfaction or waiver of all the conditions set forth in Sections 5.01 and 5.02 Section 8.04 (excluding other than those conditions that by their nature are to be satisfied at the Principal Subsequent Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such those conditions at the Principal Subsequent Closing) ). The Subsequent Closing shall be held no later than 10:00 a.m., Chicago time, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois, 60606, or such other time or place as US Airways and Delta may agree in writing (the date on which the Subsequent Closing takes place being the “Principal Subsequent Closing Date,” and each of the Initial Closing Date and the Subsequent Closing Date, a “Closing Date”) or at such other place and time as the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is of the essence). (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not been

Closings. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase at the Per Share Purchase Price (a) The the Shares set forth opposite such Purchaser's name on Exhibit A-1 at a closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal "Initial Closing”") shall to take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City a.m. (Eastern time, ) on the later to occur of (i) the twelfth Trading Day after the date set forth in Section 2.01(ahereof and (ii) the first Trading Day following the satisfaction or waiver of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 2.3 of this Agreement (excluding other than those conditions that by their nature are to be satisfied at the Principal Initial Closing, but subject to satisfaction or waiver thereof) and (b) the satisfaction orShares set forth opposite such Purchaser's name on Exhibit A-2 at a closing (the "Second Closing" and, together with the Initial Closing, each a "Closing") to the extent permitted, waiver of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held take place at 10:00 A.M., New York City a.m. (Eastern time, ) on the second business day third Trading Day following the satisfaction (or, to the extent permitted, waiver) or waiver of the conditions set forth in Sections 5.01 and 5.02 Section 2.3 of this Agreement (excluding other than those conditions that by their nature are to be satisfied at the Principal Second Closing, but subject to satisfaction or waiver thereof). The date on which the satisfaction or, Initial Closing is to occur is referred to herein as the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal "Initial Closing Date”) or at such other place " and time the date on which the Second Closing is to occur is referred to herein as the parties hereto "Second Closing Date." The Company and each Purchaser shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on deliver the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions other items set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied 2.2 deliverable at such Non-Principal Country Unit the Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The Closing shall occur at the offices of Company Counsel or such other location as the parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenshall mutually agree.

Closings. (a) The Subject to the satisfaction or valid waiver of all closing conditions set forth in Article IV hereto, the closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units Initial Transactions (the “Principal Initial Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., occur on or before 9:00 a.m. (New York City time) on or before August 15, on the date set forth in Section 2.01(a) of the Disclosure Letter2024, or at such other place and time date as the parties hereto shall may mutually agree (the “Initial Closing Date”). At the Initial Closing, (a) each Purchaser shall deliver or cause to be delivered to the Company the Initial Purchase Price as required specified on Exhibit A hereto and (b) the Company shall deliver to each Purchaser the aggregate principal amount of Purchaser Initial Closing New Notes and the Initial Warrants, each as specified on Exhibit A hereto, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”) created by applicable Law; provided that if the Company. At the Initial Closing, (A) each Purchaser shall deliver the Initial Purchase Price via wire transfer to the account designated by the Company, (B) the Company shall deliver to each Purchaser the Purchaser Initial Closing New Notes specified on Exhibit A hereto in global form through the Depository Trust Company (“DTC”) and (C) the Company shall deliver to each Purchaser executed Initial Warrants as set forth on Exhibit A. (b) Subject to the satisfaction or valid waiver of all closing conditions set forth in Section 5.01 or 5.02 Article IV hereto, the closing of any Subsequent Transactions (excluding those conditions to be satisfied at a “Subsequent Closing” and, together with the Principal Initial Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal a “Closing”) shall not have been satisfied occur on or waived by such date, then the Principal Closing shall be held at 10:00 A.M., before 9:00 a.m. (New York City time, ) on the second business day following date as the satisfaction parties may mutually agree (oreach, to a “Subsequent Closing Date” and, together with the extent permittedInitial Closing Date, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the a “Principal Closing Date”). At each Subsequent Closing, (a) each Purchaser shall deliver or at such other place cause to be delivered to the Company the applicable Subsequent Purchase Price and time (b) the Company shall deliver to each Purchaser the applicable aggregate principal amount of Purchaser Subsequent Closing New Notes and Subsequent Closing Commitment Warrants, each as specified on the parties hereto updated Exhibit A, free and clear of any Liens created by the Company. At the applicable Subsequent Closing, (A) each Purchaser shall mutually agree. The Principal deliver the applicable Subsequent Purchase Price via wire transfer to the account designated by the Company, (B) the Company shall deliver to each Purchaser the applicable Purchaser Subsequent Closing New Notes in global form through the DTC and (C) the Company shall deliver to each Purchaser executed Subsequent Closing Commitment Warrants as set forth on the updated Exhibit A. (c) Notwithstanding anything in this Agreement to the contrary, no Closing with respect to any portion of (and no Purchaser New Notes shall be deemed issued with respect to) the Initial Transactions or any Subsequent Transaction, as applicable, shall occur if (i) for any reason any portion of such Transaction is not concurrently completed at the applicable Closing, (ii) for any reason the acquisition of any portion of the Holder Initial Closing New Notes (as defined in the August 2024 Exchange Agreement (as defined below) as of the date hereof), with respect to occur and the Initial Transactions, or any portion of the applicable Holder Subsequent Closing New Notes (as defined in the August 2024 Exchange Agreement as of the date hereof) to be effective at 11:59 P.M.acquired in connection with such Subsequent Draw pursuant to the terms of the August 2024 Purchase Agreement (as of the date hereof), New York City timewith respect to the applicable Subsequent Transaction, is not consummated concurrently with the Closing of such Transaction in accordance with the terms of the documents related thereto in the form entered into on the date thereof. Buyer and Seller specifically acknowledge that time is hereof, or (iii) any amendment, modification or waiver of any documentation relating to the Exchange Transactions (as defined below) or the Transactions (including through any agreement, arrangement or understanding, whether or not written, outside of such documentation to in any manner alter, supplement or change the terms of the essence. applicable Purchase Transactions or the applicable Transactions) shall have been made without the written consent of all parties to August 2024 Exchange Agreement materially adversely affected thereby (b) Each Non-Principal Country Unit Closing will occur on which, to avoid doubt, shall include, without limitation, any amendment, waiver or modification of any of the Principal Closing Date so long as economic terms of this Agreement or the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions August 2024 Exchange Agreement or any of the securities to be satisfied at issued pursuant hereto or thereto other than any amendment, waiver or modification that makes only a de minimis change to any such Non-Principal Country Unit Closing, but subject economic term) since the executed versions of such documentation provided to the satisfaction or, parties to the extent permitted, waiver August 2024 Exchange Agreement concurrently with the execution of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, agreement. Each of the parties to the extent permitted, waived by such date. The parties hereto expect that one or more NonAugust 2024 Exchange Agreement shall be a third-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in party beneficiary of this Section 5.03 with respect 1.3(c) and shall be entitled to such Non-Principal Country Unit Closing have not beenenforce this Section 1.3(c) directly as though a party to this Agreement.

Closings. (a) The closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) transactions contemplated hereby with respect thereto shall take place be held at the offices of Cravath, Swaine & ▇▇▇▇▇▇ LLP in ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP, One Liberty Plaza, New York, New York, at 10:00 A.M., A.M. New York City time, as follows: (i) With respect to the first Closing (the “Initial Closing”), on the date set forth in Section 2.01(afirst (1st) Business Day of the Disclosure Letter, or at such first (1st) month following the date on which all Closing Conditions (other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 (excluding than those conditions that by their nature are to be satisfied by actions taken or information available at the Principal Initial Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions thereof at the Principal Initial Closing) shall not with respect to at least twelve (12) Facilities, including each of the Facilities listed on Schedule 3.1(a)(i) (the “Initial Closing Threshold”) have been satisfied or waived by (the “Initial Closing Date”) on or prior to the twentieth (20th) day of such date, then the Principal month. The Initial Closing shall be held at 10:00 A.M., New York City time, on the second business day following the satisfaction include each Facility (or, and its related Purchased Assets and Assumed Liabilities) with respect to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 which all Closing Conditions (excluding other than those conditions that by their nature are to be satisfied by actions taken at the Principal Initial Closing, but subject to satisfaction thereof at the satisfaction or, Initial Closing) have been satisfied on or prior to the extent permittedtwentieth (20th) day of the month immediately prior to the Initial Closing Date. (ii) With respect to each Closing after the Initial Closing (each, waiver a “Subsequent Closing”), on the first (1st) Business Day of such conditions at the Principal Closingfirst (1st) month (the each, a “Principal Subsequent Closing Date”) following the date on which all Closing Conditions (other than those conditions that by their nature are to be satisfied by actions taken or information available at the Subsequent Closing, but subject to satisfaction thereof at the Subsequent Closing) with respect to at least one Facility (other than Facilities with respect to which a Closing has previously occurred) have been satisfied or waived on or prior to the twentieth (20th) day of such month. Each Subsequent Closing shall include each Facility (and its related Purchased Assets and Assumed Liabilities) with respect to which all Closing Conditions (other than any conditions that by their nature are to be satisfied by actions taken at a Subsequent Closing, but subject to satisfaction thereof at such other place and time as Subsequent Closing) have been satisfied on or prior to the parties hereto shall mutually agree. The Principal Closing shall be deemed to occur and be effective at 11:59 P.M., New York City time, on the date thereof. Buyer and Seller specifically acknowledge that time is twentieth (20th) day of the essencemonth immediately prior to the Subsequent Closing Date (other than Facilities with respect to which a Closing has previously occurred). (b) The Initial Closing and each Subsequent Closing is herein referred to as a “Closing.” The Initial Closing Date and each Subsequent Closing Date is herein referred to as a “Closing Date.” Each Non-Principal Country Unit Closing will occur shall be deemed effective as of 12:00:01 A.M. on local Facility time on the Principal applicable Closing Date so long as (the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not been“Effective Time”).

Closings. (a) 2.3.1 The closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) Initial Closing shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, occur at 10:00 A.M., am (New York City time, ) on the such date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree may select, not later than the third Business Day after satisfaction or as required (to the extent permitted by applicable Law; provided that if law) waiver of the conditions set forth in Section 5.01 or 5.02 2.7 (excluding Conditions to the Initial Closing) (other than those conditions that by their terms are to be satisfied at the Principal Initial Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions at other place, time and date shall be agreed in writing between the Principal Closing) shall not have been satisfied or waived by Company and Gilead (such date, then the Principal “Initial Closing Date”). 2.3.2 The Second Closing shall be held occur at 10:00 A.M., am (New York City time) on such date as the parties may select, on not later than the second business day following the third Business Day after satisfaction or (or, to the extent permitted, waiverpermitted by law) waiver of the conditions set forth in Sections 5.01 Section 2.8 (Conditions to the Second Closing and 5.02 each Additional Closing) (excluding other than those conditions that by their terms are to be satisfied at the Principal Second Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions at other place, time and date shall be agreed in writing between the Principal Closing) Company and Gilead (such date, the “Principal Second Closing Date”). 2.3.3 At any time and from time to time during the Exercise Period, Gilead shall have a right (but not the obligation) or to purchase from the Company, and the Company shall issue and sell to Gilead, Additional Shares, at the applicable Additional Shares Purchase Price. Gilead may exercise this right (but not more than once in any period of 90 days; provided that, following the delivery of a Designated Event Notice, Gilead may exercise this right at any time, without regard to such other place 90 day limitation) by giving written notice to the Company (each, an “Additional Shares Purchase Notice”). Each Additional Shares Purchase Notice shall (a) set forth the applicable Additional Closing Date and time (b) specify the number of Additional Shares to be purchased on such Additional Closing Date; provided that such number of Additional Shares, if purchased, would not cause, collectively, Gilead and its Controlled Affiliates to Beneficially Own a number of shares of Common Stock greater than 35% of the Company Capitalization as of the parties hereto shall mutually agreeapplicable Additional Closing Date. The Principal Closing of each such sale of Additional Shares shall be deemed to occur and be effective at 11:59 P.M., 10:00 am (New York City time, on ) as promptly as practicable following the date thereof. Buyer and Seller specifically acknowledge that time is of the essence. Additional Shares Purchase Notice and not later than the third Business Day after satisfaction or (bto the extent permitted by law) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as waiver of the conditions set forth in Section 5.03 with respect 2.8 (Conditions to such Non-Principal Country Unit the Second Closing and each Additional Closing) (excluding other than those conditions that by their terms are to be satisfied at such Non-Principal Country Unit the Additional Closing, but subject to the satisfaction or, or (to the extent permitted, permitted by law) waiver of those conditions), unless such conditions other place, time and date shall be agreed in writing between the Company and Gilead (each such date, an “Additional Closing Date,” and each such closing, an “Additional Closing”). For clarity, Gilead may rescind or revoke an Additional Shares Purchase Notice at such Non-Principal Country Unit Closing) have been satisfied or, any time in its sole discretion prior to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit applicable Additional Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenDate.

Closings. (a) The closing of the purchase and sale of the Transferred Assets relating Initial Shares pursuant to the Principal Country Units and the assumption terms of the Assumed Liabilities relating to the Principal Country Units (the “Principal Closing”) Section 2.1 shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ Proskauer Rose LLP in New York, New York, at 10:00 A.M.a.m. on February 6, New York City time, on the date set forth in Section 2.01(a) of the Disclosure Letter2002, or at such other time and place and time as the parties hereto shall Company and the Purchasers mutually agree or upon in writing (which time and place are designated as required by applicable Law; provided that if the "First Closing"). (b) The purchase and sale of Additional Shares pursuant to the terms and conditions set forth in of Sections 2.2 and this Section 5.01 or 5.02 (excluding those conditions to be satisfied 2.3 shall take place at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver offices of such conditions at the Principal Closing) shall not have been satisfied or waived by such date, then the Principal Closing shall be held at 10:00 A.M.Proskauer Rose LLP in New York, New York City timeat 10:00 a.m. on February 28, on the second business day following the satisfaction (or2002, or at such other time as determined pursuant to the extent permitted, waiver) of the conditions set forth in Sections 5.01 and 5.02 (excluding those conditions to be satisfied at the Principal Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Principal Closing) (the “Principal Closing Date”Section 2.3(d) or at such other time and place and time as the parties hereto shall Company and the Purchasers mutually agree. The Principal Closing shall be deemed to occur agree upon in writing (which time and be effective at 11:59 P.M., New York City time, on place are designated as the date thereof. Buyer and Seller specifically acknowledge that time is of the essence"Second Closing"). (bc) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing (excluding those conditions to be satisfied at such Non-Principal Country Unit Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at such Non-Principal Country Unit Closing) have been satisfied or, to the extent permitted, waived by such date. The parties hereto expect that one or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with Average Market Price is less than $15.00 (the Principal Closing because the conditions set forth "Floor Price"), then, except as specifically provided in Section 5.03 2.3(d) below, the Second Closing shall not occur, and no Purchaser shall be obligated to purchase and the Company shall not be obligated to sell any Additional Shares. (d) Notwithstanding anything to the contrary in Section 2.3(c) above, in the event that the Average Market Price is less than the Floor Price, then each Purchaser shall have the right (but not the obligation), with respect to itself only, to require a Second Closing to purchase its respective Second Closing Warrant and Additional Shares (or any portion of Additional Shares) for the Second Closing Purchase Price applicable to such Non-Principal Country Unit Purchaser (such Second Closing have not beenPurchase Price proportionately reduced to the extent such Purchaser purchases less than all of its respective Additional Shares). Such right shall be exercised by delivery of written notice to such effect by such Purchaser to the Company delivered on or before 5:30 P.M. on March 4, 2002. Upon such delivery of written notice to the Company, the date of the Second Closing for all purposes herein shall be the third Trading Day following delivery of such notice. Any Purchaser delivering such notice may revoke such notice at any time prior to the consummation of the Second Closing.

Closings. (a) The closing of the purchase and sale of the Transferred Assets relating to the Principal Country Units and the assumption of the Assumed Liabilities relating to the Principal Country Units each Vessel Delivery or Chartered Company Sale (the “Principal each a "Closing”") shall take place (a) in the case of a Vessel Delivery, at the offices time and place specified in the applicable MOA, subject to the satisfaction or waiver of Cravath, Swaine & ▇▇▇▇▇ LLP in New York, New York, at 10:00 A.M., New York City time, on the date set forth in Section 2.01(a) of the Disclosure Letter, or at such other place and time as the parties hereto shall mutually agree or as required by applicable Law; provided that if the conditions set forth in Section 5.01 or 5.02 6.9(b)(ii), Article 7, and Article 8 (excluding other than those conditions to that will be satisfied at the Principal applicable Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions at such Closing), (b) in the Principal Closing) shall not have been satisfied or waived by such date, then case of the Principal Closing shall be held at 10:00 A.M., New York City timeChartered Company Sale of the Joint Venture Interests, on the second business day following October 31, 2014, subject to the satisfaction (or, to the extent permitted, waiver) or waiver of the conditions set forth in Sections 5.01 Section 6.9(b)(ii), Article 7, and 5.02 Article 8 (excluding other than those conditions to that will be satisfied at the Principal applicable Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions at the Principal such Closing) (the “Principal Closing Date”) ), or at such other place and place, at such other time or on such other date as the parties hereto shall Buyer and the Seller may mutually agree. The Principal agree in writing, and (c) in the case of a Chartered Company Sale involving the sale of any Chartered SPV Interests, the Closing shall be deemed to occur not take place until the earlier of (i) the Outside Date and be effective at 11:59 P.M., New York City time, on (ii) the date thereof. Buyer on which all Vessel Deliveries have been either (x) consummated pursuant to this Agreement and Seller specifically acknowledge that time is the applicable MOAs or (y) terminated pursuant to Section 10.1, subject to the satisfaction or waiver of the essence. (b) Each Non-Principal Country Unit Closing will occur on the Principal Closing Date so long as the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing 6.9(b)(ii), Article 7, and Article 8 (excluding those other than these conditions to that will be satisfied at such Non-Principal Country Unit the applicable Closing, but subject to the satisfaction or, to the extent permitted, or waiver of such conditions at such Non-Principal Country Unit Closing); provided that, in the case of (b) and (c) above, the parties shall coordinate and cooperate fully with the other party to have been satisfied orsuch sale occur during a ballast leg of the applicable Chartered Vessel or in port, cargo free, at a time and place of delivery specified by Seller; provided Seller compensates Buyer at Closing for any such delay beyond October 31, 2014, in the case of the Joint Venture Interests, and beyond December 31, 2014, in the case of Chartered SPV Interests, and Buyer compensates Seller at Closing for any such period prior to October 31, 2014, in the case of the Joint Venture Interests, and December 31, 2014, in the case of Chartered SPV Interests, in an amount equal to (I) the gross revenues earned by the Chartered Vessel from the voyage allocable to each day prior to (in the event Buyer is compensating) or after (in the event Seller is compensating) October 31, 2014 or December 31, 2014, as applicable, if any, less (II) the Chartered Vessel operating expenses so allocable to each such day of early delivery or delay, as applicable. The date upon which a Closing occurs is referred to herein as a "Closing Date". Each of the parties hereto acknowledges and agrees to treat any and all compensation pursuant to the previous proviso as an adjustment to the consideration received hereunder by Seller. Unless the Buyer and Seller otherwise mutually agree in writing, each Closing shall take place on a Business Day and a time during normal banking hours in New York, NY, but shall be deemed to have occurred as of 12:00:01 a.m. local time in New York, NY on the Closing Date. (b) In specifying the time and place of delivery in the MOA for each of the Vessels and for the time of the Closing of the sale and purchase of the Chartered Securities of each Chartered Company, the parties shall coordinate and cooperate fully with the other party hereto in exchanging such information and providing such assistance as the other party hereto may reasonably request in connection with promptly seeking to complete the Vessel Deliveries and Chartered Company Sales. Further, the parties agree to act commercially and reasonably and to coordinate and cooperate fully with the other party, after taking into account port of lading, port of discharge, any applicable charter, cost of anchorage, cost of bunkers, lubricating and hydraulic oils and greases, nearest port of convenience and any other reasonable cost or operational consideration, in specifying the time and place of delivery to be specified in the MOA for each Vessel. The parties have agreed upon the initial proposed general delivery schedule attached hereto as Exhibit 3 (the "Delivery Schedule") setting forth expected times and places where each of the Vessels and Chartered Vessels are to be delivered hereunder. As frequently as is practical between the date hereof and the Final Closing Date, the parties will, acting in good faith as provided herein, agree upon updated versions of Exhibit 3 reflecting more specific dates and delivery port locations. When specific delivery details for a particular Vessel are set by Seller in substantial accordance with the most recently agreed Delivery Schedule, the parties shall cause the relevant Seller SPV and Buyer SPV to execute and deliver an MOA reflecting such delivery terms and otherwise in the form contemplated hereby. If the Buyer SPV does not take delivery of the Vessel within the period or on the date specified in clause 5 of such MOA (when the Seller SPV is prepared to deliver it in compliance with the requirements of the MOA and absent any force majeure event preventing performance by the Buyer SPV), then the Buyer shall pay, for each day of delay in taking delivery, the following penalty amount in cash (for Handymax Vessels- $6,000 per day, for Panamax Vessels- $7,000 per day, for Kamsarmax Vessels- $8,000 per day, and for Capesize Vessels- $13,000 per day), with such penalty continuing for up to ten (10) days. If Buyer SPV takes delivery on or before the last day of such ten (10)-day period in accordance with the terms of the MOA, such penalty amounts shall constitute liquidated damages. From and after such ten (10)-day period, in addition to any remedies at law or in equity, including, without limitation, any rights under Section 11.15, the Seller SPV shall have the right to cancel the MOA and seek damages for its losses, including incidental, consequential, special or indirect damages (but excluding punitive damages), including loss of future revenue or income, loss of business reputation or opportunity, or diminution of value, caused thereby in accordance with the provisions of the MOA and applicable Law. For the avoidance of doubt, unless the Seller SPV shall have exercised the right to cancel the MOA, the applicable Closing shall occur at the end of such ten (10)-day period in accordance with the terms of the MOA, notwithstanding the fact that Buyer shall have paid any penalty. Seller shall cause the Seller SPVs to deliver Notices of Readiness under the MOA with respect to no more than three (3) Vessel Deliveries and/or Chartered Company Sales per week (unless Buyer, in its sole discretion, agrees in writing to a greater number in any week). (c) Seller shall, and shall cause the Seller SPVs and the Chartered Seller SPVs and its and their respective officers, employees, advisers and other representatives to, use its commercially reasonable efforts to provide to Buyer and Buyer Borrower, at Buyer's sole cost and expense, all cooperation that is reasonably requested by Buyer or Buyer Borrower in connection with the Buyer Credit Agreement, including cooperating in satisfying the conditions precedent set forth in the Buyer Credit Agreement to the extent permittedthe satisfaction of any such conditions requires the cooperation of the Seller, waived by such date. The parties hereto expect that one Seller SPV or more Non-Principal Country Unit Closings may take place after the Principal Closing. In the event that any Non-Principal Country Unit Closing does not occur contemporaneously with the Principal Closing because the conditions set forth in Section 5.03 with respect to such Non-Principal Country Unit Closing have not beenChartered Seller SPV.