Common use of Concurrent Financing Clause in Contracts

Concurrent Financing. The Concurrent Financing is comprised of the various financing transactions effected pursuant to various financing-related agreements, all executed March 12, 2014, among the Company and various investors and lenders. Exhibit A Form of Note Please see attached. THIS PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS. PROMISSORY NOTE US $[Amount of Advance] [Draw Date] FOR VALUE RECEIVED, Star Scientific, Inc., a Delaware corporation (the “Company” or “Borrower”), hereby unconditionally promises to pay to Xxxx Xxxxxx XxXxxx an individual with an address at 00X Xxxx Xxxxxxx, Xxx Xxxxx, XX 00000 or his permitted assignee (the “Lender”) the principal sum of ________________ MILLION DOLLARS ($_,000,000), together with accrued interest, in lawful money of the United States of America (the “Note”). Interest and principal shall be payable at such address or by wire transfer to such account as the Lender shall specify by written notice or in the absence of such notice at 00X Xxxx Xxxxxxx, Xxx Xxxxx, XX 00000.

Concurrent Financing. The Concurrent Financing is As a condition to the completion of the Transaction, XXXXX or a special purpose finance vehicle will complete a brokered private placement of a minimum of 6,000,000 subscription receipts (“Subscription Receipts”) at a price of C$0.25 per Subscription Receipt to raise aggregate gross proceeds of a minimum of C$1,500,000 (the “Private Placement”). Each Subscription Receipt will automatically convert upon the satisfaction or waiver of all conditions precedent to the Transaction and certain other ancillary conditions (the “Release Conditions”) into units (“Units”) at no additional cost to, and without further action by, the holder of such Subscription Receipt, with each Unit ultimately being comprised of the various financing transactions effected pursuant to various financing-related agreementsone (1) PC 1 Post- Consolidation Share and one share purchase warrant (each such share purchase warrant, all executed March 12, 2014, among the Company and various investors and lenders. Exhibit A Form of Note Please see attached. THIS PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE a “ACTWarrant”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATESwith each Warrant being exercisable to acquire one (1) additional PC 1 Post-Consolidation Share at an exercise price of C$0.50 for a period of three years from the date of issuance. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSIn connection with the Private Placement, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTNextech proposes to engage a syndicate of investment dealers to effect the Private Placement on economic terms to be determined in the sole discretion of Nextech. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEThe gross proceeds from the Private Placement will be held in escrow pending the satisfaction of the Release Conditions, whereupon the Units underlying the Subscription Receipts will be issued to the purchasers and the gross proceeds of the Private Placement will be paid to PC 1. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSIn the event the Transaction does not occur by a scheduled deadline, the Subscription Receipts will be terminated. PROMISSORY NOTE US $[Amount of Advance] [Draw Date] FOR VALUE RECEIVED, Star Scientific, Inc., Each Subscription Receipt will terminate on the earlier of: (i) the failure to satisfy the Release Conditions prior to 5:00 p.m. (Toronto time) on a Delaware corporation scheduled date to be determined (the “Company” or “BorrowerRelease Deadline”); or (ii) public announcement by PC 1 or Nextech prior to the Release Deadline, hereby unconditionally promises that (A) it does not intend to pay to Xxxx Xxxxxx XxXxxx an individual with an address at 00X Xxxx Xxxxxxx, Xxx Xxxxx, XX 00000 satisfy any of the Release Conditions or his permitted assignee (the “Lender”B) the principal sum Release Conditions are incapable of ________________ MILLION DOLLARS being satisfied by the Release Deadline. On termination of the Subscription Receipts, the gross proceeds of the Private Placement shall be returned to the purchasers pro rata without any deduction or interest and the Subscription Receipts shall be automatically cancelled. It is intended that the proceeds raised pursuant to the Private Placement will be used for further development and promotion of the ARitize Maps app and for general corporate purposes. The Private Placement is anticipated to close prior to July 31, 2022. Details of the Proposed Transaction The deemed price for each PC 1 Post-Consolidation Share to be issued in consideration for the Transaction shall be C$0.25, or such other price as permitted by applicable regulatory authorities, including the TSXV. It is expected that following completion of the Transaction but prior to giving effect to the Private Placement, the current holders of PC 1 Shares will hold approximately 33.3% of the outstanding PC 1 Post- Consolidation Shares, the holders of the Distributed Shares will hold approximately 6.6% of the outstanding PC 1 Post-Consolidation Shares ($_,000,000subject to increase at the discretion of Nextech), together with accrued interest, in lawful money the holders of the United States Services Shares will hold approximately 6.6% of America the outstanding PC 1 Post-Consolidation Shares (subject to increase at the “Note”discretion of Nextech) and Nextech will hold approximately 53.3% of the outstanding PC 1 Post- Consolidation Shares (in each case, assuming the completion of the Consolidation and without giving effect to the exercise of any outstanding convertible securities of PC 1). Interest and principal shall be payable at such address or by wire transfer to such account as the Lender shall specify by written notice or in the absence of such notice at 00X Xxxx Xxxxxxx, Xxx Xxxxx, XX 00000.

Concurrent Financing. The Concurrent Financing is comprised Pursuant to the terms of an engagement letter dated April 3, 2023, between LNG Energy and Canaccord Genuity Corp. (the various financing transactions effected pursuant to various financing-related agreements, all executed March 12, 2014, among the Company and various investors and lenders. Exhibit A Form of Note Please see attached. THIS PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACTCanaccord”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS. PROMISSORY NOTE US $[Amount LNG Energy has launched a brokered private placement of Advance] [Draw Date] FOR VALUE RECEIVED, Star Scientific, Inc., a Delaware corporation subscription receipts of LNG Energy (the “Company” Subscription Receipts”) for aggregate gross proceeds of at least $25,000,000 (the “Offering”). Canaccord, Eight Capital (“Eight”) and Xxxxxxx Securities Inc. are acting together as agents (the “Agents”) for the Concurrent Financing who will enter into an agency agreement with LNG Energy (the “Agency Agreement”). Canaccord, together with Eight, will act as co-lead and co-bookrunner for the Concurrent Financing as will be set out in the Agency Agreement. Pursuant to the Concurrent Financing, LNG Energy will issue an aggregate of at least 50,000,000 Subscription Receipts at a price of $0.50 per Subscription Receipt. Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, for one unit (each, a “BorrowerUnit”), hereby unconditionally promises each comprised of one LNG Share and one common share purchase warrant (each, an “LNG Subscription Receipt Warrant”) to pay be issued pursuant to Xxxx Xxxxxx XxXxxx an individual with an address at 00X Xxxx Xxxxxxx, Xxx Xxxxx, XX 00000 or his permitted assignee a warrant indenture to be entered into between LNG Energy and Computershare Investor Services Inc. (“Computershare”) (the “LenderWarrant Indenture”) the principal sum of ________________ MILLION DOLLARS ($_,000,000), together with accrued interestsubject to adjustment in certain events, in lawful money immediately upon the satisfaction or waiver of the United States of America escrow release conditions set forth in the subscription receipt agreement (the “NoteSubscription Receipt Agreement”) to be entered into among Computershare, LNG Energy, Mind Cure and Canaccord (the “Escrow Release Conditions”). Interest Each LNG Subscription Receipt Warrant underlying the Subscription Receipts will be exercisable at $0.60 per warrant for a period of three (3) years following the date on which the Escrow Release Conditions are satisfied. If, following the completion of the Proposed Transaction, the closing price of the Resulting Issuer Shares on the Exchange is higher than $1.50 on each of twenty (20) trading days within any thirty (30) day trading period, the Resulting Issuer may, by notice to holders of the LNG Subscription Receipt Warrants (the “Acceleration Notice”) accelerate the expiry date of all of the LNG Subscription Receipt Warrants to not earlier than the date that is thirty (30) days following the delivery of such Acceleration Notice. Provided that it is not prohibited by the rules and principal policies of the Exchange or any other stock exchange upon which the Resulting Issuer Shares are then listed, the Resulting Issuer may also require (as may be set out in the Acceleration Notice) that any LNG Subscription Receipt Warrants exercised following the delivery of the Acceleration Notice are to be exercised by means of Cashless Exercise (as defined herein). Upon exercise of the LNG Subscription Receipt Warrants, and in all instances of an exercise of any LNG Subscription Receipt Warrants following the Resulting Issuer requiring so under the Acceleration Notice (subject to the below provisions), the holder of an LNG Subscription Receipt Warrant being exercised shall be payable at such address or entitled to receive that number of Resulting Issuer Shares that is the equal to the quotient obtained by wire transfer to such account as the Lender shall specify by written notice or in the absence of such notice at 00X Xxxx Xxxxxxx, Xxx Xxxxx, XX 00000.dividing:

Concurrent Financing. The Pursuant to the terms of an engagement letter dated April 3, 2023, between LNG Energy and Canaccord Genuity Corp. (the "Canaccord"), LNG Energy has launched a brokered private placement of subscription receipts of LNG Energy (the "Subscription Receipts") for aggregate gross proceeds of at least $25,000,000 (the "Offering"). Canaccord, Eight Capital ("Eight") and Xxxxxxx Securities Inc. are acting together as agents (the "Agents") for the Concurrent Financing is comprised of the various financing transactions effected pursuant to various financing-related agreements, all executed March 12, 2014, among the Company and various investors and lenders. Exhibit A Form of Note Please see attached. THIS PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS. PROMISSORY NOTE US $[Amount of Advance] [Draw Date] FOR VALUE RECEIVED, Star Scientific, Inc., a Delaware corporation who will enter into an agency agreement with LNG Energy (the “Company” or “Borrower”"Agency Agreement"), hereby unconditionally promises to pay to Xxxx Xxxxxx XxXxxx an individual with an address at 00X Xxxx Xxxxxxx, Xxx Xxxxx, XX 00000 or his permitted assignee (the “Lender”) the principal sum of ________________ MILLION DOLLARS ($_,000,000). Xxxxxxxxx, together with accrued interestEight, will act as co-lead and co-bookrunner for the Concurrent Financing as will be set out in lawful money the Agency Agreement. Pursuant to the Concurrent Financing, LNG Energy will issue an aggregate of at least 50,000,000 Subscription Receipts at a price of $0.50 per Subscription Receipt. Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, for one unit (each, a "Unit"), each comprised of one LNG Share and one common share purchase warrant (each, an "LNG Subscription Receipt Warrant") to be issued pursuant to a warrant indenture to be entered into between LNG Energy and Computershare Investor Services Inc. ("Computershare") (the "Warrant Indenture"), subject to adjustment in certain events, immediately upon the satisfaction or waiver of the United States of America escrow release conditions set forth in the subscription receipt agreement (the “Note”"Subscription Receipt Agreement") to be entered into among Computershare, LNG Energy, Mind Cure and Canaccord (the "Escrow Release Conditions"). Interest and principal shall Each LNG Subscription Receipt Warrant underlying the Subscription Receipts will be payable exercisable at such address or by wire transfer to such account as $0.60 per warrant for a period of three (3) years following the Lender shall specify by written notice or in date on which the absence Escrow Release Conditions are satisfied. If, following the completion of such notice at 00X Xxxx Xxxxxxxthe Proposed Transaction, Xxx Xxxxx, XX 00000.the closing price of the Resulting Issuer Shares on the Exchange is higher than $1.50 on each of twenty (20) trading days within any thirty