Common use of Conditions to Obligations of Investor Clause in Contracts

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 shall be true and correct in all respects on and as of the Agreement Date and the Initial Closing Date. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing. (e) From the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (h) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (i) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (k) The Company shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (l) The Company shall have delivered to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 of the Code. (m) The Company shall have delivered to Investor a payoff letter, in form and substance satisfactory to Investor, indicating the amount necessary to discharge in full all obligations of the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtedness. (n) Investor shall have an irrevocable option to purchase the Existing Shares, pursuant to an option agreement between Investor and Company Owner substantially in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the Company.

Conditions to Obligations of Investor. The obligations of each Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or each Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto ARTICLE III shall be true and correct in all respects (in as of the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in Closing Date with the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on same effect as though made at and as of the Agreement Date and on and as of the MSA Effective Date. The such date (except those representations and warranties that address matters only as of the Company and Company Parent contained in Section 3.1a specified date, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 which shall be true and correct in all respects on and as of that specified date), except where the Agreement Date failure of such representations and the Initial Closing Datewarranties to be true and correct would not have a Material Adverse Effect. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents consents, filings, and waivers that are listed on Section 3.3 3.04 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing, and no such consent, authorization, order, and approval shall have been revoked. (ec) From This Agreement and each of the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (hd) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying certifying: (i) that each of the conditions set forth in Section 5.02(a) and Section 5.02 (b) have been satisfied (ii) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery delivery, filing, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby.; (iiii) Investor shall have received a that attached thereto are true and complete copies of the certificate of the Secretary or an Assistant Secretary (or equivalent officer) incorporation and by-laws of the Company certifying and that such organizational documents are in full force and effect as of the Closing; and (iv) the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents Documents, and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (ke) The Company shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (lf) The Company shall have delivered delivered, or caused to be delivered, to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 each of the Code. (m) The Company shall have delivered to Investor a payoff letterfollowing, each in form and substance satisfactory to Investors: (i) email confirmation as to the number of Preferred Shares owned by the Investor, indicating the amount ; and (ii) such documents or instruments as Investor reasonably requests and are reasonably necessary to discharge in full all obligations of consummate the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtednesstransactions contemplated by this Agreement. (ng) Investor The Company shall have an irrevocable option fully complied with, or obtained appropriate consents or waivers with respect to, its obligations under each of the agreements or other documents identified on Section 3.02(c) of the Disclosure Schedules, including with respect to purchase any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights, or redemption or repurchase rights. (h) The Company shall have paid the Existing Shares, fees and expenses of Investor pursuant to an option agreement between Investor and Company Owner substantially in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the Companyterms of Section 8.02.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 shall be true and correct in all respects on and as of the Agreement Date and the Initial Closing Date. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this This Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing. (e) From the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (gb) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer All of the Company, that each ’s representations and warranties in Article III (i) shall have been accurate in all material respects as of the conditions set forth in (a), (b) date of this Agreement and (eii) has been satisfiedshall be accurate in all material respects as of the time of the Closing (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date and except that no effect shall be given to the exception in the first paragraph of Article III relating to obtaining Stockholder Approval and completing Corporate Filings for purposes of this clause (ii)). (hc) The Company shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing. (d) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying certifying: (i) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders (including the Stockholder Approval) of the Company authorizing and approving the execution, delivery delivery, filing and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyTransactions, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby.Transactions; (iii) Investor shall have received a certificate that attached thereto are true and complete copies of the Secretary articles of incorporation, by-laws or an Assistant Secretary (or equivalent officer) other organizational documents of the Company certifying and that such organizational documents are in full force and effect as of the Closing; and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (ke) The Company shall have delivered provided to Investor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority evidence of the jurisdiction under completion of the Laws in which the Company is organizedCorporate Filings. (lf) The Company shall have delivered delivered, or caused to be delivered, to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 each of the Code. (m) The Company shall have delivered to Investor a payoff letterfollowing, each in form and substance satisfactory to Investor: (i) stock certificates evidencing the Shares; (ii) an opinion of legal counsel to the Company, indicating dated as of the amount necessary Closing Date, in form and substance reasonably acceptable to discharge Investor and Company; CPAM: 9910021.10 (g) The Company shall have delivered, or caused to be delivered, to Investor an executed Indemnification Agreement, dated as of the Closing Date, in full all obligations form and substance reasonably acceptable to Investor and Company for Investor’s representative nominated to the board of directors of the Company owed pursuant to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at terms of the Initial Closing any Liens securing such indebtednessStockholders Agreement. (nh) Such other documents or instruments as Investor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Stockholders Agreement (including the Voting Agreement in substantially the form of Exhibit E). (i) Investor shall have an irrevocable option received satisfactory evidence that Lender shall have eliminated from the loan documentation with Lender any provision requiring the Company to purchase the Existing Shares, pursuant to an option agreement between Investor and Company Owner substantially fund a reserve or other similar account in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered event of the failure to Investor audited meet a specified financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the Companyratio.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the All representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent Debtors contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects on the Closing Date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The except for representations and warranties made as of the Company and Company Parent contained in Section 3.1a specific date, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 which shall be true and correct in all material respects on and as of the Agreement Date and the Initial Closing Datesuch date). (b) The Company and Company Parent shall have duly performed and complied All material covenants contained in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents required to be performed or complied with by the Company Debtors shall have been performed or Company Parent prior to or on complied with by the Initial Closing DateDebtors in all material respects. (c) No Action Each of the Debtors shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior a certificate of an executive officer of each Debtor certifying to the Closing. (e) From the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each satisfaction of the conditions set forth in (a), ) and (b) and (e) has been satisfiedabove. (hd) Investor shall have received satisfactory evidence of QUALCOMM's having taken the following actions or having executed agreements with respect to the following, on terms and conditions reasonably satisfactory to the Investor: (i) transfer by QUALCOMM to the Debtors or New Globalstar of all handset inventories (which shall be in good working order) and chipsets for Globalstar products currently owned by QUALCOMM at no additional cost to the Debtors or New Globalstar for the handsets, and at reasonable pricing for the chipsets; (ii) grant by QUALCOMM to one or more third parties of a certificate non-exclusive, perpetual, irrevocable worldwide license (including rights to sublicense) to manufacture user terminals and gateways using the applicable CDMA technology, at commercially reasonable royalty rates and to provide the necessary technical information to make the manufacture by such third parties feasible; (iii) provision by QUALCOMM to New Globalstar of continued tier 3 support with respect to intellectual property and maintenance support for the Debtors' gateways for the benefit of New Globalstar and its service providers on commercially reasonable terms; (iv) the modification of the Secretary or an Assistant Secretary Contract for OmniTRACS-Like Services, dated March 23, 1994, between QUALCOMM and the Partnership, to provide for market-based pricing and to eliminate exclusivity; (or equivalent officerv) the upgrading of gateway software to current version for each of the Company certifying gateways, including gateways in storage, on commercially reasonable terms; (vi) confirmation that attached thereto are true New Globalstar has a perpetual, royalty free, irrevocable right to use and complete copies of modify all resolutions adopted by the board of directors intellectual property rights associated with that portion of the Company authorizing Debtors' satellite system and ground network provided by QUALCOMM; and (vii) agreement by QUALCOMM to incorporate all new applicable features, improvements and enhancements to QUALCOMM's core CDMA technology into new generation of chipsets for use with the executionDebtors' satellite system on commercially reasonable terms, delivery or to permit one or more third parties to manufacture and performance incorporate such features, improvements and enhancements into new generations of this Agreement chipsets for use with the Debtors' satellite system, and to provide necessary support and know-how to such third parties, all on commercially reasonable terms. (e) Each of the Debtors shall have delivered to New Globalstar all documents, certificates and agreements reasonable requested by Investor to transfer to New Globalstar title to the Assets (collectively, the "Transfer Documents"). (f) Not later than August 15, 2003, the Debtors shall have reached an agreement with the Pension Benefit Guaranty Corporation (the "PBGC") on terms and conditions reasonably acceptable to Investor, which agreement shall provide that, as of the Closing, the PBGC shall have no lien, and waives or releases all liens and all rights to assert liens in the future, on the stock or any assets of the Non-Debtor Entities, and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyNon-Debtor Entities shall have no liability, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebydefined pension plan entitled "Retirement Plan of Space Systems/Loral. (i) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (k) The Company shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (l) The Company shall have delivered to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 of the Code. (m) The Company shall have delivered to Investor a payoff letter, in form and substance satisfactory to Investor, indicating the amount necessary to discharge in full all obligations of the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtedness. (n) Investor shall have an irrevocable option to purchase the Existing Shares, pursuant to an option agreement between Investor and Company Owner substantially in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the Company."

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial each Closing, of each of the following conditions: (a) Other than the The representations and warranties of the Company Angionetics and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent Cardium contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effectmateriality) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effectmateriality) on and as of the Agreement Date date hereof and on and as of the MSA Effective Date. The Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 accuracy of which shall be true and correct determined as of that specified date in all respects on and as of the Agreement Date and the Initial Closing Daterespects). (b) The Company Angionetics and Company Parent Cardium shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent it prior to or on the Initial Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Angionetics and Cardium shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing. (e) From the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) Related Agreements shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (gd) The Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized an officer of the CompanyAngionetics and an officer of Cardium, that each of the conditions set forth in (a), (bSection 6.2(a) and (eSection 6.2(b) has have been satisfied. (he) The Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company each of Angionetics and Cardium certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company Angionetics and Cardium authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (if) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names Angionetics and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (k) The Company Cardium shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary Delaware Secretary of state or similar Governmental Authority State as of the jurisdiction under the Laws in which the Company is organizeda recent date. (l) The Company shall have delivered to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 of the Code. (m) The Company shall have delivered to Investor a payoff letter, in form and substance satisfactory to Investor, indicating the amount necessary to discharge in full all obligations of the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtedness. (ng) Investor shall have received an irrevocable option to purchase the Existing Shares, pursuant to an option agreement between Investor opinion of counsel for each of Angionetics and Company Owner substantially Cardium in the form attached hereto as of Exhibit D. E. (oh) Company Parent With respect to the second Closing only, Angionetics shall have delivered provided Investor with evidence of the approval the United States Food and Drug Administration granting Angionetics clearance to Investor audited financial statements for conduct a Phase III clinical trial of Generx® [Ad5FGF-4] in the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the CompanyUnited States.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto ARTICLE III shall be true and correct in all respects (in as of the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in Closing Date with the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on same effect as though made at and as of the Agreement Date and on and as of the MSA Effective Date. The such date (except those representations and warranties that address matters only as of the Company and Company Parent contained in Section 3.1a specified date, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 which shall be true and correct in all respects on and as of that specified date), except where the Agreement Date failure of such representations and the Initial Closing Datewarranties to be true and correct would not have a Material Adverse Effect. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents consents, filings, and waivers that are listed on Section 3.3 3.04 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing, and no such consent, authorization, order, and approval shall have been revoked. (ec) From This Agreement and each of the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (hd) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying certifying: (i) that each of the conditions set forth in Section 5.02(a) and Section 5.02 (b) have been satisfied (ii) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery delivery, filing, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby.; (iiii) Investor shall have received a that attached thereto are true and complete copies of the certificate of the Secretary or an Assistant Secretary (or equivalent officer) incorporation and by-laws of the Company certifying and that such organizational documents are in full force and effect as of the Closing; and (iv) the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents Documents, and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (ke) The Company shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized... (lf) The Company shall have delivered delivered, or caused to be delivered, to Investor a certificate pursuant such documents or instruments as Investor reasonably requests and are reasonably necessary to Treasury Regulations Section 1.1445-2(b) that consummate the Company is not a foreign person within the meaning of Section 1445 of the Code.transactions contemplated by this Agreement.. (mg) The Company shall have delivered to Investor a payoff letterfully complied with, in form and substance satisfactory to Investoror obtained appropriate consents or waivers with respect to, indicating the amount necessary to discharge in full all its obligations under each of the Company owed agreements or other documents identified on Section 3.02(c) of the Disclosure Schedules, including with respect to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtednessoutstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights, or redemption or repurchase rights. (nh) Investor The Company shall have an irrevocable option to purchase paid the Existing Shares, fees and expenses of Investor pursuant to an option agreement between Investor and Company Owner substantially in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the Companyterms of Section 8.02.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement to occur at each Closing shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial relevant Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 shall be true and correct in all respects on and as of the Agreement Date and the Initial Closing Date. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents consents, filings and waivers that are listed on Section 3.3 3.04 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the relevant Closing. (eb) From This Agreement and each of the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (hc) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying certifying: (i) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery delivery, filing and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the relevant Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby.; (iii) Investor shall have received a that attached thereto are true and complete copies of the certificate of the Secretary or an Assistant Secretary (or equivalent officer) incorporation and by-laws of the Company certifying and that such organizational documents are in full force and effect as of the relevant Closing; and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (jd) The Company shall have duly adopted the Certificate of Incorporation, which shall have been filed with the Secretary of State of Delaware and become effective under the Delaware General Corporation Law on or prior to the First Closing and which shall remain in full force and effect as of the relevant Closing, and Investor shall have received resignations and releases from the directors and officers a certificate of the Company pursuant to Section 5.5Secretary of State of Delaware certifying that the Certificate of Incorporation has been filed and is effective. (ke) The Company shall have delivered to Investor (i) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organizedorganized and (ii) a foreign qualification certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of each jurisdiction in which the Company has qualified, or is required to qualify, to do business as a foreign corporation. (lf) The Company shall have delivered delivered, or caused to be delivered, to Investor a certificate each of the following, each in form and substance satisfactory to Investor: (i) stock certificates evidencing the Shares to be issued and sold by the Company to the Investor at the relevant Closing; (ii) an executed Indemnification Agreement, dated as of the First Closing Date, in form and substance satisfactory to Investor (“D&O Indemnification Agreement”) for each of Investors’ representatives designated to the board of directors of the Company pursuant to Treasury Regulations Section 1.1445-2(bthe terms of this Agreement; (iii) that the Company is not a foreign person within Transition Services Agreement in the meaning form of Section 1445 of Exhibit A hereto (the Code“Transition Services Agreement”) and duly executed by Parent and the Company; (iv) such other documents or instruments as Investor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement to occur at the relevant Closing. (mg) The Transition Services Agreement, the D&O Indemnification Agreement and the PRC IP Purchase Agreement shall each be in full force and effect, and no breach or termination of any such agreement shall have occurred or be threatened. (h) The Company and each Key Employee shall have duly executed and delivered to Investor a payoff letter, an employment agreement in form and substance satisfactory to Investor, indicating the amount necessary to discharge such agreement is in full all obligations force and effect, and no breach or termination of the such agreement shall have occurred or be threatened; (i) The Company owed and each Company Employee shall have duly executed and delivered an Inventions Assignment Agreement in form and substance satisfactory to all creditors other than the Senior Lender and an undertaking Investor, each such creditor to discharge at the Initial Closing agreement is in full force and effect, and no breach or termination of any Liens securing such indebtednessagreement shall have occurred or be threatened. (nj) Investor The Company shall have an irrevocable option fully complied with, or obtained appropriate consents or waivers with respect to, its obligations under each of the agreements or other documents identified on Section 3.02(c) of the Disclosure Schedules, including with respect to purchase any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights. (k) Soleno shall have completed the Existing Sharescontribution to the Company of the entire right, title and interest of Soleno and its Affiliates in all of the CoSense Assets (including all Company Intellectual Property and Licensed Intellectual Property), pursuant to an option a written agreement between Soleno and the Company (together with such other instruments and actions as the Investor may reasonably request) in form and Company Owner substantially in substance satisfactory to the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the CompanyInvestor.

Conditions to Obligations of Investor. The obligations of each Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or each Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto ARTICLE III shall be true and correct in all respects (in as of the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in Closing Date with the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on same effect as though made at and as of the Agreement Date and on and as of the MSA Effective Date. The such date (except those representations and warranties that address matters only as of the Company and Company Parent contained in Section 3.1a specified date, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 which shall be true and correct in all respects on and as of that specified date), except where the Agreement Date failure of such representations and the Initial Closing Datewarranties to be true and correct would not have a Material Adverse Effect. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents consents, filings, and waivers that are listed on Section 3.3 3.04 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing, and no such consent, authorization, order, and approval shall have been revoked. (ec) From This Agreement and each of the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (hd) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying certifying: (i) that each of the conditions set forth in Section 5.02(a) and Section 5.02 (b) have been satisfied (ii) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery delivery, filing, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby.; (iiii) Investor shall have received a that attached thereto are true and complete copies of the certificate of the Secretary or an Assistant Secretary (or equivalent officer) incorporation and by-laws of the Company certifying and that such organizational documents are in full force and effect as of the Closing; and (iv) the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents Documents, and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (ke) The Company shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (lf) The Company shall have delivered delivered, or caused to be delivered, to Investor a certificate pursuant such documents or instruments as Investor reasonably requests and are reasonably necessary to Treasury Regulations Section 1.1445-2(b) that consummate the Company is not a foreign person within the meaning of Section 1445 of the Codetransactions contemplated by this Agreement. (mg) The Company shall have delivered to Investor a payoff letterfully complied with, in form and substance satisfactory to Investoror obtained appropriate consents or waivers with respect to, indicating the amount necessary to discharge in full all its obligations under each of the Company owed agreements or other documents identified on Section 3.02(c) of the Disclosure Schedules, including with respect to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtednessoutstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights, or redemption or repurchase rights. (nh) Investor The Company shall have an irrevocable option to purchase paid the Existing Shares, fees and expenses of Investor pursuant to the terms of Section 8.02. (i) The Company shall have amended at least 70% of its outstanding common stock purchase warrants which contained full anti-dilution ratchet protection in order to delete the clause regarding an option agreement between Investor and Company Owner substantially increase in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered number of warrant shares to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the Companycorrespond to a decrease in exercise price contained therein.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 shall be true and correct in all respects on and as of the Agreement Date and the Initial Closing Date. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing. (e) From the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (h) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (i) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (k) The Company shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (l) The Company shall have delivered to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 of the Code. (m) The Company shall have delivered to Investor a payoff letter, in form and substance satisfactory to Investor, indicating the amount necessary to discharge in full all obligations of the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtedness. (n) Investor shall have an irrevocable option to purchase the Existing Shares, pursuant to an option agreement between Investor and Company Owner substantially in the form attached hereto as Exhibit D. D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the Company. (p) The Company shall have delivered to Investor such other documents or instruments as Investor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 shall be true and correct in all respects on and as of the Agreement Date and the Initial Closing Date. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.3 of the Disclosure Schedules [Omitted pursuant to Item 601(a)(5) of Regulation S-K] shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing. (e) From the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (h) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (i) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (k) The Company shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (l) The Company shall have delivered to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 of the Code. (m) The Company shall have delivered to Investor a payoff letter, in form and substance satisfactory to Investor, indicating the amount necessary to discharge in full all obligations of the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtedness. (n) Investor shall have an irrevocable option to purchase the Existing Shares, pursuant to an option agreement between Investor and Company Owner substantially in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- auditor-reviewed interim carve-out consolidated financial statements for the Company.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiverwaiver thereof, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 shall be true and correct in all respects on and as of the Agreement Date and the Initial Closing Date. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this This Agreement and each of the other Transaction Documents to be performed or complied with by which the Company is or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and will be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing. (e) From the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) party shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (h) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying certifying: (i) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors of the Company authorizing and approving the execution, delivery delivery, filing and performance of this Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect and are all as of the resolutions adopted in connection with the transactions contemplated hereby and thereby.Closing; (iii) Investor shall have received a certificate that attached thereto are true and complete copies of the Secretary or an Assistant Secretary (or equivalent officer) Charter and by-laws of the Company certifying and that such organizational documents are in full force and effect as of the Closing; and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder. (j) Investor shall have received resignations and releases from the directors and officers of the Company pursuant to Section 5.5. (kc) The Company shall have delivered delivered, or caused to Investor a good standing certificate (be delivered, to the Transfer Agent an irrevocable instruction letter directing the Transfer Agent to issue the Shares to the Investor, either in certificated or its equivalent) for book-entry form, as directed by the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organizedInvestor. (ld) The Company shall have delivered delivered, or caused to Investor a certificate pursuant be delivered, to Treasury Regulations Section 1.1445-2(b) that the Investor, the Warrant Termination Agreement, duly executed by the Company is not a foreign person within the meaning of Section 1445 of the Codeand XL Investments. (m) The Company shall have delivered to Investor a payoff letter, in form and substance satisfactory to Investor, indicating the amount necessary to discharge in full all obligations of the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtedness. (n) Investor shall have an irrevocable option to purchase the Existing Shares, pursuant to an option agreement between Investor and Company Owner substantially in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the Company.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 shall be true and correct in all respects on and as of the Agreement Date and the Initial Closing Date. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents consents, filings and waivers that are listed on Section 3.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing. (eb) From This Agreement and each of the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (hc) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying certifying: (i) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery delivery, filing and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby.; (iii) Investor shall have received a that attached thereto are true and complete copies of the certificate of the Secretary or an Assistant Secretary (or equivalent officer) incorporation and by-laws of the Company certifying and that such organizational documents are in full force and effect as of the Closing; and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (jd) The Company shall have duly adopted the Certificate of Designation, which shall have been filed with the Secretary of State of Delaware and become effective under the Delaware General Corporation Law on or prior to the Closing and which shall remain in full force and effect as of the Closing, and Investor shall have received resignations and releases from the directors and officers a certificate of the Company pursuant to Section 5.5Secretary of State of Delaware certifying that the Certificate of Designation has been filed and is effective. (ke) The Company shall have delivered to Investor (i) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organizedorganized and (ii) a foreign qualification certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of each jurisdiction in which the Company has qualified, or is required to qualify, to do business as a foreign corporation. (lf) The Company shall have delivered delivered, or caused to be delivered, to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 each of the Code. (m) The Company shall have delivered to Investor a payoff letterfollowing, each in form and substance satisfactory to Investor, indicating : (i) stock certificates evidencing the amount Shares; (ii) an opinion of legal counsel to the Company; (iii) such other documents or instruments as Investor reasonably requests and are reasonably necessary to discharge in full all obligations of consummate the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtednesstransactions contemplated by this Agreement. (ng) Investor The Company shall have an irrevocable option fully complied with, or obtained appropriate consents or waivers with respect to, its obligations under each of the agreements or other documents, including with respect to purchase any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights. (h) The Company shall have paid the Existing Shares, fees and expenses of Investor pursuant to the terms of Section 8.02. (i) The Company shall have caused all Key Employees to execute and shall deliver to Investor copies of non-competition, non-solicitation, non-hire, non-disclosure and assignment of inventions agreement executed by each such Key Employee effective for the duration of such employee’s employment and one (1) year thereafter, in form an option agreement between substance reasonably acceptable to Investor and Company Owner substantially in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for directors of the Company.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or each Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 shall be true and correct in all respects on and as of the Agreement Date and the Initial Closing Date. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All applicable approvals, consents consents, filings and waivers waivers, if any, that are listed on Section 3.3 3.04 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing. (eb) From This Agreement and each of the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (hc) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying certifying: (i) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery delivery, filing and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby.; (iii) Investor shall have received a that attached thereto are true and complete copies of the certificate of the Secretary or an Assistant Secretary (or equivalent officer) incorporation and by-laws of the Company certifying and that such organizational documents are in full force and effect as of the Closing; and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunderxxxxxxxxxx. (jd) The Company shall have duly adopted the Certificate of Designation, which shall have been filed with the Secretary of State of Nevada and become effective under the Nevada Revised Statutes on or prior to the Closing and which shall remain in full force and effect as of the Closing, and Investor shall have received resignations and releases from the directors and officers a certificate of the Company pursuant to Section 5.5Secretary of State of Nevada certifying that the Certificate of Designation has been filed and is effective. (ke) The Company shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary Secretary of state or similar Governmental Authority State of the jurisdiction under the Laws in which the Company is organizedNevada. (lf) The Company shall have delivered delivered, or caused to be delivered, to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 each of the Code. (m) The Company shall have delivered to Investor a payoff letterfollowing, each in form and substance satisfactory to Investor, indicating : (i) stock certificates evidencing the amount Shares; (ii) such other documents or instruments as Investor reasonably requests and are reasonably necessary to discharge in full all obligations of consummate the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtednesstransactions contemplated by this Agreement. (ng) The Company shall have fully complied with, or obtained appropriate consents or waivers with respect to, its obligations under each of the agreements or other documents identified on Section 3.04 of the Disclosure Schedules, including with respect to any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights. (h) The Investor shall have an irrevocable option received written evidence reasonably satisfactory to purchase the Existing SharesInvestor that the accrued unpaid legal fees payable to Xxxx Xxxxxxx & Xxxxxx for legal services rendered to First Light Acquisition Group, pursuant to an option agreement between Investor Inc., and Company Owner substantially its Affiliates, in connection with the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for Business Combination Agreement and the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for initial public offering will not exceed $4,000,000.00 on the CompanyClosing Date of the Business Combination Agreement.

Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions: (a) Other than the The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto ARTICLE III shall be true and correct in all respects (in as of the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in Closing Date with the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on same effect as though made at and as of the Agreement Date and on and as of the MSA Effective Date. The such date (except those representations and warranties that address matters only as of the Company and Company Parent contained in Section 3.1a specified date, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 which shall be true and correct in all respects on and as of that specified date), except where the Agreement Date failure of such representations and the Initial Closing Datewarranties to be true and correct would not have a Material Adverse Effect. (b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date. (c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents consents, filings, and waivers that are listed on Section 3.3 3.04 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing, and no such consent, authorization, order, and approval shall have been revoked. (ec) From This Agreement and each of the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its Affiliate) in connection with Investor’s performance under the Management Agreement). (f) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor. (g) Investor shall have received a certificate, dated the Initial Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in (a), (b) and (e) has been satisfied. (hd) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying certifying: (i) that each of the conditions set forth in Section 5.02(a) and Section 5.02 (b) have been satisfied (ii) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery delivery, filing, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby.; (iiii) Investor shall have received a that attached thereto are true and complete copies of the certificate of the Secretary or an Assistant Secretary (or equivalent officer) incorporation and by-laws of the Company certifying and that such organizational documents are in full force and effect as of the Closing; and (iv) the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents Documents, and the other documents to be delivered hereunder and thereunder. (je) The Company shall have duly adopted the Certificate of Designation, which shall have been filed with the Secretary of State of Delaware and become effective under the Delaware General Corporation Lawon or prior to the Closing and which shall remain in full force and effect as of the Closing, and Investor shall have received resignations and releases from the directors and officers a certificate of the Company pursuant to Section 5.5Secretary of State of Delaware certifying that the Certificate of Designation has been filed and is effective. (kf) The Company shall have delivered to Investor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (lg) The Company shall have delivered delivered, or caused to be delivered, to Investor a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 each of the Code. (m) The Company shall have delivered to Investor a payoff letterfollowing, each in form and substance satisfactory to Investor, indicating : (i) stock certificates evidencing the amount Shares; (ii) such other documents or instruments as Investor reasonably requests and are reasonably necessary to discharge in full all obligations of consummate the Company owed to all creditors other than the Senior Lender and an undertaking each such creditor to discharge at the Initial Closing any Liens securing such indebtednesstransactions contemplated by this Agreement. (nh) Investor The Company shall have an irrevocable option fully complied with, or obtained appropriate consents or waivers with respect to, its obligations under each of the agreements or other documents identified on Section 3.02(c) of the Disclosure Schedules, including with respect to purchase any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights, or redemption or repurchase rights. (i) The Company shall have paid the Existing Shares, fees and expenses of Investor pursuant to an option agreement between Investor and Company Owner substantially in the form attached hereto as Exhibit D. (o) Company Parent shall have delivered to Investor audited financial statements for the fiscal years ending December 31, 2018 and December 31, 2019 and auditor- reviewed interim carve-out consolidated financial statements for the Companyterms of Section 8.02.