Common use of Deliveries Clause in Contracts

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions treasury order to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the date of the Closing Date, in form and substance reasonably acceptable to the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinFinancial Advisor and the Purchasers; (vii) a certificate executed by the duly executed Lock-Up Agreements; andSecretary of the Company, dated as of the date of Closing, in form and substance reasonable acceptable to the Financial Advisor and the Purchasers; (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Financial Advisor and the Purchasers; and (ix) a legal opinion of Company Canadian Counsel, in form reasonably acceptable to the Financial Advisor and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) to the Purchasers via Placement Agent, this Agreement duly executed by the CompanyCompany (to be delivered on the date hereof); (ii) to the Placement Agent and the Purchasers via Placement Agent, a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) to the Purchasers via Placement Agent, subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) to the Purchasers via Placement Agent, subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver to the Purchasers via Placement Agent, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) to the Placement Agent, a lock-up agreement executed by Motorsport Network, LLC, a Florida limited liability company (“Parent”), with respect to the securities issued to Parent in one or a series of transactions pursuant to which Parent exchanges the indebtedness of the Company to Parent into securities of the Company (each, a “Debt to Equity Exchange”) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in period from the name of such Purchaser to purchase up to a number of shares of Common Stock equal to date hereof until thirty (30) days after the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein;Closing Date; and (vvi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) to the Company via Placement Agent, this Agreement duly executed by such PxxxxxxxxPurchaser (to be delivered on the date hereof); and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateClosing, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and Guaranty Agreements duly executed by the Company’s Chief Executive Officer or Chief Financial Officereach of MEDITE Enterprise, Inc., MEDITE GmbH, MEDITE Lab Solutions Inc., and CytoGlobe, GmbH; (iii) subject to a Security Agreement providing the provision of Section 2.1 that settlement Purchasers with a second lien on all of the Shares shall occur via DVP, a copy assets of the irrevocable instructions to Company and its Subsidiaries; (iv) the Transfer Agent instructing Notes registered in the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares name of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by Purchasers; (v) the Per Share Purchase PriceShares, registered in the name of such Purchaserthe Purchasers, subject to adjustment as described therein; (ivvi) for Within two (2) Business Days prior to the Closing, the Company and each Purchaser of Pre-Funded Warrants pursuant Subsidiary shall have delivered or caused to Section 2.1be delivered to the Purchasers and the Collateral Agent a perfection certificate, a Pre-Funded Warrant duly completed and executed by the each, in form and substance satisfactory to the Purchasers; (vii) irrevocable instructions from the Company to the Transfer Agent and any subsequent transfer agent in the form satisfactory to the Purchasers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company registered in the name of such Purchaser to purchase up to a number of the Purchasers or its respective nominee(s), for the Shares and shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum issuable upon conversion of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinNotes; (vviii) an Officer’s Certificate of the Preliminary Prospectus Company and each Subsidiary certifying as to the Prospectus (which may be delivered conditions set forth in accordance with Rule 172 under the Securities ActSection 2.3(a); (viix) a Common Warrant registered Secretary’s Certificate of the Company and each Subsidiary in form and substance reasonably satisfactory to the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinPurchasers; (viix) Good standing certificates as of a recent date evidencing the duly executed Lock-Up Agreements; and (viii) a legal opinion good standing of the Company Counseland each Subsidiary in its jurisdiction of organization, in form reasonably acceptable to the Placement Agent and the Purchasersif applicable or such concept has meaning. (b) On or prior to each Closing, the Closing Date, each Purchaser Purchasers shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed the Subscription Amount subject to the closing by such Pxxxxxxxxwire transfer; and (ii) such Purchaser’s Subscription Amount with respect to Subordination and Intercreditor Agreement by and among the Securities purchased by such PurchaserCompany, which shall be made available for DVP settlement with the Company or its designeesPurchasers and the senior lenders set forth therein attached hereto as Exhibit “D”.

Deliveries. (a) On or prior Prior to the first Closing DateDate relating to the issuance of a Debenture under this Agreement, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject a security agreement relating to the provision net proceeds of Section 2.1 that settlement each purchase of the Shares shall occur via DVP, Debentures pursuant to this Agreement as well as such other executed documents and agreements as Purchaser may reasonably request in order for Purchaser to perfect a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of security interest in such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchasernet proceeds; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided Registration Rights Agreement duly executed by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinCompany; (v) an account control agreement among the Preliminary Prospectus Company, the Purchase and City National Bank of Florida, reasonably acceptable to Purchaser and duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act);Company and City National Bank of Florida; and (vi) a Common Warrant registered in the name Company shall have delivered to Purchaser the payment required under Section 5.2 by wire transfer of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasersimmediately available funds. (b) On or prior to the first Closing DateDate relating to the issuance of a Debenture under this Agreement, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) the Registration Rights Agreement duly executed by Pxxxxxxxx; (iii) a security agreement relating to the net proceeds of each purchase of Debentures pursuant to this Agreement, duly executed by the Purchaser; and (iv) an account control agreement among the Company, the Purchase and City National Bank of Florida, duly executed by the Purchaser. (c) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following: (i) a Debenture with the principal amount specified in the applicable Purchase Notice issued on such Closing Date, registered in the name of Purchaser’s Subscription Amount ; and (ii) a Registration Rights Agreement with respect to Underlying Shares for the Securities purchased Debentures to be issued on such Closing Date the duly executed by such Purchaser, which the Company; (iii) the Company shall be made available for DVP settlement have provided Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or its designeesChief Financial Officer; and (iv) the Company shall have provided Purchaser with a certificate executed by the Chief Financial Officer, on Company letterhead under penalties of perjury and certifying the representations and warranties of the Company set forth in this Agreement continue to be true and correct as of such Closing Date. (d) On or prior to each Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following: (i) the amount set forth in the applicable Purchase Notice by wire transfer to the account specified in the Account.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following. Other than with respect to item 2.2 (a)(v) below, these deliverables shall be reasonably acceptable to each Purchaser: (i) this Agreement duly executed by the Company; (ii) legal opinions of (w) Company Counsel with respect to U.S. laws and securities matters; (x) Beijing Zaixian Law Firm with respect to PRC laws (including, without limitation, a negative assurance letter or statement); and (y) Xxxxxxx Xxxx & Xxxxxxx with respect to British Virgin Islands laws, in a form satisfactory to EGS and the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent; (iii) a duly executed and delivered intellectual property certificate from Xxxx Xxxx, Chief Executive Officer of the Company, in customary form reasonably satisfactory to EGS and the Placement Agent; (iv) a duly executed and delivered regulatory certificate from Xxxx Xxxx, Chief Executive Officer of the Company, in form and substance reasonably acceptable to EGS and Placement Agent; (v) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Centurion ZD CPA & Co.; (vi) the Lock-Up Agreements; (vii) a duly executed and delivered Officer’s Certificate, in customary form reasonably satisfactory to EGS and the Placement Agent; (viii) [Reserved] (ix) the duly executed and delivered certificate of its Chief Financial Officer with respect to certain financial information dated as of the Closing Date, and in form and substance satisfactory to EGS and the Placement Agent; (x) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivxi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceUS$0.70, subject to adjustment therein;; and (vxii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause 5.1 Items to be delivered to each Purchaser Acquisition and the following:Shareholders prior to or at Closing by the Company. (ia) this Agreement duly executed by articles of incorporation and amendments thereto, bylaws and amendments thereto, certificate of good standing in the Company's state of incorporation; (b) all applicable schedules hereto; (c) all minutes and resolutions of board of director and shareholder meetings in possession of the Company; (iid) shareholder list of the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiie) subject to the provision of Section 2.1 that settlement all financial statements and tax returns in possession of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such PurchaserCompany; (ivf) for each Purchaser resolution from the Company's current director appointing designees of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal Acquisition to the portion Company's Board of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinDirectors; (vg) letters of resignation from the Preliminary Prospectus Company's current officer and director to be effective upon Closing and after the Prospectus (which may be delivered appointments described in accordance with Rule 172 under the Securities Act)this section; (vih) a Common Warrant registered certificates representing Company Shares issued in the name denominations as set forth opposite the respective names of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock the Shareholders as set forth on Schedule 1.1 on or Prebefore the Closing, duly authorized, validly issued, fully paid for and non-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinassessable; (viii) copies of board, and if applicable, shareholder resolutions approving this transaction and authorizing the duly executed Lock-Up Agreementsissuances of the shares hereto; and (viiij) a legal opinion any other document reasonably requested by Acquisition that it deems necessary for the consummation of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasersthis transaction. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause 5.2 Items to be delivered to the Company, the following:Company prior to or at Closing by Acquisition. (ia) this Agreement duly executed by such Pxxxxxxxxarticles of incorporation and amendments thereto and amendments thereto with respect to Acquisition and each subsidiary; (b) all applicable schedules hereto; (c) all minutes and resolutions of board of directors and shareholder meetings of Acquisition and each subsidiary in possession of Acquisition; (d) shareholder list of Acquisition; (e) all financial statements and tax returns in possession of Acquisition; (f) resolution from Acquisition's current directors appointing designees of Acquisition to the Company's Board of Directors; (g) copies of board and shareholder resolutions approving the Exchange; and (iih) such Purchaser’s Subscription Amount with respect to the Securities purchased any other document reasonably requested by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesthat it deems necessary for the consummation of this transaction.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in the form reasonably acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Israeli Company Counsel, in the form reasonably acceptable to the Placement Agent and the Purchasers; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Warrant ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Prefunded Warrant Purchase Price, subject to adjustment therein; (vvi) a Series B Warrant registered in the name of such Purchaser to purchase up to a number of Warrant ADSs equal to ___% of such Purchaser’s Warrant ADSs underlying the Series A Warrants, (such Series B Warrant certificate may be delivered within three Trading Days of the Closing Date); and (ix) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) with respect to Purchasers in the State of Israel, written confirmation that as of the date of any offer of securities, and as of the Closing Date, each fall within the scope of one of the criteria of qualified investor pursuant to the First Addendum of the Securities purchased by Law (“Qualified Investor”), that they are fully aware of the consequences of being a Qualified Investor pursuant to such Purchasercriteria and that they have given their consent, which shall be made available for DVP settlement with in form and substance customary and reasonably satisfactory in all respects to the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructionsa legal opinion of Company U.S. Counsel, on Company letterhead in form and executed by the Company’s Chief Executive Officer or Chief Financial Officersubstance reasonably satisfactory to EGS; (iii) subject a legal opinion of Company Israeli Counsel, in form and substance reasonably satisfactory to EGS; (iv) an Officers’ Certificate, in customary form and reasonably satisfactory to EGS; (v) a Secretary’s Certificate, in customary form and reasonably satisfactory to EGS; (vi) Good Standing (or Israeli equivalent consisting of an extract from the provision Israel Registrar of Section 2.1 that settlement of Companies) certificates for the Shares shall occur via DVP, Company and each Subsidiary; (vii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivviii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion 50% of such Purchaser’s Subscription Amount applicable Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price$2.75, subject to adjustment therein; therein (v) the Preliminary Prospectus and the Prospectus (which such Warrant certificate may be delivered in accordance with Rule 172 under within three Trading Days of the Securities ActClosing Date); (viix) a Common Series B Warrant registered in the name of such Purchaser to purchase up to a number (such Warrant certificate may be delivered within three Trading Days of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up AgreementsClosing Date); and (viiix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and Registration Rights Agreement duly executed by the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) to the Company, such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account designated in writing by the Company prior to the Closing Date; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (iv) in the event that, which shall be made available for DVP settlement with upon the Company issuance of the Shares to a certain Purchaser, such Purchaser will hold 5% or its designeesmore of the Company’s issued share capital or of the voting rights in the Company- the Undertaking (as defined in Annex A attached hereto) towards the OCS substantially in the form attached hereto as Annex A duly executed by such Purchaser (the “OCS Undertaking”).

Deliveries. (a) On or prior to the Closing Date, or such other date that may be set forth below, the Company shall deliver or cause to be delivered to each Purchaser or the Placement Agent, if so designated, the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel delivered to the Placement Agent, substantially in the form acceptable to the Placement Agent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share applicable Class A Unit Purchase Price or Class B Unit Purchase Price, registered in the name of such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Class B Units, a Pre-Funded certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser, which certificates may be delivered to each Purchaser within five (5) Business Day of the Closing, and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vi) a Warrant registered in the name of each such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of the portion number of Shares purchased by such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (vvii) the Purchaser’s respective Leakout Agreement substantially in the form of Exhibit B, duly executed by the Company; and (viii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) the Purchaser’s duly executed Leakout Agreement substantially in the form of Exhibit B; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior Delivered to the Closing DateAdministrative Agent and the Collateral Agent herewith are the following certificates, documents and opinions, each in form and substance reasonably satisfactory to the Company shall deliver or cause to be delivered to each Purchaser the followingAdministrative Agent: (i) certificates of resolutions or other action, incumbency certificates and/or other certificates of duly authorized officers of each Additional Guarantor as the Administrative Agent may reasonably require (A) certifying the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, as supplemented by this Agreement and (B) evidencing the identity, authority and capacity of each duly executed authorized officer authorized to act on behalf of such Additional Guarantor in connection with this Agreement and the other Loan Documents, as supplemented by the Companythis Agreement; (ii) documents and certifications as the Company’s wire instructionsAdministrative Agent may reasonably require to evidence that each Additional Guarantor is duly organized or formed, on Company letterhead validly existing, in good standing and executed by qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the Company’s Chief Executive Officer or Chief Financial Officerconduct of its business requires such qualification except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, including, certified copies of the Organization Documents of such Additional Guarantor and certificates of good standing and/or qualification to engage in business of such Additional Guarantor; (iii) subject to a certificate of a duly authorized officer of Holdings or Borrower on behalf of each Additional Guarantor either (A) attaching copies of all consents, licenses and approvals of Governmental Authorities, shareholders and other Persons required in connection with the provision of Section 2.1 that settlement execution, delivery and performance by each Additional Guarantor and the validity against such Additional Guarantor of the Shares Loan Documents to which it is a party and such consents, licenses and approvals shall occur via DVPbe in full force and effect, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of (B) stating that no such Purchaser’s Subscription Amount divided by the Per Share Purchase Priceconsents, registered in the name of such Purchaser;licenses or approvals are so required; and (iv) copies of Uniform Commercial Code Reports for each Purchaser Information or Copies (Form UCC-11) or similar search reports, dated a date reasonably near (but prior to) the date hereof, listing all effective UCC financing statements (including fixture filings), tax liens and judgment liens which name any Additional Guarantor, as the debtor, and which are filed in the jurisdictions in which such Additional Guarantor is organized, and in such other jurisdictions as the Administrative Agent or the Collateral Agent may reasonably request, together with copies of Pre-Funded Warrants such financing statements (none of which (other than financing statements filed pursuant to Section 2.1the terms hereof in favor of the Collateral Agent, a Pre-Funded Warrant registered if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements) shall cover any of the Collateral, other than Permitted Liens (as defined in the name Security Agreement). (b) Delivered to the Administrative Agent and the Collateral Agent in the time specified below will be the following documents, each in form and substance reasonably satisfactory to the Administrative Agent: (i) promptly upon receipt thereof, acknowledgment copies of UCC financing statements (or delivery of such Purchaser financing statements in proper form for filing) naming each Additional Guarantor, as debtor, and the Collateral Agent, as secured party, with respect to purchase up to a number all the assets of shares of Common Stock equal such Additional Guarantor, which such UCC financing statements have been filed, or have been delivered to the portion Administrative Agent for filing, under the UCC of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by all jurisdictions as may be necessary or, in the sum opinion of the Per Pre-Funded Warrant Purchase PriceAdministrative Agent, subject desirable to adjustment thereinperfect the first priority security interest of the Administrative Agent pursuant to the Security Agreement; (vii) the Preliminary Prospectus and the Prospectus (which may be delivered as soon as practicable, fully executed agreements in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Collateral Agent and the Purchasers. (b) On or prior containing a description of all Collateral consisting of Intellectual Property that is material to the Closing Dateconduct of such Additional Guarantor’s business with respect to United States Patents (and patents for which United States federal patent applications are pending) and United States federally registered Trademarks (and Trademarks for which United States federally registered applications are pending) and United States federally registered Copyrights, each Purchaser shall deliver or cause to be and any applicable foreign equivalent of the foregoing, duly executed and delivered to the CompanyCollateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C § 1060 or 17 U.S.C. § 205 and the following: (i) this Agreement duly executed regulations thereunder, as applicable, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent in respect of all such Collateral in which a security interest may be perfected by filing, recording or registering in such Pxxxxxxxxoffices and any applicable foreign jurisdiction at the discretion of the Collateral Agent; and (iiiii) such Purchaser’s Subscription Amount within sixty (60) days of the date hereof, Account Control Agreements with respect the banks or security intermediaries identified on the Security Agreement Supplement as requested by the Collateral Agent in accordance with the Security Agreement, in each case, duly executed and delivered or authenticated by the parties thereto. (c) Delivered to the Securities purchased by such PurchaserAdministrative Agent and the Collateral Agent in the time specified in the Credit Agreement will be the documents described in Section 6.12 of the Credit Agreement, which shall be made available for DVP settlement with each in form and substance reasonably satisfactory to the Company or its designeesAdministrative Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (iviii) for each Purchaser of duly executed Pre-Funded Warrants, if any, and Warrants pursuant to Section 2.1, a Pre-Funded Warrant issued and registered in the name of such Purchaser Purchaser, as applicable to purchase up to such Purchaser; (iv) a number legal opinion of shares of Common Stock equal Company Counsel, in a form reasonably acceptable to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinPlacement Agent; (v) a good standing certificate or its equivalent of the Preliminary Prospectus Company and each of its active Subsidiaries in each such entity’s jurisdiction of incorporation or formation issued by the relevant competent state or local government authority or registrar of companies or entities as applicable, dated as of a date within ten (10) days of the Closing Date; (vi) a certificate executed by the Chief Executive Officer of the Company, in form and substance reasonably satisfactory to the Placement Agent; (vii) a certificate executed by the Secretary of the Company, in form and substance reasonably satisfactory to the Placement Agent; (viii) Lock-up Agreements, in form and substance reasonably acceptable to the Placement Agent, executed by the Company and each officer, director and greater than five percent (5%) shareholders of the Company; (ix) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (x) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchasers aggregate exercise price of the Securities purchased by Pre-Funded Warrants, which amounts shall be paid as and when such PurchaserPre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateAt Closing, the Company shall deliver or cause the following documents to be delivered to each Purchaser the followingChina Luxuriance Shareholder: (i) this Agreement duly executed by the CompanySale Consideration as set forth in Section 2.1(a); (ii) a certificate, dated the Company’s wire instructionsClosing Date, on of an officer of the Company letterhead and executed setting forth that authorizing resolutions were adopted by the Company’s Chief Executive Officer or Chief Financial OfficerBoard of Directors approving the terms and conditions of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby; (iii) subject the certificate referred to in Section 6.3(d); and (iv) such other documents and instruments as the China Luxuriance Shareholder may reasonably request. (b) At Closing, China Luxuriance and the China Luxuriance Shareholder shall deliver the following documents to the provision of Section 2.1 that settlement Company: (i) the certificate(s) representing all of the Shares shall occur via DVPoutstanding China Luxuriance Common Stock to be delivered to the Company duly endorsed by the China Luxuriance Shareholder; (ii) a certificate from the British Virgin Islands authorities, as of a recent date, as to the good standing of China Luxuriance; (iii) a certificate, dated the Closing Date, of an officer of China Luxuriance setting forth that authorizing resolutions were adopted by China Luxuriance’s Board of Directors approving the terms and conditions of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby, along with an executed copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaserforegoing authorizing resolutions attached thereto; (iv) for each Purchaser the favorable legal opinion of Pre-Funded Warrants pursuant King & Wood, PRC counsel to Section 2.1China Luxuriance and the China Luxuriance Shareholder, a Pre-Funded Warrant registered in as to, among other matters, the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum legality and enforceability of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinCooperation Agreements under the laws of the People’s Republic of China and the legality of the corporate organizational structure of China Luxuriance; (v) the Preliminary Prospectus and the Prospectus (which may be delivered Financial Statements referred to in accordance with Rule 172 under the Securities Act)Section 4.15; (vi) a Common Warrant registered the certificates referred to in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinSection 6.4(d); (vii) the duly executed Lock-Up Agreementsletters of resignation of all executive officers and directors of China Luxuriance dated as of the Closing Date; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent such other documents and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with instruments as the Company or its designeesmay reasonably request.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit B attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Unit Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum 80% of the Per Pre-Funded Warrant Purchase Pricenumber of Shares acquired by such Purchaser pursuant hereto, with an exercise price equal to $2.90, subject to adjustment therein; (v) a certificate dated as of the Preliminary Prospectus Closing Date and signed by an officer of the Company certifying as to the truth and accuracy of the representations and warranties of the Company contained in this Agreement and the Prospectus (which may satisfaction of all obligations, covenants and agreements by the Company required to be delivered in accordance performed or complied with Rule 172 under at or prior to the Securities Act)Closing Date; (vi) a Common Warrant registered certificate, executed by the Secretary of the Company and dated as of the Closing Date, certifying as to the: (w) resolutions adopted by the Company’s Board of Directors in a form reasonably acceptable to the name Purchasers, (x) the Company’s Certificate of Incorporation, as effective as of the Closing Date, (y) the Company’s Bylaws as effective on the date hereof and as of the Closing Date, and (z) signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinSecretary; (vii) a recent good standing certificate regarding the duly executed Lock-Up AgreementsCompany from the office of the Secretary of State of the State of Delaware; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and Registration Rights Agreement duly executed by the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On To effect the Exchange, on or prior to before the Closing Date, as appropriate, the Company parties hereto shall deliver or cause to be delivered to each Purchaser the following: (a) Seal shall deliver, or cause to be delivered, the following to Oakridge or Xxxxxx: (i) this Agreement duly executed the written resignations of all of the officers and directors of Seal, other than Xxxxxxxx in the manner contemplated by the CompanySection 1.3 hereof; (ii) a counterpart of the Company’s wire instructions, on Company letterhead and Exchange Agreement executed by the Company’s Chief Executive Officer or Chief Financial OfficerSeal; (iii) subject a certificate of Seal, in the form of Exhibit "C" attached hereto and incorporated herein, attesting to the provision of Section 2.1 fact that settlement all of the Shares shall occur via DVP, a copy representations and warranties of Seal are true and correct as of the irrevocable instructions Closing Date, and that all conditions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion obligations of such Purchaser’s Subscription Amount divided party to be performed by it have been performed as at the Per Share Purchase PriceClosing Date; (iv) a certificate of good standing for Seal from its state of incorporation; (v) certified copies of corporate resolutions or other corporate proceedings taken by Seal to authorize the execution, delivery and performance of the transactions contemplated under and by this Agreement; (vi) an opinion of Seal's counsel substantially in the form attached hereto and incorporated herein as Exhibit "D"; (vii) stock certificates registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in Xxxxxx representing the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus Class A Shares and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up AgreementsSeries A Preferred Shares; and (viii) a legal opinion of Company Counsel, in form any other such documents or certificates as reasonably acceptable to the Placement Agent and the Purchasersrequested by Oakridge. (b) On or prior to the Closing DateOakridge shall deliver, each Purchaser shall deliver or cause to be delivered to the Companydelivered, the followingfollowing to Seal: (i) this a counterpart of the Exchange Agreement duly executed by such PxxxxxxxxXxxxxx; (ii) a certificate of Oakridge, in the form of Exhibit "E" attached hereto and incorporated herein, attesting to the fact that all of the representations and warranties of Oakridge are true and correct as of the Closing Date, and that all conditions to the obligations of Oakridge to be performed by Oakridge have been performed as at the Closing Date; (iii) a certificate of good standing for Oakridge from its state of formation; (iv) certified copies of resolutions or other proceedings taken by Oakridge to authorize the execution, delivery and performance of the transaction contemplated under and by this Agreement; (v) an opinion of Oakridge's counsel substantially in the form attached hereto and incorporated herein as Exhibit "F"; and (iivi) any other such Purchaser’s Subscription Amount with respect documents or certificates as reasonably requested by Seal. (c) Seal and the parties identified in Section 5.11 hereof shall execute and deliver to Oakridge the Securities purchased Service Agreements contemplated by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesSection.

Deliveries. (a) On or The Company will deliver to the Agent prior to or concurrently with the Closing Datefiling of the Qualification Prospectus Supplement, the Company shall deliver or cause to be delivered to each Purchaser the followingunless otherwise indicated: (i) this Agreement duly executed a copy of the Final Base Shelf Prospectus and the Qualification Prospectus Supplement manually signed on behalf of the Company, by the Companypersons and in the form required by Canadian Securities Laws; (ii) a copy of any other document filed with, or delivered to, the Company’s wire instructions, on Company letterhead and executed Securities Commissions or the SEC by the Company’s Chief Executive Officer Company under Applicable Securities Laws in connection with the filing of the Qualification Prospectus Supplement or Chief Financial Officerthe Qualification Registration Statement; (iii) subject a “long-form” comfort letter dated the date of the Qualification Prospectus Supplement, in form and substance satisfactory to the provision of Section 2.1 that settlement Agent, acting reasonably, addressed to the Agent, from the Company’s auditors MNP LLP, and based on a review completed not more than two (2) Business Days prior to the date of the Shares shall occur via DVPletter, a copy of the irrevocable instructions with respect to certain financial and accounting information relating to the Transfer Agent instructing Company included and incorporated by reference in the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal Prospectus, which letter shall be in addition to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered auditors’ report contained in the name of such PurchaserProspectus and any auditors’ comfort letter addressed to or filed with the Securities Commissions under Canadian Securities Laws; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Pricean opinion, subject to adjustment thereincustomary qualifications, of the Company’s counsel or from local counsel in the Qualifying Jurisdictions (it being understood that such counsel may rely to the extent appropriate in the circumstance as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company) addressed to the Purchasers, the Agent and its counsel, in form and substance satisfactory to the Agents, acting reasonably, with respect to the following matters: (A) the Company has the necessary corporate power and authority to execute and deliver the Prospectus and all necessary corporate action has been taken by the Company to authorize the execution and delivery by it of the Prospectus and the filing thereof, as the case may be, in each of the Qualifying Jurisdictions in accordance with applicable Canadian Securities Laws; (B) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under Canadian Securities Laws in order to qualify the distribution of the Prospectus-Qualified Securities to the public in each of the Qualifying Jurisdictions by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of Canadian Securities Laws; (C) the statements and opinions concerning tax matters set forth in the Prospectus under the headings (including for certainty, all subheadings under such headings) “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” insofar as they purport to describe the provisions of the laws referred to therein are fair and adequate summaries of the matters discussed therein subject to the qualifications, assumptions and limitations set out under such headings; and (D) the attributes of the Prospectus-Qualified Securities conform in all material respects with the description thereof contained in the Prospectus; (v) a favourable legal opinion addressed to the Preliminary Prospectus Agent and the Prospectus Purchasers, in form and substance satisfactory to the Agent, acting reasonably, from the U.S. counsel to the Company, to the effect that: (A) Assuming the compliance of the Prospectus, including the documents incorporated by reference therein, with the requirements of the Canadian Securities Laws and any other applicable Canadian law, the Registration Statement (other than (i) the financial statements, including the notes thereto, schedules, and other financial, statistical and accounting data contained therein or omitted therefrom and (ii) the documents incorporated or deemed to be incorporated by reference therein, as to which may such counsel need express no opinion) appeared on its face to be delivered appropriately responsive as to form in accordance all material respects with Rule 172 the applicable requirements of the U.S. Securities Act and the rules and regulations thereunder; and (B) no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made (other than as required by any state securities laws, as to which such counsel expresses no opinion) is required on the part of the Company under U.S. Securities Laws for the issuance or sale of the Prospectus-Qualified Securities Act);or the performance by the Company of its obligations under this Agreement; and (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock other certificates, opinions, agreements or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, documents in form and substance reasonably acceptable satisfactory to the Placement Agent and as the Purchasers. (b) On or Agent may reasonably request prior to the Closing Qualification Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit E attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Debenture with a principal amount equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceAmount, registered in the name of such Purchaser; (iv) for each a certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Preferred Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of Pre-Funded Warrants pursuant to Section 2.1, the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) a Pre-Funded Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum 100% of the Per Pre-Funded Warrant Purchase PriceUnderlying Shares upon conversion of the Debentures, with an exercise price equal to $2.45, subject to adjustment therein; therein (v) the Preliminary Prospectus and the Prospectus (which such Series A Warrant certificate may be delivered in accordance with Rule 172 under within three Trading Days of the Securities ActClosing Date); (vi) a Common Series B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]100% of such Purchaser’s shares the Underlying Shares upon conversion of Common Stock or Pre-Funded Warrants, as applicablethe Preferred Stock, with an exercise price equal to $[ ] per share2.45, subject to adjustment therein;therein (such Series B Warrant certificate may be delivered within three Trading Days of the Closing Date) (vii) the Security Agreement, duly executed Lock-Up Agreementsby the Company; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and Registration Rights Agreement duly executed by the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in the Escrow Agreement; (iii) the Security Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with ; and (iv) the Company or its designeesRegistration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Warrantholder the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead Amended and Restated XXX duly executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to Exchange Warrants in the provision of Section 2.1 that settlement of applicable series, substantially in the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Priceform attached hereto as Exhibit C and Exhibit D, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser Warrantholder to purchase up to a number of shares of Common Stock equal set forth opposite their respective names on Exhibit A hereto (such Warrant certificates to be delivered as promptly as practicable after the Closing Date but in no event more than three Trading Days after the Closing Date); (iv) the Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer and its Interim Chief Financial Officer, dated as of the Closing Date, certifying to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum fulfillment of the Per Pre-Funded Warrant Purchase Priceconditions specified in subsections (i), subject to adjustment therein(ii), (iv), (v), (vi) and (vii) of Section 2.4(b); (v) the Preliminary Prospectus Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the Prospectus (which may be delivered in accordance with Rule 172 under other Transaction Documents and the Securities Act);issuance of the Exchange Warrants and the issuance of the Warrant Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; and (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form evidence reasonably acceptable satisfactory to the Placement Agent and Principal Warrantholders of the Purchasersapproval by Nasdaq of the Company’s Notification Form: Listing of Additional Shares pertaining to, among other things, the issuance of the Securities pursuant to this Agreement. (b) On or prior to the Closing Date, each Purchaser Warrantholder shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxWarrantholder; (ii) the Amended and Restated XXX duly executed by such Warrantholder; and (iiiii) such PurchaserWarrantholder’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesSeries B Warrants and Series C Warrants.

Deliveries. (a) On or prior to the Closing Date, the Company Lender shall deliver or cause to be delivered to each Purchaser have received the following: (i) this Agreement duly Borrower shall have delivered to Lender a Notice of Warehouse Borrowing in compliance with Section 2.03(a) hereof (and, in the case of any Clean-up Call Loan, Section 2.06 hereof) or a Supplemental Borrowing Request in compliance with Section 2.03(b) hereof and a related fully-executed by the Company;Confirmation Statement in compliance with Section 2.07 hereof, as applicable. (ii) In the Company’s wire instructionscase of any Warehouse Loan, Borrower shall have delivered to Lender and Servicer not later than 2:00 p.m. (New York City time) on Company letterhead the Business Day prior to the proposed Borrowing Date (or the third (3rd) Business Day of the month of the proposed Borrowing Date, in the case of a Clean-up Call Loan) in computer readable form, a detailed listing of all Contracts to be pledged by Borrower to Lender under the Security Agreement in connection with the Borrowing (the "List of Contracts") and executed by such other data relating to the Company’s Chief Executive Officer or Chief Financial Officer;Contracts and the Related Assets as Lender may reasonably request. (iii) subject Lender shall have received from the Custodian a certification from Servicer that all items required to be delivered to the provision of Custodian pursuant to Section 2.1 that settlement 3.01 of the Shares shall occur via DVP, a copy of the irrevocable instructions Servicing Agreement with respect to the Transfer Agent instructing Contracts to be pledged by Borrower to Lender under the Transfer Agent to deliver Security Agreement on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;Borrowing Date have been delivered. (iv) Lender shall have received UCC-3 Partial Release Statements (or other appropriate forms) in appropriate form for filing, together with a release letter reasonably satisfactory to Lender, in each Purchaser case duly executed by (1) any other warehouse lender releasing the Contracts to be pledged by Borrower to Lender under the Security Agreement on such Borrowing Date from the security interest of Presuch other warehouse lender or (2) in the case of a Clean-Funded Warrants up Call Contract, the secured party in the related securitization releasing such Contract to be pledged by Borrower to Lender under the Security Agreement on such Borrowing Date from the security interest pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein;securitization. (v) Lender shall have received the Preliminary Prospectus and the Prospectus (which may most recent Servicer's Certificate required to be delivered in accordance with Rule 172 under Section 2.09 of the Securities Act);Servicing Agreement and Section 6.19 hereof. (vi) a Common Warrant registered Lender shall have received the most recent Borrowing Base Certificate required to be delivered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, accordance with an exercise price equal to $[ ] per share, subject to adjustment therein;Section 6.13 hereof. (vii) In the duly executed Lockcase of any Clean-Up Agreements; andup Call Loan, Lender shall have received all opinions, documents and instruments required pursuant to Section 2.06. (viii) a legal opinion If an Opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause Counsel is required to be delivered in connection with such Loan pursuant to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available requirements for DVP settlement with the Company or its designees.Opinions of Counsel set forth in the

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and Registration Rights Agreement duly executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver to such Purchaser, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing the number of Common Stock equal to the portion of Shares set forth opposite such Purchaser’s Subscription Amount divided by the Per Share Purchase Pricename on Exhibit A hereto, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1substantially in the form attached hereto as Exhibit C, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal set forth opposite their respective names on Exhibit A hereto (such Warrant certificates to be delivered as promptly as practicable after the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by Closing Date but no in no event more than five Trading Days after the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinClosing Date); (v) the Preliminary Prospectus Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer and its acting Chief Financial Officer, dated as of the Prospectus Closing Date, certifying to the fulfillment of the conditions specified in subsections (which may be delivered in accordance with Rule 172 under the Securities Acti), (ii), (iv), (v), (vi) and (vii) of Section 2.4(b); (vi) the Company shall have delivered a Common Warrant registered in Certificate, executed on behalf of the name Company by its Secretary, dated as of such Purchaser the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to purchase up to a number the signatures and authority of shares persons signing the Transaction Documents and related documents on behalf of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinthe Company; (vii) the duly executed Lock-Up AgreementsCompany shall have requested and caused Xxxxxx LLP, counsel for the Company, to have furnished to the Purchasers, a customary legal opinion reasonably satisfactory to the Purchasers; and (viii) a legal opinion A Nasdaq Listing of Company Counsel, in form reasonably acceptable to the Placement Agent and the PurchasersAdditional Shares notification form. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount with respect the Unit Purchase Price by wire transfer to the Securities purchased account specified by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company Corporation shall deliver or cause to be delivered to each the Purchaser the following: (i) the number of Common Shares registered in the name of the Purchaser, that is equal to the number of Units set forth on the signature page of this Agreement duly executed by the CompanyAgreement; (ii) a Warrant certificate, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision form of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceSchedule A attached hereto, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares Common Shares equal to 30% of the number of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided Shares being purchased by the sum of the Per Pre-Funded Warrant Purchase Price, subject Purchaser pursuant to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities ActSection 2.3(a)(i); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per shareC$0.174 exercisable for a period of 5 years following the Closing Date, subject to adjustment thereinthe adjustments described in the Warrants; (viiiii) evidence that the duly executed LockShareholder Approval has been obtained; (iv) a certificate addressed to the Investors, dated as of the Closing Date, signed by the President and Chief Executive Officer or by the Chief Financial Officer of the Corporation certifying on behalf of the Corporation that the representations and warranties of the Corporation contained herein are true and correct and all the terms and conditions relating to the Corporation contained herein and required to be performed and complied with by the Corporation by or at the time of Closing have been performed and complied with by the Corporation; (v) a certificate dated as of the Closing Date, signed by appropriate officers of the Corporation, addressed to the Investors and the Investors’ counsel, with respect to the articles and by-Up Agreementslaws of the Corporation, all resolutions of the Corporation’s board of directors (the “Board”) relating to the Offering, the resolution of the holders of the Common Shares and the incumbency and specimen signatures of signing officers of the Corporation; and (viiivi) an opinion dated as of the Closing Date, of Corporation Counsel addressed to the Investors substantially in the form attached as Schedule 2.3(a)(v)(x) hereto and a legal “no registration” opinion of Company Counsel, in form reasonably acceptable the U.S. counsel to the Placement Agent Corporation, substantially in the form attached as Schedule 2.3(a)(v)(y). Such opinions shall state that the Intermediaries shall be entitled to rely thereon as if they had been addressed and the Purchasersdelivered to them. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, Corporation the following: (i) this Agreement duly executed Aggregate Subscription Price by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect wire transfer or certified cheque to the Securities purchased account as specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCorporation.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a duly executed and delivered Officer’s Certificate from the Company, in customary form reasonably satisfactory to the Placement Agent and the Placement Agent Counsel; (iii) a duly executed and delivered certificate of the Chief Financial Officer of the Company with respect to certain financial information dated as of the Closing Date, and in form and substance satisfactory to the Placement Agent and the Placement Agent Counsel; (iv) a duly executed and delivered Secretary’s Certificate dated as of the Closing Date, and in form and substance satisfactory to the Placement Agent and the Placement Agent Counsel; (v) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and the Placement Agent Counsel; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiivii) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (vviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) each of the following: (A) a legal opinion of Company U.S. Counsel; (B) a legal opinion of Company PRC Counsel; and (C) a legal opinion of Company Cayman Counsel; each in form and substance reasonably satisfactory to the Financial Advisor; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1(a), a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount applicable to ADSs divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded an originally signed Ordinary Warrant registered in the name of such Purchaser to purchase up to a the number of shares of Common Stock Ordinary Shares represented by ADSs equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price$0.149 per Ordinary Share, subject to adjustment as set forth therein; (vvi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up up Agreements, in form and substance reasonably acceptable to the Financial Advisor and the Purchasers, executed by each of the Company’s executive officers and directors; (viii) an Officer’s Certificate, in form and substance reasonably satisfactory to the Financial Advisor; and (viiiix) a legal opinion of Company CounselSecretary’s Certificate, in form and substance reasonably acceptable satisfactory to the Placement Agent and the PurchasersFinancial Advisor. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. The Seller shall have delivered to the Purchaser, at or prior to the Closing, the following: (a) On the instruments of Transfer referred to in Section 3.2 hereof; (b) all of the sales records (for 1995, 1996, 1997 and 1998 year-to-date), current personnel records, and all underground storage tank and environmental records relating to the Stores or the Business, but specifically excluding corporate books and records and general financial records of the Seller; (c) a certificate of good standing for the Seller, dated not earlier than ten days prior to the Closing Date, of each of (i) the Company shall deliver Secretary of State of North Carolina, (ii) the North Carolina Department of Revenue, (iii) the Secretary of State Corporation Commission of Virginia and (iv) the Virginia Department of Revenue;. (d) resolutions, certified as of the Closing Date by the Secretary or cause Assistant Secretary of the Seller, adopted by the Board of Directors and the shareholders of the Seller, respectively, and authorizing the execution and delivery by the Seller of this Agreement and the other Transaction Documents, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby; (e) such certificates of the Chairman or President of the Seller to evidence compliance with the conditions set forth in Sections 9.1 through 9.4, and 9.8 and 9.9 hereof, and any other certificates to evidence compliance with the conditions set forth in this Article IX as may be delivered reasonably requested by the Purchaser or its counsel; (f) the opinion of Xxxxxx & Xxxxxxx, L.L.P., counsel to each the Seller and the Affiliates, dated the Closing Date and addressed to the Purchaser in form and substance reasonably satisfactory to the following:Purchaser and its counsel; (g) executed Seller Leases, Affiliate Subleases, Third Party Subleases and Consignment Leases, and assignment of the General Booth Location lease; (h) powers of attorney, or such other documents Purchaser may reasonably request, in form and substance reasonably satisfactory to Purchaser and its counsel, assigning all rights, interests, contracts and claims referred to in Sections 2.1(f) and 2.1(h); (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject flood certificates with respect to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver Stores identified on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities ActSchedule 5.11(i); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (iij) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which other documents or certificates as shall be made available for DVP settlement with reasonably requested by the Company Purchaser or its designeescounsel.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit D attached hereto; (iii) subject to the provision last sentence of Section 2.1 that settlement of the 2.1, as to a Purchaser purchasing Shares shall occur via DVPhereunder, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (DWAC) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant Purchaser, as applicable, who has elected to Section 2.1purchase the Preferred Stock, a Pre-Funded certificate evidencing a number of shares of Preferred Stock equal to, in aggregate, such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, with an exercise price equal to $0.70, subject to adjustment therein;therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vvi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in the Escrow Agreement or as otherwise directed by such Purchaser, which shall be made available the Placement Agent for DVP settlement with delivery to the Company or its designeesaccount of the Company.

Deliveries. A. Vendor hereby agrees to deliver to the Purchaser the following concurrent with execution and delivery of this First Amendment: (a) On or prior an executed certificate of a senior officer of Vendor in form and substance satisfactory to the Closing DatePurchaser, acting reasonably, dated as of the Company shall deliver or cause to be delivered to each Purchaser the following: date of this First Amendment, as to: (i) resolutions of the board of directors or other comparable authority of Vendor authorizing the execution, delivery and performance of this Agreement duly executed by First Amendment, the Company; amendments to the Security Agreements attached as Exhibits C4, C5 and C6 hereto and the transactions contemplated hereby and thereby, (ii) the Company’s wire instructionsnames, positions and true signatures of the persons authorized to sign this First Amendment and the amendments to the Security Agreements on Company letterhead behalf of Vendor, and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject such other matters pertaining to the provision of Section 2.1 that settlement of transactions contemplated hereby as the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreementsreasonably require; and (viiib) a favourable legal opinion of Company Counselopinion, in form reasonably acceptable and substance satisfactory to the Placement Agent Purchaser, acting reasonably, dated as of the date of this First Amendment, from legal counsel to Vendor as to (i) the legal status of Vendor, (ii) the corporate power and authority of Vendor to execute, deliver and perform this First Amendment, and (iii) the execution and delivery of this First Amendment and the Purchasersenforceability of the Amended and Restated Agreement as amended by this First Amendment against the Vendor. B. Purchaser hereby agrees to deliver to Vendor the following concurrent with execution and delivery of this First Amendment: (a) a certificate of a senior officer of the Purchaser, in form and substance satisfactory to Vendor, acting reasonably, as to: (i) the resolutions of the board of directors of the Purchaser, authorizing the execution, delivery and performance of this First Amendment and the transactions contemplated hereby, (ii) the names, positions and true signatures of the persons authorized to sign this First Amendment on behalf of the Purchaser, and (iii) such other matters pertaining to the transactions contemplated hereby as Vendor may reasonably require; and (b) On or prior a favourable legal opinion, in form and substance satisfactory to Vendor, acting reasonably, from external legal counsel to the Closing Date, each Purchaser shall deliver or cause as to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and the legal status of the Purchaser, (ii) such the corporate power and authority of the Purchaser to execute, deliver and perform this First Amendment, and (iii) the execution and delivery of this First Amendment and the enforceability of the Amended and Restated Agreement as amended by this First Amendment against the Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On the date hereof, the Company shall deliver or prior cause to be delivered the following: (i) To the Purchasers, this Agreement duly executed by the Company; (ii) To Placement Agent and the Escrow Agent, the Escrow Agreement duly executed by the Company; and (iii) To Placement Agent, the Lock-up Agreements duly executed by the Company’s directors and officers listed on Exhibit D-1. (b) On the date hereof, each Purchaser shall deliver the following: (i) To the Company, this Agreement duly executed by such Purchaser; (ii) To the Company, the Accredited Investor Questionnaire attached hereto as Exhibit A, completed and executed by such Purchaser; and (iii) To the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account as specified in the Escrow Agreement. (c) On the date hereof, the Escrow Agent shall deliver to the Company and Placement Agent the Escrow Agreement, duly executed by the Escrow Agent. (d) On the date hereof, Placement Agent shall deliver to the Company and the Escrow Agent the Escrow Agreement, duly executed by Placement Agent. (e) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by a legal opinion of the CompanyCompany Counsel, in the form of Exhibit B-1 attached hereto; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal Warrant Shares set forth next to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided name on Schedule 2.1; (iii) the Registration Rights Agreement duly executed by the sum Company; (iv) a certificate of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein;Company’s executive officers confirming the satisfaction of the conditions contained in Sections 2.3(b)(i) and (vi); and (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable other reasonable documents requested by counsel to the Placement Agent and the PurchasersAgent. (bf) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: Registration Rights Agreement and Selling Security Holder Questionnaire (ias defined in the Registration Rights Agreement) this Agreement duly executed by such Pxxxxxxxx; andPurchaser. (iig) such On the Closing Date, the Escrow Agent shall deliver to the Company, each Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased by such Purchaseraccount specified in the Escrow Agreement, which shall be made available for DVP settlement with minus certain deductions as set forth in the Company or its designeesEscrow Agreement.

Deliveries. (a) On At or prior to the Closing DateClosing, the Company shall deliver deliver, or cause caused to be delivered delivered, to each Purchaser Parent the following: (i) this Agreement duly executed by evidence, reasonably satisfactory to Parent, that Company has complied in all respects with the Companyrequirements under Section 228 and 262 of the DGCL; (ii) a certificate of the Secretary of Company dated the Closing Date, in form and substance reasonably satisfactory to Parent as to the Company Certificate of Incorporation and the Company’s wire instructions, on bylaws and Company letterhead being in good standing (including attaching the Company Certificate of Incorporation and executed Company’s bylaws and a certificate of good standing dated not more than five (5) business days prior to the Closing issued by the Company’s Chief Executive Officer or Chief Financial OfficerSecretary of State of the State of Delaware); (iii) subject to the provision of Section 2.1 that settlement a certificate of the Shares shall occur via DVPChief Executive Officer and Chief Financial Officer of Company dated the Closing Date, a copy of the irrevocable instructions in form and substance reasonably satisfactory to the Transfer Agent instructing the Transfer Agent Parent, as to deliver on an expedited basis via The Depository Trust (A) Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of not having paid any Transaction Expenses and (B) Company having taken all necessary and appropriate steps such Purchaser’s Subscription Amount divided by the Per Share Purchase Pricethat all Company Securities, registered including Company Options, will be treated as set forth in the name of such PurchaserArticle II; (iv) for each Purchaser of Pre-Funded Warrants pursuant evidence, reasonably satisfactory to Section 2.1Parent, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal as to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum termination of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinRelated Party Agreements (and the releases with respect thereto contemplated by Section 7.9); (v) evidence, reasonably satisfactory to Parent, as to the Preliminary Prospectus and termination of the Prospectus (which may be delivered Employee Plans in accordance with Rule 172 under Section 7.7, without any obligations or liabilities thereunder on the Securities Act)part of Company; (vi) a Common Warrant registered in the name Certificate of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded WarrantsMerger, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinduly executed by Company; (vii) Stockholders’ Written Consents necessary to secure the Requisite Stockholder Approval from holders of at least ninety-five percent (95%) of the shares of Company Stock (on an as converted basis), duly executed and delivered by the holders of Company Stock that are parties thereto, and the duly executed Lock-Up Agreements; andApproval Certificate; (viii) an updated Section 3.2(a) of the Company Disclosure Schedule, current as of the Closing Date; (ix) [intentionally omitted]; (x) a certificate duly executed by Company, in form and substance reasonably satisfactory to Parent, stating that no interest in Company is a United States real property interest within the meaning of Section 897 of the Code, which certificate (and delivery thereof) will comply in all respects with the requirements set forth in Treasury Regulations Section 1.1445-2(c)(3); provided, however, that if Company fails to deliver such certificate, the Closing shall proceed at Parent’s option, and Parent shall be entitled to withhold such amounts required to be withheld pursuant to Section 1445 of the Code, as determined by Parent in good faith; and (xi) the legal opinion of Company CounselGoulston & Storrs, P.C. in the form reasonably acceptable to the Placement Agent previously agreed upon by Parent and the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company Robocom shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed the Transaction Documents signed by the Company;Robocom; and (ii) evidence of the Company’s wire instructions, on Company letterhead and executed by consummation of the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject Merger pursuant to the provision of Section 2.1 that settlement terms of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the PurchasersMerger Agreement. (b) On or prior to the Closing Date, AgriVest shall deliver or cause to be delivered to the Purchaser the following: (i) the Transaction Documents signed by AgriVest; (ii) a certificate evidencing 19 million shares of Common Stock; (iii) resignation letters of such directors of AgriVest as the Purchaser may specify in its sole discretion in writing prior to the Closing, and resolutions of the AgriVest’s Board of Directors appointing Xxxxxxx Xxxxxxxx as the sole officer of AgriVest and as a director of AgriVest, to serve in such capacity until the next annual meeting of AgriVest’s stockholders or his sooner replacement, as applicable; and (iv) a certificate of the secretary of AgriVest (a) certifying that all conditions to Closing have been met, as well as the incumbency of AgriVest’s officers executing the Transaction Documents; (b) attaching copies of resolutions of the Board of Directors of AgriVest (x) approving the transactions contemplated by this Agreement, and (y) appointing such directors and officers of AgriVest as may be designated by Purchaser, which resolutions shall in each case be in full force and effect; (c) attaching copies certified by the Secretary of State of the State of Delaware of AgriVest’s Articles of Incorporation, as amended, and (d) attaching a true and complete copy of AgriVest’s bylaws, as amended, which shall be in full force and effect. (c) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company, Robocom and AgriVest the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) a bank check or other form of payment satisfactory to AgriVest in the amount of $50,000.00 in payment of the Purchase Price; and (iiiii) such all other Transaction Documents to which the Purchaser is a party, duly executed by Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior At Closing, FTK shall deliver the following documents to RONCO: (1) the certificates representing the Consideration Shares; (2) the written resignation of all FTK officers and directors from all of their positions as FTK directors and/or officers, all to be effective upon Closing; (3) the minute books of FTK, including its corporate seals, unissued stock certificates, stock registers, Articles of Incorporation, Bylaws and corporate minutes approving the terms and conditions of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby; (4) certificates issued by the Secretary of State of Delaware, as of a recent date, as to the good standing of FTK in its jurisdiction of incorporation and certifying its Articles of Incorporation; (5) certificates issued by the Secretary of State of Delaware, as of a recent date, as to the good standing of Purchaser in its jurisdiction of incorporation and certifying its Certificate of Incorporation; (6) a certificate, dated the Closing Date, of an officer of FTK setting forth that authorizing resolutions were adopted by FTK and Purchaser's Boards of Directors, approving the Company shall deliver or cause to be delivered to each Purchaser the following: (i) terms and conditions of this Agreement duly executed by and the Companyother documents contemplated hereby and the transactions contemplated hereby and thereby; (ii7) the Company’s wire instructionsconsents of any third party including, on Company letterhead and executed by but not limited to, parties to any of the Company’s Chief Executive Officer Material Agreements whose consent is required under the terms of any such Material Agreement or Chief Financial Officerotherwise; (iii) subject 8) the certificates referred to the provision of in Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act6.3(d); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii9) the duly executed Lock-Up Agreements; and (viii) a legal favorable opinion of Company Counselcounsel to FTK, dated the Closing Date, in a form reasonably acceptable to the Placement Agent RONCO, and (10) such other documents and the Purchasersinstruments as RONCO may reasonably request. (b) On or prior At Closing, RONCO shall deliver the following documents to FTK: (1) the Certificates of RONCO Common Stock to be delivered to FTK; (2) a certificate of the Secretary of State of the State of Delaware, as of a recent date, as to the good standing of RONCO and certifying its Certificate of Incorporation; (3) a certificate, dated the Closing Date, each Purchaser shall deliver or cause to be delivered to of an officer of RONCO setting forth that authorizing resolutions were adopted by RONCO's Board of Directors, approving the Company, terms and conditions of this Agreement and the following:other documents contemplated hereby and the transactions contemplated hereby and thereby; (i4) this Agreement duly executed by such Pxxxxxxxx; the certificates referred to in Section 6.4(d); (5) the favorable opinion of counsel to RONCO, dated the Closing Date, in a form reasonably acceptable to FTK, and (ii6) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesother documents and instruments as FTK may reasonably request.

Deliveries. (a) On or prior to the Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructionsNote, on Company letterhead and duly executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVPRegistration Rights Agreement, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided duly executed by the Per Share Purchase Price, registered in the name of such PurchaserCompany; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1the Security Agreement, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided duly executed by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinCompany; (v) the Preliminary Prospectus and Subsidiary Guarantee, duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company’s Subsidiaries; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded WarrantsTransfer Agent Instruction Letter, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinduly executed by the Company and the Transfer Agent; (vii) the duly executed Lock-Up Agreements; andopinion of Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date; (viii) a legal opinion certificate evidencing the formation and good standing of the Company Counseland each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date; (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (x) a certified copy of the Company’s articles of incorporation, as certified by the Secretary of State of California within two (2) days of the Closing Date; (xi) a certificate executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the Placement Agent Purchaser, approving (A) the entering into and performance of this Agreement and the Purchasersother Transaction Documents and the issuance, offering and sale of the Securities and (B) the performance of the Company and each of its Subsidiaries of their respective obligations under the Transaction Documents contemplated therein, (ii) the Company’s articles of incorporation and (iii) the Company’s bylaws, each as in effect at the Closing; and (xii) such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement Agreement, duly executed by such Pxxxxxxxxthe Purchaser; (ii) the Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; (iii) the Registration Rights Agreement, duly executed by the Purchaser; and (iiiv) such the Security Agreement, duly executed by the Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateAt each Closing, the Company shall deliver or cause to be delivered to each Purchaser the following; provided, however, that the items in Section 2.2(a)(i) need only be provided at the Initial Closing and the items in Section 2.2(a)(vi) need only be provided at the Subsequent Closing: (i) this Agreement duly executed by the CompanyCompany and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of a certificate issued by the irrevocable instructions Company (or an executed letter from the Company to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system credit the applicable shares of Common Preferred Stock equal to the portion an electronic account of such Purchaser’s Subscription Amount divided Purchaser as of the applicable Closing Date) evidencing the shares of Preferred Stock purchased by the Per Share Purchase Pricesuch Purchaser pursuant hereto, registered in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions); (iviii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) to purchase up to a the number of shares of Common Stock equal to Warrant Shares specified in the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceWarrant, subject to adjustment thereinas set forth therein and evidenced in the form of one or more certificates, substantially in the form of Exhibit C; (iv) the Company’s wire instructions; (v) a certificate of the Preliminary Prospectus Chief Executive Officer or Chief Financial Officer of the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to such Purchaser, (A) certifying resolutions duly adopted by the Board of Directors (and any approval by the Audit Committee of the Company or other body of independent directors necessary or advisable) approving the transactions contemplated hereby and the Prospectus other Transaction Documents and performance by the Company of its obligations hereunder and thereunder (which may be delivered in accordance with Rule 172 under collectively, the Securities Act“Transactions”) and the Transaction Documents, and taking such other action as is required to duly authorize the Transactions and the Transaction Documents, the filing of the Certificate of Designation, and the issuance of the Preferred Stock, the Conversion Shares, the Warrants and the Warrant Shares (collectively, the “Required Board Approvals”); (B) certifying the Certificate of Incorporation and Bylaws and (C) certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company; (vi) a Common Warrant registered certificate of the Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the applicable Closing Date, in the name of such Purchaser form and substance reasonably satisfactory to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares , confirming that the representations and warranties of Common Stock or Pre-Funded Warrants, the Company in this Agreement are true and correct with the same force and effect as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinthough expressly made at and as of the Subsequent Closing Date; (vii) a certificate evidencing the duly executed Lock-Up Agreementsgood standing of the Company in Delaware issued by the Secretary of State of Delaware, as of a date within five (5) Business Days of the applicable Closing Date; and (viii) a legal an opinion of counsel substantively in the form attached hereto as Exhibit D, executed by Company Counsel, in form reasonably acceptable Counsel as of the applicable Closing Date and addressed to the Placement Agent and the Purchaserssuch Purchaser. (b) On or prior to the Closing DateAt each Closing, each Purchaser shall deliver or cause to be delivered to the Company, the following; provided, however, that the items in Sections 2.2(b)(i) and (iii) need only be provided at the Initial Closing: (i) this Agreement duly executed by the such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with in respect of such Closing by wire transfer in immediately available funds to the Securities purchased account specified by the Company; (iii) an Internal Revenue Service Form W-8 or Form W-9, as applicable, duly and validly executed by such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions); and (iv) a certificate evidencing the good standing of such Purchaser under the Laws of such Purchaser’s jurisdiction of incorporation, which as of a date within five (5) Business Days of the applicable Closing Date. (c) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees that the Purchasers may, in their sole discretion and upon written notice to the Company on the applicable Closing Date, deliver invoices for billed but unpaid legal services rendered and withhold (the “Legal Fees Deduction”) an amount equal to the Legal Fees (as defined below) from the Subscription Amount otherwise payable to the Company on such Closing Date and use the Legal Fees Deduction to satisfy outstanding invoices from Xxxxxx & Xxxxxx L.L.P. (the “Legal Fees”) directly on the Company’s behalf. For the avoidance of doubt, amounts withheld from the Subscription Amount pursuant to the Legal Fees Deduction shall be made available for DVP settlement with deemed delivered to the Company or its designees.under Section 2.2(b)(ii) and shall not result in a reduction to the number of shares of Preferred Stock and/or Warrants issuable to the Purchasers on the applicable Closing Date, as set forth on Exhibit A.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Initial Purchaser the following: (i) this Agreement, duly executed by the Company; (ii) a customary legal opinion of Company Counsel, dated as of the Closing Date, in the form reasonably acceptable to the Initial Purchaser; (iii) the Note, duly executed by the Company; (iv) each of (A) the Closing Warrant, (B) the Transferred Warrants, and (C) four (4) Subsequent Warrants, each for 2,125,000 Warrant Shares and with one of each such Subsequent Warrant having a vesting date of 180 days following the Closing Date, 270 days following the Closing Date, 360 days following the Closing Date, or 450 days following the Closing Date, as applicable, in each case, duly executed by the Company and registered in the name of the Initial Purchaser (or its designees identified in writing prior to the Closing); (v) the Security Agreement along with all of the Security Documents, including the Subsidiary Guarantee and the Account Control Agreements and 2nd Lien Account Control Agreements (as defined in the Note) (to the extent such Account Control Agreements and 2nd Lien Account Control Agreements are required to be delivered pursuant to the terms of the Note or the Security Documents, in each case, subject to the time period(s) set forth therein), duly executed by the Company and the Subsidiaries thereto, the Pledged Securities (to the extent such Pledged Securities are certificated) and corresponding stock powers; (vi) the Registration Rights Agreement, duly executed by the Company; (vii) the Company and each Subsidiary shall have delivered a certificate, executed on behalf of the Company or such Subsidiary, as applicable, by its Secretary (or other comparable officer), dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors (or similar governing body) of the Company or such Subsidiary, as applicable, approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current versions of the Company’s or such Subsidiary’s, as applicable, certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company or such Subsidiary, as applicable; (viii) the Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Accounting Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 2.3; (ix) the Company and each of Xxxxx Xx and Xxxxxx Xxxx, as applicable, shall have duly executed and delivered to the Initial Purchaser each Management Sale Letter; (x) [reserved]; (xi) duly executed Stock Purchase Agreement by and between the Company and Sorrento with respect to the Sorrento Repurchase (the “Sorrento Stock Purchase Agreement”), the form of which is attached hereto as Exhibit F, which the Initial Purchaser hereby acknowledges and agrees is in the form that is acceptable to the Initial Purchaser; (xii) the Subordination Agreement duly executed by Scilex Pharmaceuticals, Inc., the Agent and eCapital Healthcare Corp.; (xiii) [reserved]; (xiv) [reserved]; (xv) the payment of the portion of the Fees and Expenses Reimbursement to be delivered at the Closing (for the avoidance of doubt, the Initial Rolled Expense Amount shall be added to the Note Principal at Closing); (xvi) the DIP Assignment Agreement, duly executed by the Company and Sorrento; and (xvii) to the extent entered into at or prior to the Closing, all documentation in respect of the X. Xxxxx Indebtedness or the Yorkville Indebtedness (each as defined in the Note). (b) On or prior to the Closing Date, the Initial Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by the CompanyInitial Purchaser; (ii) the Company’s wire instructions, on Company letterhead and Security Agreement duly executed by the Company’s Chief Executive Officer or Chief Financial OfficerInitial Purchaser and the Agent; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided Registration Rights Agreement duly executed by the Per Share Purchase Price, registered in the name of such Initial Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided Subordination Agreement duly executed by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinAgent; (v) the Preliminary Prospectus and DIP Assignment Agreement, duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act);Initial Purchaser; and (vi) a Common Warrant registered in duly completed and validly executed IRS Form W-9 indicating the name of such Initial Purchaser to purchase up to is a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers“U.S. person” for U.S. federal income tax purposes. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, form of Exhibit C attached hereto addressed to the Placement Agent on Company letterhead and executed by behalf of the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant Purchaser, as applicable, who has elected to Section 2.1purchase the Preferred Stock, a Pre-Funded certificate evidencing a number of shares of Preferred Stock equal to, in aggregate, such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion % of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, with an exercise price equal to $ , subject to adjustment therein;therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vvi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect regard to the Securities Preferred Stock purchased by such Purchaser, if any, by wire transfer to the account specified in the Escrow Agreement; and (iii) such Purchaser’s Subscription Amount with regard to the Shares purchased by such Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesCompany.

Deliveries. (1) At the Closing, Purchaser shall receive all of the following, in form and substance reasonably satisfactory to Purchaser (it being agreed by Purchaser that the documents attached hereto as exhibits are satisfactory in form to Purchaser): (a) On grant deeds in the form attached hereto as Exhibit H executed by the Seller; (b) bills of sale and assignment for the Personal Property in the form of Exhibit I, executed by Seller; (c) an assignment of the Franchise Agreements, in the form of Exhibit J attached hereto (the "Assignment of Franchise Agree ments"), executed by Seller, assigning to Purchaser the Franchise Agreements, and the consents of the franchisors to such assignments in form and content reasonably acceptable to Purchaser; (d) an assignment of the Service Contracts, in the form of Exhibit K attached hereto (the "Assignment of Service Contracts"), executed by Seller, assigning to Purchaser the Service Contracts; (e) an assignment of the Tenant Leases, in the form of Exhibit L hereto (the "Assignment of Tenant Leases"), executed by Seller, assigning the Tenant Leases to Purchaser; (f) an assignment of the Equipment Leases, in the form of Exhibit M hereto (the "Assignment of Equipment Leases"), executed by Seller, assigning to Purchaser the Equipment Leases; (g) a certificate from Seller that each of the representations and warranties contained in Section 3 hereof is true and correct as set forth herein as of the Closing Date. (h) written acknowledgments reasonably acceptable to Purchaser (the "Estoppel Certificates") from the parties (other than the Seller) obligated on the Tenant Leases (said estoppels from tenants to be in the form of Exhibit N hereto), dated as of a date not more than thirty (30) days prior to Closing, with no material omissions from the form of estoppel certificate set forth in Exhibit N. (i) all assignable licenses, permits, approvals, zoning exceptions and approvals, consents and orders of governmental, municipal or regulatory authorities in Seller's possession or control which have been obtained in connection with the ownership, operation and use of the Properties, including, without limitation, certificates of occupancy for the Properties; (j) notices to each of the tenants under the Tenant Leases, notifying them of the sale of the Properties and directing them to pay all future rent as Purchaser may direct, and notices to the other parties under the Service Agreements and Equipment Leases notifying them of the sale of the Properties to Purchaser; (k) a closing statement setting forth all prorations and credits required hereunder; (l) UCC searches showing no financing statements on file with respect to the Personal Property; (m) an affidavit from Seller that it is not a "foreign person" or subject to withholding requirements under the Foreign Investment in Real Property Tax Act of 1980, as amended, and a comparable affidavit or form under California law; (n) any documents reasonably required of Seller by the Title Company; (o) evidence satisfactory to Purchaser that Seller has the right to assign to Purchaser the exclusive right to use the names of the Properties; (p) the original of all Property Agreements to the extent they are in the possession of Seller or its agents; (q) all keys and combinations to locks located at the Properties; (r) all soil reports, engineering studies, maintenance records, consultant reports, plans and specifications and books and records relating to the Properties which are in the possession of Seller or its General Partner; (s) a complete set of all guest registration cards, guest transcripts, guests' histories and all other guest information; (t) a complete list of all advance room reservations and functions in reasonable detail so as to enable Purchaser to honor them; and (u) evidence that the Seller has terminated all existing management agreements for the Motels (unless Purchaser has notified Seller, no later than thirty (30) days prior to the Closing Date, the Company that it has elected to continue such management agreements in force). (2) Seller shall deliver or cause to be delivered to each have received from Purchaser all of the following:, in form and substance reasonably satisfactory to Seller (it being agreed by Seller that the documents attached hereto as exhibits are satisfactory in form to the Seller): (ia) this Agreement duly executed by payment of the CompanyPurchase Price, plus or minus prorations; (iib) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 a certificate from Purchaser that settlement each of the Shares shall occur via DVP, a copy representa tions and warranties contained in Section 4 is true and correct as of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up AgreementsClosing Date; and (viiic) a legal opinion copies of Company Counselthe Assignment of Franchise Agreements, in form reasonably acceptable to the Placement Agent Assignment of Service Contracts, the Assignment of Tenant Leases, and the Purchasers. (b) On or prior Assignment of Equipment Leases executed by Purchaser, pursuant to which Purchaser assumes the obligations of Seller accruing from and after the Closing DateDate under the Franchise Agreements, each Purchaser shall deliver or cause to be delivered to the CompanyTenant Leases, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserService Contracts, which shall be made available for DVP settlement with the Company or its designeesand Equipment Leases.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement its duly executed signature page to each of the other Transaction Documents to which it is a party; (ii) one or more stock certificates, evidencing the Shares; (iii) a Warrant, duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a the number of shares of Common Stock equal to Warrant Shares set forth on the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicablesignature page hereto, with an exercise price equal to $[ [*] per share(such Warrant certificate may be delivered within three trading days of the Closing Date; (iv) the opinion of Company’s General Counsel, subject dated as of the Closing Date, in the form previously provided; (v) a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to adjustment thereinthe Purchasers, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent; (vi) a certificate evidencing the good standing of the Company issued by the Secretary of State of Delaware as of a date within ten (10) days of the Closing Date; (vii) a certificate, in the duly form acceptable to the Purchaser, executed Lock-Up Agreementsby the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company’s board of directors in a form reasonably acceptable to the Purchaser; and (viii) a legal opinion letter from the Company’s transfer agent certifying the number of Company Counsel, in form reasonably acceptable shares of Common Stock outstanding on the Closing Date immediately prior to the Placement Agent and the PurchasersClosing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement its duly executed signature page to each of the other Transaction Documents to which it is a party; (ii) the Purchaser’s Net Subscription Amount by such Pxxxxxxxxwire transfer to the account as specified in writing by the Company; and (iiiii) such Purchasera fully completed Purchaser Questionnaire, in the form attached hereto as Exhibit C, for the Company’s Subscription Amount with respect use in preparing the Registration Statement to the Securities purchased be filed by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesunder the Registration Rights Agreement (such Purchaser Questionnaire may be delivered within two Trading Days of the Closing Date).

Deliveries. (a) On Except as specified in clauses (ii) and (iii) below, on or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement the Second Amended and Restated XXX duly executed by the Company; (ii) a certificate evidencing the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision number of Section 2.1 that settlement of the Preferred Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of set forth opposite such Purchaser’s Subscription Amount divided by the Per Share Purchase Pricename on Exhibit A hereto, registered in the name of such PurchaserPurchaser (such certificates to be delivered as promptly as practicable after the Closing Date but in no event more than three Trading Days after the Closing Date); (iviii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of set forth opposite such Purchaser’s Subscription Amount applicable name on Exhibit A hereto (such Warrant certificates to Pre-Funded Warrants divided by be delivered as promptly as practicable after the sum Closing Date but in no event more than three Trading Days after the Closing Date); (iv) a Certificate, executed on behalf of the Per Pre-Funded Warrant Purchase PriceCompany by its Chief Executive Officer and its Chief Financial Officer, subject dated as of the Closing Date, certifying to adjustment therein;the fulfillment of the conditions specified in subsections (i), (ii), (iv), (v), (vi) and (vii) of Section 2.4(b); and (v) a Certificate, executed on behalf of the Preliminary Prospectus Company by its Secretary, dated as of the Closing Date, (A) certifying the resolutions adopted by the Board of Directors of the Company approving the Transaction Documents (in forms approved by authorized officers) and the Prospectus (which may be delivered in accordance with Rule 172 under transactions contemplated by this Agreement, including the Securities Act); (vi) a Common Warrant registered in issuance of the name of such Purchaser to purchase up to a number of Preferred Shares, the shares of Common Stock equal to [ ]% issuable upon the conversion of such Purchaser’s shares of Common Stock or Pre-Funded Warrantsthe Preferred Shares, the Warrants and the Warrant Shares and the Corporate Actions (subject to, as applicable, with an exercise price equal to $[ ] per shareobtaining the Requisite Stockholder Approval), subject to adjustment therein; (viiB) certifying the duly executed Lock-Up Agreements; and current versions of the Certificate of Incorporation, the Certificate of Designations, and the Bylaws of the Company and (viiiC) a legal opinion of Company Counsel, in form reasonably acceptable certifying as to the Placement Agent signatures and authority of persons signing the PurchasersTransaction Documents and related documents on behalf of the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement the Second Amended and Restated XXX duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect the applicable Purchase Price by wire transfer to the Securities purchased account specified by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Placement Agent(s) on behalf of each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Debenture with a principal amount equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrincipal Amount, registered in the name of such Purchaser; (iviii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a that number of shares of Common Stock equal to 100% of the portion shares of Common Stock initially issuable pursuant to such Purchaser’s Subscription Amount applicable Debenture (without regard to Pre-Funded Warrants divided any beneficial ownership limitations) exercisable at the Exercise Price; (iv) the Security Agreement, duly executed by the sum Company and each Subsidiary, along with all of the Per Pre-Funded Warrant Purchase PriceSecurity Documents, subject to adjustment thereinincluding the Subsidiary Guarantee, duly executed by the parties thereto, the original Pledged Securities and corresponding stock powers; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Lock-Up Agreements; (vi) a Common Warrant registered in copy of a good standing certificate, dated a date reasonably close to the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinClosing Date; (vii) a certificate, dated as of the Closing Date, duly executed Lock-Up Agreementsand delivered by an officer of the Company, certifying the resolutions of the Company’s Board of Directors then in full force and effect authorizing, to the extent relevant, all aspects of the transaction and the execution, delivery and performance of each Transaction Document to be executed and the transactions contemplated hereby and thereby; (viii) legal opinion of counsel to the Company in a form satisfactory to the counsel to the Placement Agent(s); and (viiiix) a legal opinion of Company Counselsuch other approvals, opinions, or documents as the Placement Agent(s) may request in form and substance reasonably acceptable satisfactory to the Placement Agent and the PurchasersAgent(s). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect as to the Securities purchased Closing by wire transfer to the Escrow Agent to the account specified in Schedule 2.1 hereto; (iii) Purchaser Questionnaire in the form of Exhibit F hereto; and (iv) the Security Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following. These deliverables shall be reasonably acceptable to each Purchaser: (i) this Agreement duly executed by the Company; (ii) legal opinions of (w) Company Counsel with respect to U.S. laws and securities matters (including, without limitation, a negative assurance letter or statement), in a form reasonably satisfactory to HTFL and the Company’s wire instructionsPlacement Agent; and (x) Company Nevada Counsel with respect to Nevada laws, on Company letterhead in a form reasonably satisfactory to HTFL and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent; (iii) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from WWC, P.C.; (iv) the Lock-Up Agreements; (v) a duly executed and delivered Officer’s Certificate, in customary form reasonably satisfactory to HTFL and the Placement Agent; (vi) the duly executed and delivered certificate of its Chief Executive Officer with respect to certain regulatory matters dated as of the Closing Date, and in form and substance satisfactory to HTFL and the Placement Agent; (vii) the duly executed and delivered certificate of its Chief Financial Officer with respect to certain financial information dated as of the Closing Date, and in form and substance satisfactory to HTFL and the Placement Agent; (viii) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivix) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableShares, with an exercise price equal to $US$[ ] per share], subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On Prior to or prior to at the Closing DateClosing, each of the Lenders, the Company shall deliver or cause and the New Lenders agrees to be delivered to each Purchaser do the following: 2.2.1 The Parties shall execute and deliver all documents required in order to assign to the New Lenders the Security Interests granted by the Company to the Lenders, including without limitation, any documents required for filing with the Israeli Registrar of Companies which is required to effect the transfer and assignment of the Security Interests (attached hereto as Exhibit E-5, Exhibit E-6, Exhibit E-7 and Exhibit E-8). Such documents shall be in a form reasonably satisfactory to the New Lenders, and shall include, inter alia, a legal note amending the Pledge Agreements (attached hereto as Exhibit E-3 and Exhibit E-4) and the Pledges Certificates granted to the Lenders, and letter to the Company by the New Lenders and the Lenders notifying the Company of the assignment of the Security Interests. 2.2.2 Subject to the Banks' approval and as instructed by the Banks, (i) this Agreement duly executed by each of the Company; New Lenders and the Company shall execute subordination agreements substantially in the form attached hereto as Exhibit G and the Lenders and the Company shall concurrently execute a termination of the existing subordination agreement among the Lenders, the Banks and the Company or (ii) the Company’s wire instructionsLenders shall assign the existing Subordination Agreements to the New Lenders and the New Lenders shall deliver to the Lenders a consent and confirmation letter in favor of the Lenders and each of the Banks certifying that each of the New Lenders undertakes to keep all of the obligations of the Lenders to the Banks, on Company letterhead and executed by under the Company’s Chief Executive Officer or Chief Financial Officer;Subordination Agreements. Such consent shall be in the form attached hereto as Exhibit H. (iiia) subject The New Lenders shall transfer the Purchase Price (as defined below) and (b) the Company or the New Lenders (as specified in Section 3 below) shall transfer, or instruct Magic to the provision of Section 2.1 that settlement of the Shares shall occur via DVPtransfer, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on if applicable, an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock amount equal to the portion Released Escrow Funds (as defined below), in US$, to the account of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; DS APEX Holdings Ltd (iv"DS APEX") for each Purchaser the benefit of Pre-Funded Warrants pursuant all the Lenders, provided that the Company shall not transfer such amount and shall not instruct Magic to Section 2.1transfer it, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion Lenders or to the New Lenders, in case of such Purchaser’s Subscription Amount any applicable to Pre-Funded Warrants divided by legal requirement or lawful impediment preventing the sum Company from doing so considering, inter alia, the Company's financial status. The allocation among the Lenders of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) repayment amounts is listed in Exhibit A herein. The New Lenders or the Preliminary Prospectus and Company shall have no liability or obligation towards any of the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount Lenders with respect to the Securities purchased by such Purchaser, which Purchase Price once the New Lenders have transferred the Purchase Price to DS APEX and shall be made available for DVP settlement with deemed to have satisfied the Company or its designeesterms of this Section 2.2.3 upon transfer of the Purchase Price to DS APEX. 2.2.4 The Lenders shall irrevocably instruct DS Investment House Ltd., the broker holding the Assigned Shares, to transfer the Assigned Shares to the New Lenders according to the allocation listed in Exhibit B. 2.2.5 The Lenders shall deliver the Lenders' Waiver (as defined below).

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit B attached hereto; (iii) subject to the provision a certificate evidencing a number of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 1/3 of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Series B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% 1/3 of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price; (vi) a Series C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein1/3 of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price; (vii) an officer’s certificate from the duly executed Lock-Up Agreements; andChief Executive Officer, dated as of the Closing Date, certifying and setting forth (i) the names, signatures and positions of the Persons authorized to execute this Agreement and any other Transaction Documents to which the Company is a party, (ii) a copy of the resolutions of the Company authorizing the execution, delivery and performance of this Agreement and (iii) certifying that the representations and warranties of the Company are true and correct as of the Closing Date and that the Company has satisfied all of the conditions to the Closing; (viii) a legal opinion copy of Company Counselthe Company’s September 30, in form reasonably acceptable to 2007 financial statements; and (ix) the Placement Agent and Registration Rights Agreement duly executed by the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect to by wire transfer; and (iii) the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructionsspecified Notes, having the respective principal amounts set forth on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceSchedule 1, registered in the name of such specified Purchaser; (iii) 100,000 Commitment Shares as set forth on Schedule I, registered in the name of the specified Purchaser (the “LH Commitment Shares”); (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1the Collateral Agency Agreement, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided duly executed by the sum of Company and the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinTarget; (v) the Preliminary Prospectus and Registration Rights Agreement duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinGuaranty duly executed by the Target; (vii) the Security Agreement duly executed Lock-Up Agreements; andby the Company and its Subsidiaries, as applicable; (viii) the Intellectual Property Security Agreement duly executed by the Company and its Subsidiaries, as applicable; (ix) the Amended and Restated Security Agreement duly executed by the Company, the Target and the Target’s Subsidiaries, as applicable; (x) the Canadian Security and Pledge Agreement duly executed by the Target and its Canadian Subsidiaries; (xi) the Canadian Amended and Restated Security and Pledge Agreement duly executed by the Target and the Target’s Subsidiaries, as applicable; (xii) The Canadian Guaranty executed by the Target and its Canadian Subsidiaries; (xiii) an officer’s certificate and compliance certificate, each in a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Purchaser’s counsel; and (xiv) such other opinions, certificates, statements, including, without limitation, a closing statement, and agreements as the Purchasers’ counsel may reasonably require. (b) On or prior to the Closing Date, each the Purchaser signatory to the specified agreement shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) the applicable Purchaser’s Subscription Amount as to the Note being purchased by such Purchaser at the Closing by wire transfer to an account specified in writing by the Company to such Purchaser prior to the Closing Date; (iii) the Collateral Agency Agreement duly executed by the Purchasers; (iv) the Registration Rights Agreement duly executed by the Purchasers; (v) the Security Agreements duly executed by the Purchasers, as applicable; and (iivi) such the Intellectual Property Security Agreement duly executed by the specified Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit B attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]50% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableShares, with an exercise price equal to $[ ] per share, 0.72 subject to adjustment thereintherein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Registration Rights Agreement duly executed by the Company; (vi) a Lock-Up Agreement, substantially in the form attached hereto as Exhibit D, executed by each person listed on Exhibit E hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date; (vii) a certificate of the duly executed Lock-Up AgreementsChief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 2.3(b)(i) and (ii); and (viii) a legal opinion certificate of Company Counselthe Secretary of the Company, in form reasonably acceptable to dated as of the Placement Agent Closing Date, certifying the resolutions adopted by the Board of Directors or any duly authorized committee thereof approving the transactions contemplated by this Agreement and the Purchasersother Transaction Documents and the issuance of the Securities and certifying the current versions of the Certificate of Incorporation and the Bylaws. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit B attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Share Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each a certificate evidencing the number of shares of Preferred Stock equal to such Purchaser’s Preferred Stock Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of Pre-Funded Warrants pursuant the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; provided, however, that the Company shall deliver Conversion Shares on the Closing Date to Section 2.1, any Purchaser that delivers to the Company a Pre-Funded duly executed Notice of Conversion (as defined in the Certificate of Designation) prior to the Closing Date; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares and Conversion Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price$1.18, subject to adjustment therein;therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vvi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) to the Company, this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) to the Escrow Agent, such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with account specified in the Company or its designeesEscrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following. Other than with respect to item 2.2 (a)(v) below, these deliverables shall be reasonably acceptable to each Purchaser: (i) this Agreement duly executed by the Company; (ii) legal opinions of (w) Company Counsel with respect to U.S. laws and securities matters (including, without limitation, a negative assurance letter or statement); (x) B&D Law Firm with respect to PRC laws (including, without limitation, a negative assurance letter or statement); and (y) Xxxxxxx Xxxx & Xxxxxxx with respect to Cayman Islands laws, in a form satisfactory to EGS and the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent; (iii) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Xxx, Xxx & Co., LLP; (iv) the Lock-Up Agreements; (vii) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to EGS and the Placement Agent; (viii) the duly executed and delivered certificate of its Chief Executive Officer with respect to certain regulatory matters dated as of the Closing Date, and in form and substance satisfactory to EGS and the Placement Agent; (ix) the duly executed and delivered certificate of its Chief Financial Officer with respect to certain financial information dated as of the Closing Date, and in form and substance satisfactory to EGS and the Placement Agent; (x) the duly executed and delivered certificate of its Chief Executive Officer with respect to certain matters related to Color China Entertainment Limited dated as of the Closing Date, and in form and substance satisfactory to EGS and the Placement Agent; (xi) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivxii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion 65% of such Purchaser’s Subscription Amount applicable Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceUS$1.50, subject to adjustment therein; (vxiii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act);; and (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (viixiv) the duly executed Lock-Up Agreements; and (viii) a legal opinion and delivered F-3 Management Representation Letter of Company Counselits Chief Executive Officer and Chief Financial Officer with respect to the Company’s eligibility to use the Registration Statement dated as of the Closing Date, and in form reasonably acceptable and substance satisfactory to EGS and the Placement Agent and the PurchasersAgent. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On Purchaser shall have executed and delivered to Seller at or prior to the Closing: (a) an Instrument of Assumption of Assumed Liabilities substantially similar in form and substance to Exhibit 10.3 hereto; (b) with respect to each of the Owned Real Properties, a duly executed Assignment and Assumption of Landlord Leases; (c) with respect to each of the Leased Real Properties, a duly executed Assignment and Assumption of Tenant Leases; (d) a copy of Purchaser’s Articles of Incorporation certified as of a recent date by the Secretary of State of the State of South Dakota; (e) a certificate of good standing of Purchaser issued as of a recent date by the Secretary of State of the State of South Dakota; (f) a certificate of the secretary or an assistant secretary of Purchaser, dated the Closing Date, the Company shall deliver or cause in form and substance reasonably satisfactory to be delivered Seller, as to each Purchaser the following: (i) this Agreement duly executed by no amendments to the Company; Certificate of Incorporation of Purchaser since a specified date; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; Bylaws of Purchaser; (iii) subject to the provision of Section 2.1 that settlement resolutions of the Shares shall occur via DVPBoard of Directors of Purchaser authorizing the execution, a copy delivery and performance of this Agreement and any agreements contemplated hereby and the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; transactions contemplated hereby and thereby; and (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum incumbency and signatures of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus officers of Purchaser executing this Agreement and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreementsany agreement contemplated hereby; and (viiig) a legal opinion of Company Counselall such other instruments, in each case in form and substance reasonably acceptable satisfactory to Seller, as shall be reasonably necessary or advisable to consummate the Placement Agent sale and transfer of Assets to, and the Purchasersassumption of Assumed Liabilities by, Purchaser. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit C attached hereto; (iii) subject to a Note, convertible at the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Note Conversion Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1a Warrant, a Pre-Funded exercisable at the Warrant Exercise Price, registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 75% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceShares, subject to adjustment thereinas described therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) a Security Agreement providing the Preliminary Prospectus and Purchasers with a lien on all of the Prospectus (which may be delivered in accordance with Rule 172 under assets of the Securities Act)Company; (vi) a Common Warrant registered in Guaranty Agreement executed by the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such PurchaserCompany’s shares of Common Stock or Pre-Funded WarrantsSubsidiary OncBiomune, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinInc.; (vii) a Pledge Agreement pledging the duly executed Lock-Up AgreementsCompany’s outstanding common stock and other equity instruments of and the Company’s subsidiary OncBiomune, Inc.; (viii) evidence of the termination of the Purchase Agreement dated as of October 20, 2015 by and between the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) and the Registration Rights Agreement dated as of October 20, 2015, by and between the Company and Lincoln Park; and (viiiix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and Escrow Agreement duly executed by the PurchasersCompany. (b) On or prior to the Closing Date, Date each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) the Escrow Agreement duly executed by such Purchaser; (iii) to the Company, such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased by such Purchaser, which Company; and (iv) the Lead Investor shall be made available deliver the Security Agreement and Pledge Agreement as collateral agent for DVP settlement with the Company or its designeesbenefit of the Purchasers.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company;; 7 MACROBUTTON DocID \\4143-0055-6618 v8 (ii) a legal opinion of US Company Counsel, in form and substance reasonably acceptable to the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject a legal opinion of Canadian Company Counsel, in form and substance reasonably acceptable to the provision of Section 2.1 that settlement Purchasers; (iv) a certificate signed by an executive officer of the Shares shall occur via DVPCompany to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date, that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and to certify the true, correct and complete copies of the Company’s certificate of incorporation, the Company’s by-laws, the Company’s resolutions duly adopted by the Board of Directors authorizing the transactions contemplated by this Agreement, the Company’s incumbency certificate and copies of certificates, dated as of a recent date, with respect to the due qualification, valid existence and good standing, as applicable, of the Company; (v) a certificate signed by an executive officer of Acasti Pharma U.S. Inc. (Delaware) (the “US Sub”) to certify the true, correct and complete copies of the US Sub’s certificate of incorporation, the US Sub’s by-laws, the US Sub’s incumbency certificate and copies of certificates, dated as of a recent date, with respect to the due qualification, valid existence and good standing, as applicable, of the US Sub; (vi) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, evidence of Common Stock equal to the portion issuance of such Purchaser’s Subscription Amount divided Shares hereunder as held in DRS book-entry form by the Per Share Purchase Price, Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (ivvii) for each Purchaser of Pre-Funded Common Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 62.5% of the portion sum of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Shares and Pre-Funded Warrant Purchase PriceShares, with an exercise price equal to US$3.003, being the Nasdaq Minimum Price of the Common Stock on the Nasdaq Stock Market on the issuance date multiplied by 1.625 (162.5%), subject to adjustment therein; (vviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant if applicable, Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableon a 1:1 basis, with an exercise price equal to $[ ] per share, subject to adjustment thereinUS$0.0001; (viiix) the duly Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to by the Placement Agent and the PurchasersChief Executive Officer or Chief Financial Officer. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following:: MACROBUTTON DocID \\4143-0055-6618 v8 (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Dateeach Closing, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) as to the Company’s wire instructionsFirst Closing, on Company letterhead and the Registration Rights Agreement duly executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject as to the provision of Section 2.1 that settlement of the Shares shall occur via DVPFirst Closing, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, First Closing Debenture registered in the name of such the Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant as to Section 2.1the First Closing, a Pre-Funded Warrant registered in the name of such Purchaser Shares; (v) as to purchase up the First Closing, an irrevocable transfer agent letter to a reserve the number of shares of Common Stock equal issuable upon conversion of the First Closing Debenture which letter shall be in a form reasonably acceptable to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant as to the First Closing, an irrevocable instruction letter executed by the Company and the Transfer Agent for the issuance in book entry of the Shares registered in the name of such Purchaser the Purchaser; (vii) as to purchase up the Second Closing, a Second Closing Debenture registered in the name of the Purchaser; and (viii) as to a the Second Closing, an irrevocable transfer agent letter to reserve the number of shares of Common Stock equal to [ ]% issuable upon conversion of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) Second Closing Debenture which letter shall be in a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Purchaser; and (ix) as to the Second Closing, a certificate duly executed by the Company’s chief executive officer in a form that is acceptable to the Purchaser, stating that no Material Adverse Event has occurred since the First Closing and the PurchasersCompany has not breached the terms of this Agreement or the First Closing Debenture. (b) On or prior to each Closing, the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) as to the First Closing, this Agreement duly executed by such Pxxxxxxxxthe Purchaser; (ii) as to the First Closing, the Registration Rights Agreement duly executed by the Purchaser; (iii) as to the First Closing, the First Closing Subscription Amount subject to the closing by wire transfer; and (iiiv) such Purchaser’s as to the Second Closing, the Second Closing Subscription Amount with respect subject to the Securities purchased closing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeeswire transfer.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit A attached hereto; (iii) subject to a certificate duly issued by the provision of Section 2.1 that settlement of Company representing the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided purchased by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser a Warrant, duly executed by the Company, in the form of Pre-Funded Warrants pursuant to Section 2.1Exhibit B attached hereto, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the portion number of shares Common Stock issuable upon conversion of the Shares purchased by such Purchaser’s Subscription Amount applicable , with an exercise price equal to Pre-Funded Warrants divided by the sum 120% of the Per Pre-Funded Warrant Share Purchase Price, subject to adjustment therein; (v) duly adopted resolutions of the Preliminary Prospectus Board of Directors of the Company consistent with Section 3.1(c) herein and in a form reasonably acceptable to such Purchaser (the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act“Resolutions”); (vi) a Common Warrant registered secretary’s certificate, dated as of the Closing Date, certifying as to (A) the Resolutions, (B) the Certificate of Incorporation of the Company, certified as of a date within ten (10) days of the Closing Date, by the Secretary of State of the State of Delaware, and (C) the Bylaws of the Company, each as in effect at the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein;Closing; and (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, an officer’s certificate in form and substance reasonably acceptable satisfactory to the Placement Agent Purchaser, dated as of the Closing Date, certifying that the representations and warranties of the PurchasersCompany contained herein are true and correct as of the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account as specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeespursuant to the Closing Escrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and UK Company Counsel (which may be delivered in one legal opinion), in the form reasonably acceptable to the Placement Agent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) ADSs equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion 100% of such Purchaser’s Subscription Amount applicable ADSs, with an exercise price per ADS equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price$2.05, subject to adjustment therein;therein (such ink-original Warrant may be delivered within two Trading Days after the Closing Date); and (vvi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee, and such Purchaser’s Additional Subscription Amount, which shall be included in such Purchaser’s Subscription Amount to be made available for “Delivery Versus Payment” settlement with the Company or shall be separately delivered to the Company pursuant to the Company’s wire instructions as provided pursuant to Section 2.2(a)(iii) herein.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Custodial Agent with respect to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Debenture with a principal amount equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Priceas set forth on such Purchaser’s signature page hereto, registered in the name of such Purchaser; (iviii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 25% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Market Price, with an exercise price equal to $0.24, subject to adjustment therein; (iv) an Officer’s certificate certifying that the Company has reduced the interest rate of the Opus Loan to be equal to 7% for the period of Opus’ forbearance, which certificate to be in a form and substance reasonably satisfactory to the Purchasers; (v) an Officer’s certificate certifying that Opus has agreed to (A) extend the Preliminary Prospectus forbearance agreement, dated April 6, 2005 by and among Opus and the Prospectus Company, until the Maturity Date (which may as defined in the Debentures), and (B) receive all interest payments payable on or after Closing on all of the outstanding debt of the Company, issued by Opus, in shares of Common Stock at a price equal to (X) for interest accrued as of the Closing Date, 100% of the average of each of the 20 VWAPs immediately prior to the Closing Date; and (Y) for all interest payments made after the Closing Date, 100% of the average of each of the 20 VWAPs immediately prior to the payment on the outstanding debt, such certificate to be delivered in accordance with Rule 172 under form and substance reasonably satisfactory to the Securities Act)Purchasers; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein;Custodial Agreement duly executed by the Company; and (vii) the amended and restated Registration Rights Agreement duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to by the Placement Agent and the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Custodial Agent the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account of the Custodial Agent to be held in escrow pursuant to the terms of the Custodial Agreement; (iii) the Custodial Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with ; and (iv) the Company or its designeesamended and restated Registration Rights Agreement duly executed by such Purchaser.

Deliveries. At the Closing, subject to the terms and conditions contained herein: (a) On or prior to the Closing Date, the The Company shall deliver or cause to be delivered to each Purchaser the followingfollowing items: (i) this Agreement duly executed counterparts to each of the Transaction Documents to which the Company, the Stockholders or the Stockholders’ Representative is party; (ii) a certificate of the Secretary of State of Delaware as to the good standing as of the most recent practicable date of the Company in such jurisdiction; (iii) the certificate of incorporation of the Company certified as of the most recent practicable date by the Secretary of State of Delaware; (iv) a certificate of the Secretary of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to the certificate of incorporation and the bylaws of the Company and as to the resolutions of the Company’s Board of Directors authorizing the Transaction Documents and the transactions contemplated hereby; (v) the Updated Allocation Schedule; (vi) the resignations referenced in Section 7.7; (vii) the Transaction Costs Certificate; (viii) the Allocation Certificate; (ix) the Indebtedness Certificate; (x) the Working Capital Certificate; (xi) the Voting and Support Agreements duly executed by at least 90% of Stockholders; (xii) employment agreement, in form and substance satisfactory to Buyer, executed by Xxxxx Xxxxxx; (xiii) the CompanyOption Cancellation Agreements executed by each Company Option Holder; (xiv) all necessary forms and certificates complying with applicable Law, duly executed and in form and substance reasonably acceptable to Buyer, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code; and (xv) the additional deliverables referenced in Section 9.2. (b) Buyer shall deliver (or cause the Surviving Corporation to deliver) the following items: (i) duly executed counterparts to the Transaction Documents to which it is a party; (ii) the Company’s wire instructions, on Company letterhead certificate of incorporation of Buyer and executed Merger Sub I certified as of the most recent practicable date by the Company’s Chief Executive Officer or Chief Financial OfficerSecretary of State of Delaware; (iii) subject certificates of the Secretary of State of Delaware as to the provision of Section 2.1 that settlement good standing as of the Shares shall occur via DVP, a copy most recent practicable date of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of Buyer and Merger Sub I in such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaserjurisdiction; (iv) for certificates of the Secretary of each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Buyer and Merger Sub I, a Pre-Funded Warrant registered given by him on behalf of Buyer or Merger Sub I, as the case may be, and not in the name of such Purchaser to purchase up to a number of shares of Common Stock equal his individual capacity, certifying as to the portion certificate of such Purchaser’s Subscription Amount applicable incorporation and the bylaws of Buyer or Merger Sub I, as the case may be, and as to Pre-Funded Warrants divided by the sum resolutions of the Per Pre-Funded Warrant Purchase PriceBoard of Directors of Buyer and the Board of Directors and stockholder of each of Merger Sub I, subject to adjustment thereinauthorizing the Transaction Documents and the transactions contemplated hereby; (v) to the Preliminary Prospectus and applicable creditors identified on the Prospectus (which may be delivered in accordance with Rule 172 under Transaction Costs Certificate, on behalf of the Securities Act)Stockholders, the Company or its Subsidiaries, payment of all Transaction Costs; (vi) a Common Warrant registered the Merger Consideration required to be delivered at Closing in accordance with the name terms of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinthis Agreement; (vii) evidence of payment to the duly executed Lock-Up AgreementsEscrow Agent of the Indemnification Escrow Amount and the Adjustment Escrow Amount in accordance with Section 2.4(c)(iv); (viii) evidence of payment of the Reserve Amount to an account designated by the Stockholders’ Representative; (ix) to the Company’s or its Subsidiaries’ applicable creditors, on behalf of the Company or its Subsidiaries, payment of all Indebtedness identified on the Indebtedness Certificate; and (viiix) a legal opinion certificate of Company Counsel, in form reasonably acceptable Buyer and Merger Sub I to the Placement Agent and the Purchaserseffect set forth in Section 9.3(c). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the CompanyPurchaser and the Placement Agent; (iii) the Company shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided Registration Rights Agreement duly executed by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinCompany; (v) the Preliminary Prospectus Escrow Agreement duly executed by the Company and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Escrow Agent; (vi) a Common Warrant registered certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, in form and substance reasonably acceptable to the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinand Placement Agent; (vii) a certificate executed by the duly executed Lock-Up AgreementsSecretary of the Company, dated as of the Closing Date, in form and substance reasonably acceptable to the Purchaser and Placement Agent; (viii) at the Purchaser’s election, (a) a stock certificate in the name of the Purchaser representing the Shares or (b) a certified copy of the Company’s book entry ledger containing entries showing the Purchaser is recorded as the owner of the Shares; and (viiiix) a legal opinion evidence of Company Counsel, in form reasonably acceptable to the Placement Agent filing with the State of Delaware of the Series C Certificate of Designation and the PurchasersSeries D Certificate of Designation. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect Purchase Price by wire transfer to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with account specified in the Company or its designeesEscrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of (x) Company Counsel with respect to U.S. laws and securities matters (including without limitation, a negative assurance letter or statement); and (y) BVI Counsel with respect to British Virgin Islands laws, each addressed to the Company’s wire instructionsPlacement Agent and each of the Purchasers, on Company letterhead and executed by each in a form satisfactory to Loeb, the Company’s Chief Executive Officer or Chief Financial Officer;Placement Agent and each of the Purchasers. (iii) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Centurion ZD CPA & Co; (iv) the Lock-Up Agreements; (v) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to Loeb and the Placement Agent; (vi) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, (xii) a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceUS$1.50, subject to adjustment therein;; and (vviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. At the Closing, subject to the terms and conditions contained herein: (a) On The Company and the Stockholders shall deliver the following items: (i) Duly executed counterparts to each of the Transaction Documents to which the Company, the Stockholders or the Stockholders’ Representative is party; (ii) A certificate of the Secretary of State of Delaware as to the good standing as of the most recent practicable date of the Company in such jurisdiction; (iii) The certificate of incorporation of the Company certified as of the most recent practicable date by the Secretary of State of Delaware; (iv) A certificate of the Secretary of the Company, given by him on behalf of the Company and not in his individual capacity, certifying as to the certificate of incorporation and the bylaws of the Company and as to the resolutions of the Company’s Board of Directors authorizing the Transaction Documents and the transactions contemplated hereby; (v) The Updated Schedule; (vi) Certificates representing all outstanding Company Shares, or, if any such Certificate shall have been lost, stolen or destroyed, an affidavit of loss reasonably satisfactory to Buyer in respect thereof; (vii) The resignations referenced in Section 7.11; (viii) A certificate of the Chief Financial Officer of the Company (the “Transaction Costs Certificate”) certifying, on behalf of the Company and not in his individual capacity, as to the total amount of all Transaction Costs incurred on or prior to the Effective Time (which Transaction Costs Certificate shall include certifications (i) that there are no additional Transaction Costs incurred prior to the Effective Time other than those reflected therein, (ii) that each Person to whom the Company could be obligated to pay any Transaction Costs was notified at least three (3) days prior to the Closing Date that all invoices for Transaction Costs must be delivered to the Company prior to the Closing Date, (iii) as to the amount of Taxes for which the Company (or its Subsidiaries) will become liable upon payment of any Transaction Costs to employees of the Company (or its Subsidiaries), and (iv) as to each Person to whom Transaction Costs are owed at the Effective Time and the amount so owed, along with wire transfer or other instructions for payment of the Transaction Costs; (ix) A certificate of the Chief Financial Officer of the Company (the “Material Indebtedness Certificate”) certifying, on behalf of the Company and not in his individual capacity, as to the total amount of the Material Indebtedness (which Material Indebtedness Certificate shall include certifications (i) that there is no Material Indebtedness other than the Material Indebtedness reflected therein and (ii) as to each lender to whom Material Indebtedness is owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Material Indebtedness outstanding at the Effective Time; (x) The Releases duly executed by each Stockholder and each Non-Compete Party, as applicable; and (xi) The additional deliverables referenced in Section 9.2. (b) Buyer shall deliver (or cause the Surviving Corporation to be delivered to each Purchaser deliver) the followingfollowing items: (i) this Agreement duly Duly executed by counterparts to the CompanyTransaction Documents to which it is a party; (ii) A certificate of the Company’s wire instructionsSecretary or Assistant Secretary of Buyer, given by him on Company letterhead behalf of Buyer and executed by not in his individual capacity, certifying as to the Company’s Chief Executive Officer or Chief Financial Officercertificate of incorporation and the bylaws of Buyer; (iii) subject to the provision The certificate of Section 2.1 that settlement incorporation of Merger Sub certified as of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided most recent practicable date by the Per Share Purchase Price, registered in the name Secretary of such PurchaserState of Delaware; (iv) for each Purchaser A certificate of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name Secretary of such Purchaser to purchase up to a number State of shares of Common Stock equal Delaware as to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum good standing as of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinmost recent practicable date of Merger Sub in such jurisdiction; (v) A certificate of the Preliminary Prospectus Secretary of Merger Sub, given by him on behalf of Merger Sub and not in his individual capacity, certifying as to the certificate of incorporation and the Prospectus (which may be delivered in accordance with Rule 172 under bylaws of Merger Sub and as to the Securities Act)resolutions of the Board of Directors and stockholder of Merger Sub authorizing the Transaction Documents and the transactions contemplated hereby; (vi) a Common Warrant registered A certificate of the Secretary of Buyer, given by him on behalf of Buyer and not in his individual capacity, certifying as to the name certificate of such Purchaser incorporation and the bylaws of Buyer and as to purchase up to a number the resolutions of shares the Board of Common Stock equal to [ ]% Directors of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinBuyer authorizing the Transaction Documents and the transactions contemplated thereby; (vii) To the duly executed Lock-Up Agreementsapplicable creditors identified on the Transaction Costs Certificate, on behalf of the Stockholders, the Company or its Subsidiaries, payment of all Transaction Costs; (viii) To the Company’s or its Subsidiaries’ applicable creditors, on behalf of the Company or its Subsidiaries, payment of all Material Indebtedness identified on the Material Indebtedness Certificate; (ix) To the Escrow Agent, the Escrow Funds and certificates representing the Escrow Shares, in accordance with Section 2.7; (x) To the Stockholders, the Merger Consideration in accordance with Section 2.4; (xi) To the holders of Vested Common Options, the Vested Common Option Payment in accordance with Section 2.6(a); and (viiixii) a legal opinion A certificate of Company Counsel, in form reasonably acceptable Buyer and Merger Subs to the Placement Agent and the Purchaserseffect set forth in Section 9.3(c). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following. These deliverables shall be reasonably acceptable to each Purchaser: (i) this Agreement duly executed by the Company; (ii) legal opinions addressed to the Company’s wire instructionsPlacement Agent of (w) Company Counsel with respect to U.S. laws and securities matters (including, on without limitation, a negative assurance letter or statement), in a form reasonably satisfactory to HTFL and the Placement Agent; and (x) Company letterhead Cayman Counsel with respect to the laws of the Cayman Islands, in a form reasonably satisfactory to HTFL and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent; (iii) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Audit Alliance LLP and Xxxxxx Xxxxxxxxx & Pinchuk LLP; (iv) the Lock-Up Agreements; (v) a duly executed and delivered Officer’s Certificate, in customary form reasonably satisfactory to HTFL and the Placement Agent; (vi) [Reserved] (vii) the duly executed and delivered certificate of its Chief Financial Officer with respect to certain financial information dated as of the Closing Date, and in form and substance satisfactory to HTFL and the Placement Agent; (viii) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares (“DWAC”) units consisting of Common Stock one (1)Share and one (1) Warrant to purchase up to a number of Ordinary Shares equal to the portion 100% of such Purchaser’s Shares, with an exercise price equal to US$[ ], subject to adjustment therein equal to such Purchaser’s Subscription Amount divided by the Per Share Unit Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Note with a Principal Amount equal to the portion of amount set forth opposite such Purchaser’s Subscription Amount divided by name in column (2) on the Per Share Purchase PriceSchedule of Purchasers attached hereto, registered in the name of the Purchaser; (iii) a Warrant to purchase such number of Warrant Shares as is set forth across from such Purchaser’s name in column (4) of the Schedule of Purchasers being purchased by such Purchaser at the Closing pursuant to this Agreement; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1the Security Agreement, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided duly executed by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinCompany; (v) the Preliminary Prospectus and Intellectual Property Security Agreement, duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded WarrantsTransfer Agent Instruction Letter, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinduly executed by the Company and the Transfer Agent; (vii) the duly executed Lock-Up Agreements; andopinion of Xxxx Xxxxxxxx, on behalf of the Company; (viii) a legal opinion certificate evidencing the formation and good standing of the Company Counselin the State of Nevada issued by the Secretary of State (or comparable office) of the State of Nevada as of a date no later than ten (10) days prior to the Closing Date; (ix) a certificate evidencing the Company’s qualification as a foreign corporation and in good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which the Company conducts business and is required to so qualify, as of a date no later than ten (10) days prior to the Closing Date; provided, however, that the Company shall deliver a certificate evidencing qualification as a foreign corporation in California, after the Closing, as provided in Section 4.19 hereafter; (x) a certified copy of the Company’s certificate of incorporation, as certified by the Secretary of State of Nevada no later than two (2) days prior to the Closing Date; (xi) a certificate executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the Placement Agent Purchasers, approving (A) the entering into and performance of this Agreement and the Purchasersother Transaction Documents and the issuance, offering and sale of the Securities and (B) the performance of the Company of its obligations under the Transaction Documents contemplated therein, (ii) the Company’s certificate of incorporation and (iii) the Company’s bylaws, each as in effect at the Closing; and (xii) such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Purchasers or their counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement Agreement, duly executed by such PxxxxxxxxPurchaser; (ii) each Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; (iii) the Security Agreement, duly executed by such Purchaser; and (iiiv) such Purchaser’s Subscription Amount with respect to the Securities purchased Intellectual Property Security Agreement, duly executed by such Purchaser, which shall be made available L1 as the agent for DVP settlement with all of the Company or its designeesPurchasers.

Deliveries. (a) On or prior to At the Closing DateClosing, the Company shall deliver or cause to be delivered to each Purchaser Mt. Exxxxx the following: (i) this Agreement duly executed evidence satisfactory to Mt. Exxxxx in its reasonable discretion of the issuance of the Shares credited to book-entry accounts maintained by the CompanyTransfer Agent, free and clear of all Liens, registered in such name(s) as Mt. Exxxxx shall have designated; (ii) the Company’s Cash Exchange Consideration via wire instructions, on Company letterhead and executed transfer of immediately available funds to an account specified by the Company’s Chief Executive Officer or Chief Financial OfficerMt. Exxxxx; (iii) subject evidence of the completed review by NASDAQ of the Listing of Additional Shares Notification Form related to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;Shares; and (iv) for each Purchaser a certificate of Pre-Funded Warrants pursuant to Section 2.1the Secretary of the Company certifying as complete and accurate as of the Closing and having attached thereto (A) the Company’s Restated Articles of Incorporation as in effect on the Effective Date (the “Restated Articles of Incorporation”), a Pre-Funded Warrant registered (B) the Company’s bylaws as in effect on the name Effective Date (the “Bylaws”), (C) resolutions approved by the Board of such Purchaser to purchase up to a number Directors authorizing the transactions contemplated by this Agreement and the other Transaction Documents and duly authorizing the issuance of shares of Common Stock equal the Shares, and (D) good standing certificates with respect to the portion of such Purchaser’s Subscription Amount Company from the applicable authority(ies) in Wyoming and any other jurisdiction in which the Company is qualified to Pre-Funded Warrants divided by the sum do business, dated as of the Per Pre-Funded Warrant Purchase PriceEffective Date or a recent date before the Effective Date, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable certifying to the Placement Agent incumbency and signatures of the PurchasersCompany’s officers executing the Transaction Documents. (b) On or prior to At the Closing DateClosing, each Purchaser Mt. Exxxxx shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement an affidavit of lost stock certificate for the Preferred Stock, duly executed by such PxxxxxxxxMt. Exxxxx; (ii) a stock power and assignment, duly executed by Mt. Exxxxx, with respect to the transfer by Mt. Exxxxx to the Company of the Preferred Stock; and (iiiii) a certificate of the Secretary of Mt. Exxxxx certifying all requisite resolutions or actions of Mt. Exxxxx’ board of directors approving the execution and delivery of this Agreement and the transactions contemplated hereby (and attaching such Purchaser’s Subscription Amount with respect resolutions to such certificate), and certifying to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with incumbency and signatures of the Company or its designeesofficers of Mt. Exxxxx executing this Agreement and any other document relating to the transactions contemplated hereby and thereby.

Deliveries. (a) On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and Registration Rights Agreement duly executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered Notes in the name aggregate principal amount of such Purchaser$1,500,000; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number an aggregate of 22,091,311 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinStock; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock any required consents or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinwaivers; (vii) an officer’s certificate and secretary’s certificate in form and substance reasonably acceptable to the duly executed Lock-Up AgreementsPurchasers; (viii) an opinion from Company’s legal counsel in form and substance reasonably satisfactory to the Purchasers; and (viiiix) a legal opinion fully executed copy of the Agreement of Merger and Plan of Reorganization by and among Blue Calypso Holdings, Inc., a privately-held corporation incorporated under the laws of State of Texas, the Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers.Company’s wholly-owned subsidiary Blue Calypso Acquisition Corp. (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser. (c) On or prior to the Second Closing Date, which the Purchasers on the Second Closing Date shall be made available for DVP settlement with deliver to the Company the Second Closing Purchase Price and the Company shall deliver to such Purchasers the Notes in the aggregate principal amount of $200,000 and Warrants to purchase an aggregate of 2,945,509 shares of Common Stock or its designeesif the Second Closing Date occurs subsequent to the Reincorporation Approval Date, certificates evidencing Two Hundred Thousand (200,000) shares of Series A Convertible Preferred Stock (the “Second Closing Shares”) and Warrants to purchase an aggregate of 2,945,509 shares of Common Stock.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of (x) Company U.S. Counsel, substantially with respect to U.S. laws and securities matters; and (y) Company Cayman Counsel with respect to Cayman Islands laws, each in a form and substance reasonably satisfactory to the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject a duly executed certificate of an officer of the Company and each Subsidiary appending thereto (A) copies of duly executed resolutions or consents, of the directors, members or manager, as applicable, approving and consenting to such party’s execution, performance of its obligations under the Transaction Documents and the transaction contemplated thereby, (B) a certificate of good standing or equivalent document dated no more than five days prior to the provision date hereof, in respect of Section 2.1 that settlement such party, (C) true and correct copies of the Shares shall occur via DVPorganizational documents of such party, a copy and (D) incumbency signatures of such party; (iv) the issuance of such Purchaser’s ADSs to the account of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on Purchaser via Delivery Order in an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock amount equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (ivv) written verification from the Depositary of the deposit of a sufficient number of Ordinary Shares to be represented by 5,000,000 ADSs, which ADSs are to be held and irrevocably reserved, ratably to the Purchaser based on the Subscription Amounts, solely for each Purchaser the issuance of Pre-Funded Warrants the Warrant ADS issuable pursuant to Section 2.1, a Pre-Funded the Transaction Documents; (vi) the duly executed Warrant Agency Agreement; (vii) an ADS Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum 100% of the Per Pre-Funded Warrant Purchase PriceADSs issued to such Purchaser on the Closing Date, with an exercise price equal to $0.77 per ADS, subject to adjustment therein; (vviii) an ADS Reset Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to the difference between (A) the Preliminary quotient obtained by dividing such Purchaser’s Subscription Amount by $0.20 and (B) the number of ADSs issued to such Purchaser at the Closing; (ix) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (x) the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act);; and (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (viixi) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement through the Placement Agent with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Placement Agent and each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) subject to the last sentence of Section 2.1, the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) the following opinions and negative assurance letters, dated as of the Closing Date with respect to matters as the Placement Agent may require, each in form and substance satisfactory to the Placement Agent and PricewaterhouseCoopers Australia, the Company and each Subsidiary shall have provided to such counsel such documents as they request for the purpose of enabling them to pass upon such matters: (A) an opinion and negative assurance letter from K&L Gates LLP, with offices at Seattle (United States), United States counsel to the Company; (B) an opinion and negative assurance letter from K&L Gates LLP, with offices at Melbourne (Australia), Australian counsel to the Company; (C) an opinion from Reddie & Xxxxx LLP, Australian and U.S. intellectual property counsel to the Company; (D) a certificate and negative assurance letter from the CEO of the Company relating to Regulatory matters and disclosures; (E) an opinion from Xxxxx, Xxxxxx & Xxxxxx LLP, counsel to the Depositary; (iv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares DWAC the amount of Common Stock equal to the portion of such Public Securities set forth on each Purchaser’s Subscription Amount divided by the Per Share Purchase Pricesignature page, registered in the name of such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion 75% of such Purchaser’s Subscription Amount applicable Offered Securities, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price$2.50, subject to adjustment therein;; and (vvi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)) that shall have been filed with the Commission in accordance with the Rules and Regulations. No stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement or of any respective part thereof shall have been issued and no Proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Placement Agent, shall have been contemplated by the Commission; (v) letters, dated as of the Closing Date, of PricewaterhouseCoopers Australia in form and substance satisfactory to the Placement Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to placement agents with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus; (vi) a Common Warrant registered certificate, dated as of the Closing Date, of the Chief Executive Officer of the Company in which such officer shall state that (i) the representations and warranties of the Company in this Agreement are true and correct; (ii) the Company has complied with all obligations, covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; (iii) subsequent to the date of the most recent financial statements in the name General Disclosure Package, there has been no Material Adverse Effect, nor any development or event involved a prospective Material Adverse Effect, in the condition (financial or otherwise), results of such Purchaser to purchase up to a number operations, business, properties or prospectus of shares the Company and each Subsidiary as set forth in the General Disclosure Package; and (iv) no order suspending the use of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock the Registration Statement, General Disclosure Package or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein;Prospectus in any applicable jurisdiction has been issued and no Proceedings for that purpose have been instituted or are pending. (vii) a certificate, dated the Closing Date and signed by the principal financial officer of the Company, which may be the Chief Executive Officer, with respect to certain operating data contained in the Registration Statement, the General Disclosure Package and the Prospectus and negative assurance on certain line items in the Company’s results of operations in form and substance satisfactory to the Placement Agent; (viii) confirmation that the ADSs have been accepted for listing on The Nasdaq Stock Market and the Shares have been accepted for listing on the ASX; and (ix) duly executed and delivered Lock-Up Agreements; and (viii) a legal opinion of . The Company Counsel, in form reasonably acceptable to will furnish the Placement Agent with such conformed copies of such opinions, certificates, letters and documents as the PurchasersPlacement Agent reasonably requests. The Placement Agent may in its sole discretion waive compliance with any conditions to the obligations of the Placement Agent hereunder. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyPlacement Agent, the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) to Escrow Agent, such Purchaser’s Subscription Amount with respect for the ADSs by wire transfer to the Securities purchased account specified in the Escrow Agreement, or by certified check; and (iii) to the Company, such Purchaser, which shall be made available ’s Subscription Amount for DVP settlement with the Company or its designeesWarrants by wire transfer to the account specified in the Company’s wire instructions delivered pursuant to Section 2.2(a)(ii) above.

Deliveries. (a) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) as to the First Closing, a legal opinion of Company Counsel, in form and substance acceptable to the Purchasers (such opinion may be delivered within five Trading Days of the Closing Date); (iii) as to the First Closing, a legal opinion of Company Cayman Counsel, in form and substance acceptable to the Purchasers (such opinion may be delivered within five Trading Days of the Closing Date); (iv) as to the First Closing, (i) a duly executed certificate of an officer of the Company appending thereto (A) copies of duly executed resolutions or consents, of the Board of Directors approving and consenting to such party’s execution and performance of its obligations under the Transaction Documents and the transaction contemplated thereby, (B) a certificate of good standing or equivalent document dated no more than five (5) days prior to the date hereof, in respect of such party, (C) true and correct copies of the amended and restated memorandum and articles of association of the Company, (D) incumbency signatures of such party; (v) a Debenture with a principal amount equal to such Purchaser’s applicable Subscription Amount, registered in the name of such Purchaser (such Debenture may be delivered within three Trading Days of the Closing Date although it will be deemed issued as of the applicable Closing Date); (vi) a Warrant entitling such Purchaser to purchase an amount of ADSs equal to the applicable Warrant Share Amount, registered in the name of such Purchaser (such Warrant may be delivered within three Trading Days of the Closing Date although it will be deemed issued as of the applicable Closing Date); (vii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiviii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock cash payment equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]5% of such Purchaser’s shares applicable Subscription Amount, which may be netted out of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal such Purchaser’s wire transfer to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up AgreementsCompany at the Closing in lieu thereof; and (viiiix) a legal opinion of Company Counsel, in form reasonably acceptable as to the Placement Agent and First Closing, the PurchasersLock-Up Agreements (such agreements may be delivered within five Trading Days of the Closing Date). (b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) as to the First Closing, this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s applicable Subscription Amount with respect by wire transfer to the Securities purchased account specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company Enterprises shall deliver or cause to be delivered to each Purchaser have received the following: (ia) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer A stock certificate or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement stock certificates representing all of the Exchange Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Priceissued, registered in the name of such Purchaser; Enterprises (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Actor Enterprises' designees); (vib) a Common Warrant registered in Copies of the name charter and bylaws of such Purchaser to purchase up to a number Shoney's and of shares TPAC and of Common Stock equal to [ ]% resolutions adopted by the boards of such Purchaser’s shares directors and shareholders of Common Stock or Pre-Funded Warrantseach of Shoney's and TPAC authorizing and approving the execution and performance of this Agreement and the agreements contemplated by this Agreement, all as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereincertified by appropriate officers of Shoney's and TPAC as of the Closing Date; (viic) A certificate as to the duly executed Lock-Up Agreementsincumbency of each person executing this Agreement and the other agreements contemplated by this Agreement on behalf of either Shoney's or TPAC; (d) A Certificate of Existence with respect to Shoney's dated not more than seven (7) days prior to the Closing Date issued by the Tennessee Secretary of State; (e) A Certificate of Existence with respect to TPAC dated not more than seven (7) days prior to the Closing Date issued by the Tennessee Secretary of State; (f) A certificate signed on behalf of Shoney's by the Chief Executive Officer of Shoney's and the Chief Financial Officer of Shoney's certifying satisfaction of the conditions set forth in Section 9.3.1; (g) A certificate from an officer of Shoney's dated the Closing Date as to certain factual matters regarding Shoney's (the form and substance of such certificate to be mutually agreeable with Enterprises Counsel and Shoney's Counsel) that will support, in part, the opinion referred to in Section 9.3.5(b); and (viiih) a legal opinion An assignment from TPIR of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: : (i) this all rights to prosecute the Xxxxxx Claims, which rights shall include the right to receive (x) payments from Xxxxxx or it affiliates as a result of the settlement of the Xxxxxx Claims or a judgment, (y) payments under the performance bond dated on or about November 15, 1995, with Xxxxxx as principal and the Aetna Casualty and Surety Company ("Aetna") as surety, and (z) payments under the labor and material payment bond dated on or about November 15, 1995, with Xxxxxx as principal and Aetna as surety, which bonds were provided in connection with the Maintenance Agreement duly executed by such Pxxxxxxxx; and and (ii) such Purchaser’s Subscription Amount with respect the right to the Securities purchased any insurance recovery under any insurance policy maintained by such PurchaserXxxxxx or its affiliates, Enterprises or TPIR which shall be made available for DVP settlement covers liabilities arising in connection with the Company or its designeesXxxxxx Claims.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit C attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion one-third of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableShares, with an exercise price equal to $[ ] per share2.00, subject to adjustment thereintherein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) written evidence of the consent of Fifth Third Bank, an Ohio banking corporation, under that certain Loan and Security Agreement dated as of July 27, 2011, as amended from time to time, as to the approval of the transactions contemplated by the Transaction Documents; (vi) a secretary’s certificate, in a form reasonably satisfactory to the Purchasers, certifying the Articles of Incorporation and Bylaws of the Company, and the resolutions duly adopted by the Board of Directors of the Company approving the Transaction Documents and the transactions contemplated thereby; and (vii) the Registration Rights Agreement duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to by the Placement Agent and the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect Amount, in the event of a cash Subscription Amount, by wire transfer to the Securities purchased account specified in writing by the Company, and in the event of a Subscription Amount in the form of cancellation of indebtedness, evidence of such debt cancellation reasonably satisfactory to the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of (x) Company Counsel with respect to U.S. laws and securities matters (including without limitation, a negative assurance letter or statement); and (y) BVI Counsel with respect to British Virgin Islands laws, each addressed to the Company’s wire instructionsPlacement Agent and each of the Purchasers, on Company letterhead and executed by each in a form satisfactory to Loeb, the Company’s Chief Executive Officer or Chief Financial Officer;Placement Agent and each of the Purchasers. (iii) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Centurion ZD CPA & Co; (iv) the Lock-Up Agreements; (v) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to Loeb and the Placement Agent; (vi) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, (xii) a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceUS$3.60, subject to adjustment therein;; and (vviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following. Other than with respect to item 2.2 (a)(v) below, these deliverables shall be reasonably acceptable to each Purchaser: (i) this Agreement duly executed by the Company; (ii) legal opinions of (w) Company Counsel with respect to U.S. laws and securities matters (including, without limitation, a negative assurance letter or statement); and (x) City-Yuwa Partners with respect to Japanese laws, in each case addressed to the Company’s wire instructionsPlacement Agent and the Purchasers, on Company letterhead in a form reasonably satisfactory to Loeb, the Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory, from Xxxxxx Asia CPAs LLP; (iv) a duly executed and delivered officers’ certificate, in a customary form reasonably satisfactory to Xxxx and the Placement Agent; (v) subject to the provision second sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver deliver, on an expedited basis basis, via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”), Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvi) for each Purchaser of Prethe executed Lock-Funded Warrants pursuant to Section 2.1, Up Agreements; (vii) a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceUS$0.67, subject to adjustment therein;; and (vviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP Delivery Versus Payment settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerProspectus Supplement; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions executed treasury direction to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePurchased Shares, registered in the name of the Purchaser or such other registration information as directed by the Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1a certificate, a Pre-Funded Warrant registered in dated the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided Closing Date, signed by the sum an executive officer of the Per Pre-Funded Warrant Purchase PriceCompany (in his or her capacity as an officer and without personal liability), subject to adjustment thereincertifying the matters in Sections 2.3(b)(i) and 2.3(b)(ii) below; (v) a certificate of the Preliminary Prospectus secretary of the Company dated as of the Closing Date certifying that (1) attached thereto is a true and complete copy of each of the Company’s constating documents and all resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and that all such documents and resolutions are in full force and effect and (2) the incumbency of each officer signing this Agreement and the Prospectus (which may certificates and the documents to be delivered in accordance with Rule 172 under the Securities Act)hereunder; (vi) a Common Warrant registered in the name Company’s wire instructions, on Company letterhead and signed by the Chief Executive Officer or Chief Financial Officer of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinthe Company; (vii) a certificate of good standing of the duly executed Lock-Up Agreements; andCompany, dated within one (1) Business Day of the Closing Date, in form and substance reasonably satisfactory to the Purchaser; (viii) a legal customary opinion of Company Counselthe Company’s outside legal counsel, dated the Closing Date, relating to the Purchased Shares, in form and substance reasonably acceptable satisfactory to the Placement Agent and Purchaser; and (ix) the PurchasersPurchased Shares (subject to receipt of the Subscription Amount). (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxxthe Purchaser; and (ii) such Purchaser’s the Subscription Amount Amount, with respect to the Securities Purchased Shares purchased by such the Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the each Closing DateDate (or as otherwise indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) at the Closing of the first Tranche, this Agreement duly executed by the Company; (ii) at the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement Closing of the Shares shall occur via DVPfirst Tranche, a copy of the irrevocable instructions to the Transfer Agent instructing Instruction Letter with respect to (a) the Transfer Agent Conversion Shares and Warrant Shares issuable in respect to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal the Notes and Warrants to be issued at Custodian system such Closing and (b) the shares of Common Stock equal underlying the Existing Notes and the Existing Warrants, duly executed by the Company and the Transfer Agent, and at each subsequent Closing, evidence satisfactory to the portion of such Purchaser’s Subscription Amount divided by Purchasers that the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock reserved for issuance under the Transfer Agent Instruction Letter has been sufficiently increased to give effect to the Notes and Warrants to be issued by the Company at such Closing; (iii) at the Closing of the first Tranche, the Amendment to Registration Rights Agreement and the Amendment to Security Agreement, each duly executed by the Company and the Subsidiaries of the Company, as applicable; (iv) at each Closing, an executed Note in the principal amount equal to the portion principal amount of Notes to be purchased by such Purchaser at such Closing as set forth on the signature page hereto executed by such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common at each Closing, an executed Warrant registered in the name of such Purchaser to purchase up to a the number of shares of Common Stock equal to [ ]% of be purchased by such Purchaser at such Closing as set forth on the signature page hereto executed by such Purchaser’s shares ; (vi) at the Closing of Common Stock or Pre-Funded Warrantsthe first Tranche, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein;the Disclosure Schedules of the Company; and (vii) at each Closing, an officers’ certificate executed by the duly executed Lock-Up Agreements; and (viii) Chief Executive Officer and the Chief Financial Officer of the Company certifying that the representations and warranties of the Company set forth herein are true and correct as of such Closing Date and that the Company has complied with all obligations, covenants and agreements of the Company set forth herein on or prior to such Closing Date, or a legal opinion bring down letter of Company Counsel, such officers relating to the same in a form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) at the Closing of the first Tranche, this Agreement duly executed by such Pxxxxxxxx; and; (ii) at the Closing of the first Tranche, the Amendment to Registration Rights Agreement and the Amendment to Security Agreement, each duly executed by such Purchaser and the Greenle Partners LLC, as collateral agent; (iii) such Purchaser’s Subscription Amount with respect to for such Closing as set forth on the Securities purchased signature page hereto executed by such Purchaser, by wire transfer to the account specified in writing by the Company; and (iv) if such Purchaser is not currently a party to this Agreement, a joinder agreement to this Agreement duly executed by such Purchaser pursuant to which such Purchaser shall be made available for DVP settlement with the Company or its designeesbecome a party to this Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision a certificate evidencing a number of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Preferred Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceStated Value, registered in the name of such Purchaser; (ii) the Registration Rights Agreement duly executed by the Company; (iii) a legal opinion of Company Counsel, in the form of Exhibit D attached hereto; (iv) for a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such entity’s state or other jurisdiction of incorporation or organization issued by the Secretary of State (or other applicable authority) of such state or jurisdiction of incorporation or organization as of a date within ten (10) days of the Closing Date; (v) a secretary’s certificate, dated as of the Closing Date, certifying as to (A) the Resolutions, (B) the Articles of Incorporation of the Corporation, certified as of a date within ten (10) days of the Closing Date, and (C) the Bylaws, each as in effect as of the Closing Date, (D) the organizational documents of each subsidiary, certified as of a date within ten (10) days of the Closing Date by the applicable governmental authority of the applicable jurisdiction, and (E) the by laws, limited partnership agreement or limited liability company agreement of each Subsidiary, as the case may be; such other documents relating to the transactions contemplated by this Agreement as such Purchaser of Pre-Funded Warrants pursuant to Section 2.1, or its counsel may reasonably request; and (vi) a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable$0.85, with an a per share exercise price equal to $[ ] per share, subject to adjustment therein;1.35. (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable such other documents relating to the Placement Agent and the Purchaserstransactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company (or Company Counsel acting on behalf of the Company, ) the following: (i) this Agreement duly executed such Purchaser’s Subscription Amount by such Pxxxxxxxxwire transfer to the account as specified in writing by the Company; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, including on matters of United States law and Xxxxxxxx Islands law, in a form satisfactory to the Placement Agent and each Purchaser; (iii) a cold comfort letter, addressed to the Placement Agent, from Ernst & Young (Hellas) Certified Auditors-Accountants S.A. in a form and substance reasonably satisfactory in all respects to the Placement Agent; (iv) executed Lock-up Agreements; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiivi) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Share Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, Reserved; (viii) a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares, rounded down to Prethe nearest whole Share, with an exercise price equal to $0.35 per Common Share, subject, in each case, to adjustment therein (provided that ink-Funded Warrants divided by original copies of such Warrant certificates may be delivered to the sum Placement Agent within five Business Days of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein;Closing Date); and (vix) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit D attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable Irrevocable Transfer Agent Instructions, in the form acceptable to such Purchaser, which instructions shall have been delivered to the Transfer Agent instructing Agent; (iv) voting agreement from Jxxxxx Xxxxxx agreeing to vote in favor of Shareholder Approval, the Transfer Agent form of which shall be reasonably acceptable to deliver the Purchasers; (v) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date; (vi) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vii) a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State within ten (10) days of the Closing Date; (viii) a certificate, in the form acceptable to such Purchaser, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company’s board of directors in a form reasonably acceptable to such Purchaser, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing; (ix) a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (x) a letter on an expedited basis via The Depository Trust the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Purchaser and the wire transfer instructions of the Company Deposit or Withdrawal at Custodian system (the “Flow of Funds Letter”); (xi) a certificate evidencing a number of shares of Common Preferred Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceStated Value, registered in the name of such Purchaser;Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; and (ivxii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]85% of such Purchaser’s shares Conversion Shares issuable upon conversion of Common the Preferred Stock or Pre-Funded Warrants, as applicablepurchased by such Purchaser hereunder (assuming a conversion in full of the Preferred Stock on the Closing Date without regards to any limitations on conversion set forth in the Certificate of Designations), with an exercise price equal to $[ ] per share2.005, subject to adjustment therein; therein (vii) such Warrant certificate may be delivered within three Trading Days of the duly executed Lock-Up AgreementsClosing Date); and (viiixiii) a legal opinion in the event that any holders of Company Counselthe Series C Convertible Preferred Stock are not Purchasers hereunder, lock-up agreements from such holders on substantially similar terms as set forth in form Section 4.21, reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) on the date hereof, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, including without limitation, a negative assurance letter, in each case in the form and substance reasonably satisfactory to the Placement Agent and each of the Purchasers; (iii) on the date hereof, a comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Wolf & Company, P.C. (as applicable); (iv) on the Closing Date, a comfort letter from Wolf & Company, P.C., addressed to the Placement Agent dated as of such Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 2.2(a)(iii) except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to such Closing Date; (v) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiivi) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”), Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.0001 subject to adjustment therein; (vviii) on the Preliminary Prospectus and date hereof, the duly executed Lock-Up Agreements; and (ix) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) on the date hereof, this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in the Company’s wire instructions, on Company letterhead and executed form agreed to by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers and such counsel; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act);. (v) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with this transaction as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Purchaser, (ii) the Certificate of Incorporation and (iii) the Amended and Restated Bylaws of the Company, each as in effect at the Closing. (vi) a Common Warrant registered in certificate, executed by the name Chief Executive Officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such Purchaser specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock be performed, satisfied or Pre-Funded Warrants, as applicable, complied with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) by the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable at or prior to the Placement Agent and the PurchasersClosing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect by wire transfer of immediately available funds to the Securities purchased account specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the before each Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in substantially the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit D attached hereto; (iii) subject as to the provision of Section 2.1 that settlement of the Shares shall occur via DVPFirst Closing, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Note with a principal amount equal to the portion of such Purchaser’s Subscription Amount divided by for the Per Share Purchase PriceFirst Closing as set forth on its signature page hereto, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant as to Section 2.1the Second Closing, a Pre-Funded Note with a principal amount equal to such Purchaser’s Subscription Amount for the Second Closing as set forth on its signature page hereto, registered in the name of such Purchaser; (v) as to the First Closing, a Warrant registered in the name of such Purchaser to purchase up to a number such Purchaser’s pro-rata share of 75,000 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableStock, with an exercise price equal to $[ ] per share_____1, subject to adjustment therein, it being understood that Warrants to purchase a total of 75,000 shares shall be issued at the First Closing; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, (w) certifying the resolutions adopted unanimously by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (x) certifying the current versions of the certificate or articles of incorporation, as amended and by-laws of the Company and its Subsidiaries, (y) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company and its Subsidiaries and (z) confirming that the representations and warranties of the Company contained herein are accurate in all material respects when made and on the applicable Closing Date; (vii) as to the First Closing, a certificate, evidencing a number of Shares equal to such Purchaser’s pro-rata portion of 2,000,000 shares of Common Stock (based on such Purchaser’s Subscription Amount hereunder and the aggregate Subscription Amount of all Purchasers hereunder), registered in the name of such Purchaser, it being understood that all 2,000,000 shares shall be issued at the First Closing; (viii) as to the Second Closing, the Mortgage, along with all of the other Security Documents, duly executed Lock-Up Agreementsby the parties thereto and acknowledged where applicable; and (viiiix) a legal opinion of Company Counsel, in form reasonably acceptable as to the Placement Agent First Closing, the Subsidiary Guarantees, duly executed by the parties thereto and the Purchasersacknowledged where applicable. (b) On or prior to the each Closing DateDate (except as noted), each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) as to the First Closing, this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect for the applicable Closing by wire transfer to the Securities purchased account as specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, Elixir Group shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by Elixir Group; and (ii) one or more warrant certificates evidencing the Warrants purchased by each Purchaser hereunder, along a Warrant Assignment duly executed by Elixir Group. (b) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed one or more stock certificates evidencing that number of Warrant Shares purchased by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Priceeach Purchaser hereunder, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) for each Purchaser an opinion of Pre-Funded Warrants pursuant to Section 2.1Xxxxxxxxx Traurig, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum LLP, dated as of the Per Pre-Funded Warrant Purchase PriceClosing Date, subject to adjustment therein;in substantially the form attached hereto as Exhibit D; and (v) a certificate, in substantially the Preliminary Prospectus form attached hereto as Exhibit E, executed by the Secretary of the Company and dated as of the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded WarrantsClosing Date, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (viii) the duly executed Lock-Up Agreements; and resolutions consistent with Section 3.2(c) as adopted by the Company’s Board of Directors, and (viiiii) a legal opinion the Articles of Company CounselIncorporation and Bylaws of the Company, each as amended to date and in form reasonably acceptable to effect at the Placement Agent and the PurchasersClosing. (bc) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) To Elixir Group and the Company, this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) To Elixir Group, such Purchaser’s Warrant Subscription Amount by wire transfer or certified check to the escrow account as set forth in the Escrow Agreement, (which wire instructions are set forth in Section 8 of the Escrow Agreement); (iii) to the Company, such Purchaser’s Warrant Exercise Amount by wire transfer or certified check to the escrow account as set forth in the Escrow Agreement (which wire instructions are set forth in Section 8 of the Escrow Agreement); and (iiiv) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers and the Placement Agents; (iii) the Company shall have provided the Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to uncertificated book entries representing the portion of Shares purchased by the Purchaser hereunder and set forth on such Purchaser’s Subscription Amount divided by signature page (and bearing the Per Share Purchase Pricerestrictive securities legend pursuant to Section 5.9), registered in the name of such Purchaser; (ivv) for each if the last sentence of Section 2.1 is applicable to Purchaser, the Company shall cause its Transfer Agent to provide Purchaser with evidence of Pre-Funded Warrants pursuant the issuance of the Shares to Section 2.1the Purchaser (or its nominee in accordance with the Purchaser’s delivery instructions) in form reasonably acceptable to the Purchaser, a Pre-Funded Warrant and cause such Shares to be registered in book entry form in the name of such the Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered or its nominee in accordance with Rule 172 under the Securities Act)Purchaser’s delivery instructions) on and as of the Closing Date; (vi) a Common Warrant registered certificate of the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded WarrantsPurchasers, as applicablecertifying that the conditions specified in Sections 2.3(b)(i), with an exercise price equal to $[ ] per share2.3(b)(ii), subject to adjustment therein2.3(b)(iv), 2.3(b)(v) and 2.3(b)(vii) have been fulfilled; (vii) a certificate of the duly executed Lock-Up AgreementsSecretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, certifying (i) the certificate of incorporation and bylaws of the Company, (ii) authorization of the Board of Directors of the Company approving this Agreement and the transactions contemplated hereunder and (iii) as to a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State of the State of Delaware, dated within the five (5) Business Days prior to the Closing Date; and (viii) each of the Company’s executive officers and directors (in their capacities in such positions) shall enter into a legal opinion lock-up agreement in the form of Company CounselExhibit A attached hereto (each, in form reasonably acceptable to a “Lock-Up Agreement,” and collectively, the Placement Agent and the Purchasers“Lock-Up Agreements”). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) subject to the last sentence of Section 2.1, if applicable to the Purchaser, such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesAmount.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Israeli Counsel, in form acceptable to the Placement Agent and Purchasers; (iii) a legal opinion of Company US Counsel, in form acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiv) subject to the provision fifth sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.001, subject to adjustment therein (such original Pre-Funded Warrant may be delivered within two Trading Days after the Closing Date); (vii) an Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 75% of such Purchaser’s Shares and Pre-funded Warrants, as applicable, with an exercise price equal to $0.65, subject to adjustment therein;; and (vviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (1) At the Closing, Purchaser shall receive all of the following, in form and substance reasonably satisfactory to Purchaser (it being agreed by Purchaser that the documents attached hereto as exhibits are satisfactory in form to Purchaser): (a) On an assignment and assumption of the Project Agreements in the form of Exhibit P attached hereto (the "Assignment of Project Agreements"), executed by the Seller; (b) a special warranty deed for the Improvements in the form customarily used in the jurisdiction where the Project is located, executed by the Seller; (c) a xxxx of sale and assignment for the Personal Property in substantially the form of Exhibit H, executed by Seller; (d) an assignment of the Service and Supply Contracts, in the form of Exhibit I attached hereto (the "Assignment of Service and Supply Contracts"), executed by Seller, assigning to Purchaser the Service and Supply Contracts (subject to Section 7(C)(1)(n) below); (e) an assignment and assumption of the Tenant Leases, in the form of Exhibit J hereto (the "Assignment of Tenant Leases"), executed by Seller, assigning the Tenant Leases to Purchaser; (f) an assignment and assumption of the Equipment Leases, in the form of Exhibit K hereto (the "Assignment of Equipment Leases"), executed by Seller, assigning to Purchaser the Equipment Leases (subject to Section 7(C)(1)(n) below); (g) a certificate from Seller that each of the representations and warranties contained in Section 3 hereof is true and correct as set forth herein as of the Closing Date. Such certificate shall contain an updated list of the Tenant Leases, Service and Supply Contracts and Equipment Leases, which Seller shall certify to be true and correct as of Closing. (h) to the extent Seller, using commercially reasonable efforts, is able to obtain them, written acknowledgments (the "Estoppel Certificates") from the parties (other than the Seller) obligated on the Tenant Leases (said estoppels from tenants to be in substantially the form of Exhibit L hereto), dated as of a date not more than thirty (30) days prior to Closing; (i) to the extent transferable or assignable by Seller, all licenses, permits, approvals, zoning exceptions and approvals, consents and orders of governmental, municipal or regulatory authorities in Seller's possession or control and relating to the ownership, operation and use of the Project; (j) notices to each of the tenants under the Tenant Leases, notifying them of the sale of the Project and directing them to pay all future rent as Purchaser may direct (the "Tenant Notices"), and notices to the other parties under the Service and Supply Contracts and Equipment Leases notifying them of the sale of the Project to Purchaser; (k) a closing statement setting forth all prorations and credits required hereunder (the "Closing Statement"), executed by Seller; (l) a copy of the management agreement attached hereto as Exhibit Q (the "New Management Agreement") executed by White Lodging Services Corporation; (m) terminations of the Existing Management Agreement and Existing Franchise Agreement for the Project; (n) terminations, effective no later than Closing, of those Service and Supply Contracts and Equipment Leases which Purchaser has requested be terminated and which are terminable by their terms prior to the Closing Dateprovided Purchaser pays any fees or penalties resulting from such terminations, the Company shall deliver together with an indemnity from Seller for any claims or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Companyliabilities arising under such terminated Service and Supply Contracts and Equipment Leases; (iio) an affidavit from Seller that it is not a "foreign person" or subject to withholding requirements under the Company’s wire instructionsForeign Investment in Real Property Tax Act of 1980, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officeras amended; (iiip) subject to a vendor's affidavit from Seller for the provision of Section 2.1 that settlement benefit of the Shares shall occur via DVPTitle Company, in a copy form sufficient to permit the deletion of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided those so-called "standard exceptions" that may be deleted by the Per Share Purchase Price, registered in delivery of a vendor's affidavit; (q) any documents reasonably required of Seller by the Title Company that may be provided by Seller without more than nominal cost or expense to Seller; (r) evidence satisfactory to Purchaser that Seller has the right to assign to Purchaser the right to use the name of such Purchaserthe Project (subject in all respects to the rights of Marriott, its successors or assigns, under the Existing Franchise Agreement); (ivs) for each Purchaser the original of Pre-Funded Warrants pursuant all Project Agreements to Section 2.1, a Pre-Funded Warrant registered the extent they are in the name possession of such Purchaser Seller or its agents; (t) all keys and combinations to purchase up to a number of shares of Common Stock equal locks located at the Project; (u) all soil reports, engineering studies, maintenance records, consultant reports, plans and specifications and books and records relating to the portion Project which are in the possession of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinSeller or its managing agent; (v) the Preliminary Prospectus a complete set of all guest registration cards, guest transcripts, guests' histories and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)all other guest information; (viw) a Common Warrant registered complete list of all advance room reservations and functions in the name of such reasonable detail so as to enable Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinhonor them; (viix) evidence that Seller has complied with all bulk sales laws; (y) evidence reasonably satisfactory to Purchaser that all sales, occupancy, use or other taxes due and payable prior to Closing in connection with the duly executed Lock-Up Agreementsoperation of the Project have been paid; and (viiiz) a legal written opinion of Company Counselcounsel for Seller, addressed to Purchaser, dated as of the Closing Date, to the effect that Seller is duly organized and validly existing, and that this Agreement, and all other agreements, instruments, certificates and documents herein specifically provided to be executed by Seller have been duly authorized, executed and delivered by Seller to the extent they purport to be an agreement of Seller. (2) Seller shall have received from Purchaser all of the following, in form and substance reasonably acceptable satisfactory to Seller (it being agreed by Seller that the documents attached hereto as exhibits are satisfactory in form to the Placement Agent Seller): (a) payment of the Purchase Price, plus or minus prorations and the Purchasers.credits; (b) On or prior a certificate from Purchaser that each of the representations and warranties contained in Section 4 is true and correct as of the Closing Date; (c) a written opinion of counsel for Purchaser, addressed to Seller, dated as of the Closing Date, each to the effect that Purchaser shall deliver or cause is duly organized and validly existing and in good standing, and that this Agreement, and all other agreements, instruments, certificates and documents herein specifically provided to be executed by Purchaser have been duly authorized, executed and delivered by Purchaser to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxxextent they purport to be an agreement of Purchaser; and (iid) such copies of the Assignment of Service and Supply Contracts, the Assignment of Tenant Leases, the Assignment of Equipment Leases, the Assignment of Project Agreements, the Tenant Notices, the New Management Agreement, the New Franchise Agreement, and the Closing Statement, executed by Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly the legal opinion of Company Counsel, dated as of the Closing Date and in substantially the form of Exhibit D attached hereto, executed by Company Counsel and addressed to the CompanyPurchasers; (ii) one or more stock certificates evidencing the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision number of Section Shares set forth in Column 2 of Schedule 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of beside such Purchaser’s Subscription Amount divided by the Per Share Purchase Pricename, registered in the name of such Purchaser; (iviii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a such number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceShares, subject to adjustment thereinas provided in the Warrant, set forth beside such Purchaser’s name in Column 3 of Schedule 2.1 hereto; (iv) the Registration Rights Agreement, duly executed by the Company; (v) the Preliminary Prospectus and Voting Agreement, duly executed by each of the Prospectus parties thereto (which may be delivered in accordance with Rule 172 under other than the Securities ActPurchasers); (vi) a Common Warrant registered in good standing certificate for the name Company, issued by a duly authorized person within the office of such Purchaser to purchase up to a number the Secretary of shares State (or comparable office) of Common Stock equal to [ ]% the state of such Purchaser’s shares of Common Stock or Pre-Funded Warrantsincorporation, as applicable, with an exercise price equal of a date within five days prior to $[ ] per share, subject to adjustment thereinthe Closing Date; (vii) a certificate, substantially in the duly form attached hereto as Exhibit E, executed Lock-Up Agreementsby the Secretary of the Company and dated as of the Closing Date, certifying as to (A) the resolutions of the Company’s Board of Directors authorizing and approving the transactions contemplated by the Transaction Documents, including the issuance of the Shares and Warrants, (B) the certificate of incorporation of the Company, as in effect as of the Closing Date, (C) the Bylaws, as in effect as of the Closing Date and (D) as to signatures and authority of the persons signing the Transaction Documents and related documents on behalf of the Company; and (viii) a legal opinion certificate, substantially in the form attached hereto as Exhibit F, executed by a duly authorized officer of Company Counselthe Company, dated as of the Closing Date, certifying that the conditions precedent set forth in form reasonably acceptable to Section 2.3(b)(i), Section 2.3(b)(ii) and Section 2.3(b)(iv) are satisfied as of the Placement Agent and the PurchasersClosing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed such Purchaser’s Subscription Amount by such Pxxxxxxxxwire transfer of immediately available funds in accordance with the Wire Transfer Instructions; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement, duly executed by such Purchaser; and (iii) the Voting Agreement, which shall be made available for DVP settlement with duly executed by such Purchaser; and (iv) a certificate, substantially in the Company or its designeesform attached hereto as Exhibit G, executed by a duly authorized officer of the Purchaser, dated as of the Closing Date, certifying that the conditions precedent set forth in Section 2.3(a)(i) and Section 2.3(a)(ii) are satisfied as of the Closing Date.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following. Other than with respect to item 2.2 (a)(v) below, these deliverables shall be reasonably acceptable to each Purchaser: (i) this Agreement duly executed by the Company; (ii) legal opinions of (w) Company Counsel with respect to U.S. laws and securities matters (including, without limitation, a negative assurance letter or statement); and (x) Xxxxxx and Xxxxxx (Hong Kong) LLP with respect to Cayman Islands laws, in each case addressed to the Company’s wire instructionsPlacement Agent and each of the Purchasers, on Company letterhead in a form satisfactory to Loeb, the Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) cold comfort letters, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Audit Alliance LLP; (iv) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to Loeb and the Placement Agent; (v) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvi) for each Purchaser of Preexecuted Lock-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein;Up Agreements; and (vvii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the any such Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, dated as of the Company’s wire instructionsInitial Closing and Final Closing, substantially in the form of Exhibit B attached hereto, and a letter from Company Counsel indicating that the Purchasers may rely on Company letterhead and executed by its legal Opinion delivered at the Company’s Chief Executive Officer or Chief Financial OfficerInitial Closing at each other Closing; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum $[___] [200% of the Per Pre-Funded Warrant Purchase Priceoffering price], subject to adjustment therein; (v) a letter, on Company letterhead and executed by the Preliminary Prospectus Chief Executive Officer or Chief Financial Officer, confirming (i) the Company’s acceptance of the Purchaser’s subscription in whole or in part and (ii) the Prospectus (which may be delivered in accordance Company’s instructions to the Escrow Agent with Rule 172 under respect to the Securities Act)Subscription Amount; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein;Registration Rights Agreement duly executed by the Company; and (vii) the Lock-up Agreement, dated as of the Initial Closing Date duly executed Lock-Up Agreements; and (viii) a legal opinion by the members of Company Counsel, in form reasonably acceptable to the Placement Agent Board of Directors and senior management of the PurchasersCompany. (b) On or prior to the any such Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased Escrow Account; and (iii) the Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit D attached hereto; (iii) subject to the provision a certificate evidencing a number of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Preferred Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceStated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase initial Conversion Price, with an exercise price equal to $0.06, subject to adjustment therein; (v) the Preliminary Prospectus Company shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Chief Executive Officer or Chief Financial Officer; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or PreLock-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinUp Agreements; (vii) the Escrow Agreement, duly executed Lock-Up Agreementsby the Company, the Escrow Agent and the Placement Agent; (viii) the Voting Agreements (other than of the Purchasers); (ix) the Registration Rights Agreement duly executed by the Company; and (viiix) a legal opinion certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of Company CounselState (or comparable office) of each jurisdiction, if any, in form reasonably acceptable which the Company conducts business and is required to so qualify, as of a date within ten days of the Placement Agent and the PurchasersClosing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in the Escrow Agreement, unless other arrangements are made with the Placement Agent for delivery of the Subscription Amount; (iii) the Voting Agreement; and (iv) the Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior At Closing, CMCI shall deliver the following documents to SUPERIOR: (1) the certificates representing the Consideration Shares; (2) the written resignation of all CMCI officers and directors from all of their positions as CMCI directors and/or officers, officers resignations to be effective upon Closing, and directors to be effective ten days after mailing of Notice pursuant to Section 14f of the Securities Exchange Act of 1934. (3) the corporate books of CMCI, including its minutes, Stockholders List, Articles of Incorporation, Bylaws and corporate minutes approving the terms and conditions of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby; (4) certificates issued by the Secretary of State of Nevada, as of a recent date, as to the good standing of CMCI in its jurisdiction of incorporation. (5) certificates issued by the Secretary of State of Nevada, as of a recent date, as to the good standing of Purchaser in its jurisdiction of incorporation. (6) a certificate, dated the Closing Date, of an officer of CMCI setting forth that authorizing resolutions were adopted by CMCI and Purchaser's Boards of Directors, approving the Company shall deliver or cause to be delivered to each Purchaser the following: (i) terms and conditions of this Agreement duly executed by and the Companyother documents contemplated hereby and the transactions contemplated hereby and thereby; (ii7) the Company’s wire instructionsconsents of any third party including, on Company letterhead and executed by but not limited to, parties to any of the Company’s Chief Executive Officer Material Agreements whose consent is required under the terms of any such Material Agreement or Chief Financial Officerotherwise; (iii) subject 8) the certificates referred to the provision of in Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act6.3(d); (vi9) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, other documents and instruments as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form SUPERIOR may reasonably acceptable to the Placement Agent and the Purchasersrequest. (b) On or prior At Closing, SUPERIOR shall deliver the following documents to CMCI: (1) the Stock Powers and Share Certificates of Superior to be delivered to CMCI; (2) a Certificate of Good Standing from the Secretary of State of the State of Delaware, dated in December 2006; (3) a certificate, dated the Closing Date, each Purchaser shall deliver or cause to be delivered to of President of SUPERIOR setting forth that authorizing resolutions were adopted by SUPERIOR's shareholders, approving the Company, terms and conditions of this Agreement and the following:other documents contemplated hereby and the transactions contemplated hereby and thereby; (i4) this Agreement duly executed by such Pxxxxxxxxthe certificates referred to in Section 6.4(d); and (ii5) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesother documents and instruments as CMCI may reasonably request.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit B attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer Agent transfer agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing the nearest whole number of Common Stock Shares (rounded down) equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a the nearest whole number of shares of Common Stock (rounded down) equal to 25% of the Shares to be purchased by such Purchaser, with an exercise price equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by Closing Price on the sum of the Per Pre-Funded Warrant Purchase PriceClosing Date, subject to adjustment therein; (v) the Preliminary Prospectus and Registration Rights Agreement duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company; (vi) a Common Warrant registered certificate signed by the chief executive officer and chief financial officer of the Company, dated as of the Closing Date, to the effect that, to the knowledge of the Company and such officers, the conditions set forth in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein;Section 2.3(b) have been satisfied; and (vii) a certificate signed by the duly executed Lock-Up Agreements; and Secretary of the Company, dated as of the Closing Date, as to: (viiii) a legal opinion copy, certified by the Secretary of the Company, of the resolutions of the Board of Directors of the Company Counselevidencing approval of the Transaction Documents and consummation of the transactions contemplated therein and other matters contemplated hereby; (ii) a copy, certified by the Secretary of the Company, of the bylaws of the Company; and (iii) a copy, certified by the Secretary of the Company and certified by the Secretary of State of Minnesota, of the Restated Articles of Incorporation, as amended, of the Company as in form reasonably acceptable to effect on the Placement Agent and the PurchasersClosing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect to by wire transfer to: Chase Manhattan Bank ABA # 021 000 021 0 Xxxxx Xxxxxxxxx Xxxxx XX XX 00000 FAO NFS (National Financial Services) AC# 000-000-000 FC: C.E.U.T Private Banking Escrow Account #2 Acct# KRT-980110 ; and (iii) the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Company’s wire instructionsPlacement Agent and the Purchasers in a form reasonably acceptable to Company Counsel, on Company letterhead the Placement Agent and the Purchasers; (iii) certificates executed by the Company’s Chief Financial Officer, Chief Executive Officer or Chief Financial Officerand Secretary, directed to the Placement Agent and the Purchasers in form and substance reasonably acceptable to the Placement Agent and the Purchasers; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Unit Purchase Price, registered in the name of such Purchaser; (ivv) a Purchase Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $[___], subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicablePrice minus $0.0001, with an exercise price equal to $[ ] per share0.0001, subject to adjustment therein; (vii) the duly Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed Lock-Up Agreementsby the Chief Executive Officer or Chief Financial Officer; and (viii) a legal opinion fully executed Lock-Up Agreements from each director and officer of Company Counsel, in form reasonably acceptable to the Placement Agent and the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of Company US Counsel and Company Danish Counsel, respectively, addressed to the Company’s wire instructionsPlacement Agent and the Purchasers, on Company letterhead each in the form reasonably acceptable to the Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit DRS book-entry transfer or Withdrawal at Custodian system shares of Common Stock DWAC, as elected by the Purchaser on the signature page hereto, ADSs equal to the portion of such Purchaser’s Subscription Amount (minus the portion of such Subscription Amount applicable to Prefunded Warrants) divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a Pre-Funded Prefunded Warrant certificate registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded the Prefunded Warrants divided by the sum of the Per Pre-Funded Warrant ADS Purchase PricePrice minus $[·], with an exercise price equal to 10 DKK, or $[·], subject to adjustment therein; (v) subject to Section 2.1, the Company shall have provided each Purchaser with the Company Danish Counsel’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) on the date hereof, the Lock-Up Agreements; (vii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to an officer’s certificate executed by the Placement Agent Company’s Chief Executive Officer or Chief Financial Officer certifying that all Purchasers under this Agreement have executed and the Purchasersdelivered this Agreement. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Prefunded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be (i) funded to the Company no later than close of business on [·]1, 2024 and held in escrow by the Company prior to Closing, or (ii) made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee, and, at such Purchaser’s election, such Purchaser’s Prefunded Warrant Aggregate Exercise Price Amount, which shall be included in such Purchaser’s Subscription Amount to be made available for “Delivery Versus Payment” settlement with the Company or shall be separately delivered to the Company Danish Counsel pursuant to the Company Danish Counsel’s wire instructions as provided pursuant to Section 2.2(a)(v) herein.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of third sentence in Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (viv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] 0.35 per share, subject to adjustment therein; (viivi) the duly executed Lock-Up Agreements; and; (vii) a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the date of the Closing Date, in form and substance reasonably acceptable to the Purchasers and Placement Agent; (viii) a certificate executed by the Secretary of the Company, dated as of the date of Closing, in form and substance reasonably acceptable to the Purchasers and Placement Agent; (ix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers; and (x) A supplemental listing application (“SLAP”) in connection with the issuance and sale of the Securities has been submitted by the Company to the New York Stock Exchange (the “NYSE”) and the NYSE has provided written approval of such SLAP. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Companya legal opinion of Company Counsel, in form acceptable to Purchaser’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officercounsel; (iii) subject to the provision of Section 2.1 that settlement Note in the form attached hereto as Exhibit A (such originally executed Note may be delivered within three Trading Days of the Shares shall occur via DVPClosing Date, a but an electronic signed copy of the irrevocable instructions which shall be delivered prior to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaserclosing); (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of 1,416,667 shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableStock, with an exercise price equal to $[ ] 4.00 per share, subject to adjustment thereintherein (such originally executed Warrant may be delivered within three Trading Days of the Closing Date, but an electronic signed copy of which shall be delivered prior to or at closing); (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Security Agreement, duly executed by the Company; (vii) the duly executed Lock-Up Agreements; andall PIPE Participants Consents; (viii) a legal opinion Good Standing Certificate of Company Counseldomestic and principal place of business jurisdictions; (ix) a Final, in form reasonably acceptable and substance, copy of Company’s 10-K for year ended December 31, 2016, with a copy of Auditor opinion and consent; (x) the Intercreditor Agreement signed by PMC; (xi) a certificate of an officer of the Company certifying that the conditions set forth in Section 2.3(b) have been satisfied; and (xii) a certificate of the Secretary of the Company certifying as to the Placement Agent resolutions of the board of directors of the Company authorizing this Agreement and the Purchaserstransactions contemplated thereby. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyEscrow Agent, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) Purchaser’s Subscription Amount (less any expenses or other items set forth in an agreed upon funds flow memo) by wire transfer to the Company’s bank account specified by Company; (iv) the Intercreditor Agreement signed by Purchaser; and (iiv) such the Security Agreement, duly executed by the Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior before October 15, 2012, Seller also agrees that it will furnish or make available on-site to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Buyer true copies of the following: (i) this Agreement duly executed by Copies of all plans and specifications relating to the CompanyProperty to the extent currently in Seller’s or Seller’s property manager’s possession or control; (ii) Copies of 2010, 2011, and 2012 year-to-date books and records (excluding, however, internal memoranda, financial projections, appraisals and projected budgets) customarily prepared by or at Seller’s request with respect to the Company’s wire instructionsProperty, on Company letterhead including, without limitation, to the extent so prepared, all ledgers, records of income, expense, capital expenditures, deposit receipts, utility bills and executed by property tax bills for such calendar years or portions thereof, to the Company’s Chief Executive Officer extent currently in Seller’s, or Chief Financial Officerits property manager’s, possession or control; (iii) subject Copies of all Assigned Existing Agreements and other management, service, maintenance and other contracts, if any, currently in force with respect to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions Property to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit extent currently in Seller’s or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Priceits property manager’s, registered in the name of such Purchaserpossession or control; (iv) for each Purchaser Copies of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered all Existing Leases currently in the name of such Purchaser to purchase up to a number of shares of Common Stock equal force with respect to the portion Property, delinquency reports, rent rolls, and tenant lease files including, without limitation, all notices to or from tenants, copies of such Purchaser’s Subscription Amount applicable all letters of credit, insurance certificates, and financial reports, if any, to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Priceextent currently in Seller’s, subject to adjustment thereinor its property manager’s, possession or control; (v) Copies of all operating permits, licenses and certificates of occupancy issued with respect to the Preliminary Prospectus and Property to the Prospectus (which may be delivered extent currently in accordance with Rule 172 under the Securities Act)Seller’s or its property manager’s, possession or control; (vi) a Common Warrant registered in Copies of insurance certificates or other customary evidence of all existing insurance coverage with respect to the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinProperty; (vii) Copies of all notices to or from any governmental entity or insurance company to the duly executed Lockextent currently in Seller’s, or its property manager’s, possession or control; (viii) Copies of environmental reports (“Seller’s Reports”) to the extent currently in Seller’s, or its property manager’s, possession or control; provided that Buyer first executes and delivers a non-Up Agreementsreliance letter to Seller in form acceptable to Seller; (ix) Copies of the Ground Lease; (x) Copies of the Existing Loan Documents; and (viiixi) a legal opinion Copies of Company Counsel, in form all Materials and any other documentation reasonably acceptable requested by Buyer to the Placement Agent and the Purchasers. (b) On or prior to the Closing Dateextent currently in Seller’s, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesproperty manager’s, possession or control and not expressly excluded above.

Deliveries. (a) On or prior to the Closing Date, subject to the conditions precedent in Article VIII, the Company shall deliver or cause to be delivered to each Purchaser Investor the following: (i) this Agreement, the Escrow Agreement, and the Registration Rights Agreement duly executed by the Company; (ii) the Company shall have provided the Escrow Agent with the Company’s wire instructions, on Company letterhead and executed by the Company’s its Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing a number of Common Stock Shares equal to the portion of such PurchaserInvestor’s Subscription Investment Amount divided by the Per Share Purchase Price, registered in the name of such Investor, or, at the election of such Investor, evidence of the issuance of such Purchaser; (iv) for each Purchaser of Pre’s Shares hereunder as held in DRS book-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant entry form by the Transfer Agent and registered in the name of such Purchaser Investor, which evidence shall be reasonably satisfactory to purchase up such Investor; (iv) written consents from the entities listed on Schedule 6.8 (“Schedule 6.8 Consents”), confirming their approval for the Company to a number of shares of Common Stock equal to enter into this Agreement and consummate the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereintransactions contemplated herein; (v) the Preliminary Prospectus Company’s board of directors’ approval of entering this Agreement and consummating the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)transactions contemplated herein; (vi) a Common Warrant registered in the name of such Purchaser to purchase properly executed lock-up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment thereinagreements by each individual and entity listed on Schedule II; (vii) the duly executed Lock-Up Agreements; and (viii) an officer’s certificate in a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Investors’ counsel; (viii) the filing of a Listing of Additional Shares Notification Form with The Nasdaq Stock Market LLC with respect to each issuance of securities pursuant to this Agreement; and (ix) such other opinions, certificates, statements, including, without limitation, a closing statement, and agreements as the PurchasersInvestors’ counsel may reasonably require. (b) On or prior to the Closing Date, subject to the conditions precedent in Article IX, each Purchaser Investor shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement, the Escrow Agreement, and the Registration Rights Agreement duly executed by such PxxxxxxxxInvestor; and and (ii) such PurchaserInvestor’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesInvestment Amount.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in customary form and substance for a transaction of this nature reasonably satisfactory to the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit basis, a certificate or Withdrawal at Custodian system shares DRS advice evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; provided, however, that, if such Purchaser has executed a Qualified Institutional Buyer Letter or a Regulation S Certificate, such Shares shall be delivered to such Purchaser’s designee through CDS unless otherwise directed by the Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion 75% of such Purchaser’s Subscription Amount applicable Shares, with an exercise price per share equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceCA$1.99, subject to adjustment as provided therein; (v) on the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrantsdate hereof, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viiivi) a legal opinion of the Company Counselshall have provided each Purchaser with the Company’s wire instructions, in form reasonably acceptable to on Company letterhead and executed by the Placement Agent and the PurchasersChief Executive Officer or Chief Financial Officer. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) if such Purchaser is purchasing the Securities as an Institutional Accredited Investor (and not as a Qualified Institutional Buyer or Offshore Purchaser), a duly completed and executed copy of a U.S. Accredited Investor Confirmation Certificate (including the questionnaire and certifications included therein) in the form attached hereto as Exhibit B (a “U.S. Accredited Investor Confirmation Certificate”); (iii) if such Purchaser is purchasing the Securities as a Qualified Institutional Buyer, a duly completed and executed copy of a Qualified Institutional Buyer Letter (including the questionnaire and certifications included therein) in the form attached hereto as Exhibit C (a “Qualified Institutional Buyer Letter”); (iv) if such Purchaser is purchasing the Securities as an Offshore Purchaser, a duly completed and executed copy of an Offshore Purchaser Certificate (including the questionnaire and certifications included therein) in the form attached hereto as Exhibit D (a “Regulation S Certificate”); and (iiv) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) on the date hereof, this Agreement duly executed by the Company and a certificate executed by the Chief Financial Officer of the Company, in a form reasonably acceptable to the Placement Agent and Purchasers; (ii) legal opinions of Company Counsel, Chinese counsel and the Company’s wire instructions, on Company letterhead Cayman Islands counsel in a form reasonably acceptable to the Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit basis, a certificate (or Withdrawal at Custodian system shares the request of Common Stock the Purchaser, book entry statement) evidencing a number of Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Shares divided by the Per Share Unit Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to [ ]% of the number stated on such Purchaser’s shares of Common Stock or Pre-Funded Warrantssignature page hereto, as applicable, each with an exercise price equal to $[ ] per share0.70, subject to adjustment as provided therein; (vi) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) the duly executed Lock-Up Agreements; and; (viii) a legal opinion of Company Counselcold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (ix) a duly executed and delivered Officers’ Certificate, in customary form reasonably acceptable satisfactory to the Placement Agent and its counsel; and (x) the PurchasersRegistration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. SECTION 5.01. Deliveries of the Stockholders. (a) On or prior Concurrently herewith each Stockholder is delivering to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) Parent this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the PurchasersStockholder. (b) On or prior Closing date, each Stockholder shall deliver to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the followingParent: (i) this Agreement duly executed by such Pxxxxxxxxcertificates representing its Company Stock; and (ii) duly executed stock powers for transfer by the Stockholder of its Company Stock to the Parent. SECTION 5.02. Deliveries of the Parent. (a) Concurrently herewith, the Parent is delivering: (i) to each Stockholder and to the Company, a copy of this Agreement executed by Parent; (ii) to the Company, a certificate from the Parent, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Parent Charter, Parent Bylaws and resolutions of the Board of Directors of the Parent approving the Agreement and the Transactions, are all true, complete and correct and remain in full force and effect; (b) At or prior to the Closing, the Parent shall deliver: (i) to the Company, a letter of resignation of Timothy Halter from all offices he holds with the Parent xxxective upon the Closing and from his position as a director of the Parent that will become effective upon the 10th day following the mailing by the Parent to its stockholders the 14f-1 Notice; (ii) to the Company, evidence of the election of Ni Guoxiang as a director and as the Chief Executive Officer and President of the Parent effective upon the Closing; (iii) to the Company, such Purchaser’s Subscription Amount pay-off letters and releases relating to liabilities as the Company shall request and such pay-off letters and releases shall be in form and substance satisfactory to the Company; and (iv) to the Company the results of UCC, judgment lien and tax lien searches with respect to the Securities purchased Parent, the results of which indicate no liens on the assets of the Parent. (c) On Closing date, the Parent shall deliver: (i) to each Stockholder, certificates representing the new shares of Parent Common Stock issued to such Stockholder as set forth on Exhibit A; and (ii) to the Company, consent letters of the accounting firms of Parent confirming each such firm's respective consent to the use by the Parent of reports prepared by such Purchaser, which shall be made available for DVP settlement firm regarding the financial statements of the Parent in all future registration statements filed with the Company or its designeesSEC.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) on the date hereof, this Agreement duly executed by the Company and a certificate executed by the Chief Financial Officer of the Company, in a form reasonably acceptable to the Placement Agent and the Purchasers; (ii) a legal opinion of Company Counsel, Chinese counsel and the Company’s wire instructionsCayman Islands counsel directed to the Placement Agent and the Purchasers, on Company letterhead in a form reasonably acceptable to the Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) the Preliminary Lock-Up Agreements; (vi) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (vii) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (viii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (ix) the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in writing by such Purchaserthe Company for delivery to the account of the Company, which or, if directed by the Placement Agent, the Subscription Amount shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) one or more stock certificates, substantially in the Company’s wire instructionsform of Exhibit C attached hereto, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of representing the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of being purchased by such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, and registered in the name of such Purchaser, as set forth on each Purchaser’s signature page; (iviii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a such number of shares of Common Stock equal to the portion of such as is set forth on each Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum signature page; (iv) a legal opinion of Gxxx X. Xxxxxxxx, general counsel of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein;Company. (v) a secretary’s certificate, dated as of the Preliminary Prospectus Closing Date, certifying as to (A) the incorporation and good standing of the Prospectus Company in the State of Delaware based upon a certificate issued by the Secretary of State of the State of Delaware as of a date within thirty (which may be delivered 30) days of the Closing Date, (B) the Resolutions (as defined in accordance with Rule 172 under Section 2.3(b)(iv) below), (C) the Securities Act)Fourth Amended and Restated Certificate of Incorporation of the Company, as amended, certified as of a date within ten (10) days of the Closing Date, including a Certificate of Designations, substantially in the form of Exhibit B attached hereto, and (D) the bylaws of the Company, each as in effect as of the Closing Date; (vi) a Common Warrant registered in such other documents relating to the name of transactions contemplated by the Transaction Documents as such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form its counsel may reasonably acceptable to the Placement Agent and the Purchasersrequest. (b) On or prior to the Closing Date, each Purchaser (or, in the case of (iii), the parties thereto) shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account as specified in writing by the Company; (iii) such Purchaser, which shall be made available for DVP settlement with other documents relating to the transactions contemplated by the Transaction Documents as the Company or its designeescounsel may reasonably request.

Deliveries. (a) On the date hereof, the Company shall deliver or prior cause to be delivered the following: (i) To the Purchasers, this Agreement duly executed by the Company; and (ii) To Placement Agent and the Escrow Agent, the Escrow Agreement duly executed by the Company. (b) On the date hereof, each Purchaser shall deliver the following: (i) To the Company, this Agreement duly executed by such Purchaser; (ii) To the Company, the Accredited Investor Questionnaire attached hereto as Exhibit A, completed and executed by such Purchaser; and (iii) To the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account as specified in the Escrow Agreement. (c) On the date hereof, the Escrow Agent shall deliver the Escrow Agreement duly executed by the Escrow Agent to the Company and the Placement Agent. (d) On the date hereof, Placement Agent shall deliver the Escrow Agreement duly executed by Placement Agent to the Company and the Escrow Agent. (e) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by a legal opinion of the CompanyCompany Counsel, in the form of Exhibit B-1 attached hereto; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal Warrant Shares set forth next to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided name on Schedule 2.1; (iii) the Registration Rights Agreement duly executed by the sum Company; (iv) a certificate of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein;Company’s executive officers confirming the satisfaction of the conditions contained in Sections 2.3(b)(i) and (vi); and (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable other reasonable documents requested by counsel to the Placement Agent and the PurchasersAgent. (bf) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: Registration Rights Agreement and Selling Security Holder Questionnaire (ias defined in the Registration Rights Agreement) this Agreement duly executed by such Pxxxxxxxx; andPurchaser. (iig) such On the Closing Date, the Escrow Agent shall deliver to the Company, each Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased by such Purchaseraccount specified in the Escrow Agreement, which shall be made available for DVP settlement with minus certain deductions as set forth in the Company or its designeesEscrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agents the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus, the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (viv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ [Intentionally omitted]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein;. (viivi) the duly executed Lock-Up Agreements; (vii) a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the date of the Closing Date, in form and substance reasonably acceptable to the Purchasers and Placement Agents; (viii) a certificate executed by the Secretary of the Company, dated as of the date of Closing, in form and substance reasonable acceptable to the Purchasers and Placement Agents; and (viiiix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Agents and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities Shares purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior The Corporation shall deliver to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingAgents: (i) this Agreement duly executed prior to the time of filing thereof with the Securities Commissions, a copy of the Preliminary Prospectus and the Final Prospectus manually signed on behalf of the Corporation, by the Companypersons and in the form signed and certified as required by Canadian Securities Laws; (ii) prior to the Company’s wire instructionstime of filing or delivery thereof with or to the Securities Commissions, on Company letterhead and executed a copy of any other document required to be filed with or delivered to the Securities Commissions by the Company’s Chief Executive Officer Corporation under Canadian Securities Laws in connection with the Offering, including any document to be filed with or Chief Financial Officerdelivered to the Securities Commissions concurrently with the Preliminary Prospectus or the Final Prospectus (other than documents already filed publicly with a Securities Commission); (iii) subject concurrently with the filing of the Final Prospectus, a “long-form” comfort letter of the auditor to the provision of Section 2.1 that settlement Corporation, dated the date of the Shares shall occur via DVP, a copy Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the irrevocable instructions date of such letter), in form and substance satisfactory to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal Agents, acting reasonably, addressed to the portion Agents and the directors of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceCorporation, registered with respect to certain financial and accounting information relating to the Corporation in the name of such PurchaserFinal Prospectus, which letter shall be in addition to the auditor’s report in the Final Prospectus; (iv) concurrently with the filing of the Final Prospectus, evidence satisfactory to the Agents of the conditional listing and posting for each Purchaser trading on the Stock Exchange of Pre-Funded Warrants the Common Shares (including all of the Common Shares issuable pursuant to Section 2.1the Underlying Securities), a Pre-Funded Warrant registered in the name of such Purchaser subject only to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided satisfaction by the sum Corporation of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinstandard listing conditions and requirements of the Stock Exchange; (v) prior to the time of or concurrently with the filing of, as applicable, any amendment or supplement to the Preliminary Prospectus or the Final Prospectus with the Securities Commissions, documents similar to those referred to in Sections 3(a)(i), (ii) and (iii) hereof (provided that the comfort letter contemplated by Section 3(a)(iii) shall only be required to be delivered if such amendment or supplement is in respect of the Final Prospectus). (vi) concurrently with the filing of the Final Prospectus, a certificate, dated the date of filing of the Final Prospectus, signed by the Chief Executive Officer and the Prospectus Chief Financial Officer or such other appropriate officers of the Corporation as may be acceptable to the Agents, addressed to the Agents and certifying, after having made due enquiries, that: (A) since the Closing, no order, ruling or determination having the effect of suspending or ceasing the trading of any securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (B) since the Closing: (i) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, properties, liabilities (contingent or otherwise), capital, ownership, control or management of the Corporation on a consolidated basis, and (ii) no transaction has been entered into by either the Corporation or its subsidiaries which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus; (C) since the Closing, there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or the Final Prospectus not complying with applicable Canadian Securities Laws and that the Final Prospectus contains no misrepresentation and constitutes full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Underlying Securities, as required by Canadian Securities Laws; (D) the Corporation has complied in all material respects with all the terms and conditions of the Transaction Documents on its part to be complied with at or prior to the date of filing the Final Prospectus; (E) the representations and warranties of the Corporation contained in this Agreement and in any documents delivered pursuant to or in accordance connection with Rule 172 under this Agreement, remain true and correct in all material respects as of the Securities Actdate of filing of the Final Prospectus as if such representations and warranties were made as at the date of filing of the Final Prospectus, after giving effect to the transactions contemplated hereby (except for representations and warranties made as of a specified date, which shall be true as of that specified date); (viF) provided that each material agreement that governs the terms of the Organa Brands Acquisition (collectively, the “OB Acquisition Agreements”) has been executed and delivered by the Corporation, (i) the definitive OB Acquisition Agreements, copies of which have been provided to the Agents, are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof against the Corporation, (ii) the Corporation has performed all material obligations (excluding payment obligations) in a Common Warrant registered timely manner under, and are in compliance with all material terms and conditions contained in each of the OB Acquisition Agreements, and (iii) the Corporation is not in violation, breach or default, and has not received any notification from any party claiming that the Corporation is in violation, breach or default, under any of the OB Acquisition Agreements and no other party, to the knowledge of the Corporation, is in breach, violation or default of any term under the OB Acquisition Agreements; (G) provided that each material agreement that governs the terms of the Firefly Acquisition (collectively, the “Firefly Acquisition Agreements”) has been executed and delivered by the Corporation, (i) the definitive Firefly Acquisition Agreements, copies of which have been provided to the Agents, are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof against the Corporation, (ii) the Corporation has performed all material obligations (excluding payment obligations) in a timely manner under, and are in compliance with all material terms and conditions contained in each of the Firefly Acquisition Agreements, and (iii) the Corporation is not in violation, breach or default, and has not received any notification from any party claiming that the Corporation is in violation, breach or default, under any of the Firefly Acquisition Agreements and no other party, to the knowledge of the Corporation, is in breach, violation or default of any term under the Firefly Acquisition Agreements; (H) the financial statements of the Corporation contained in the name Final Prospectus (the “Financial Statements”), contain no misrepresentations, respectively present fairly, in all material respects, the financial position of such Purchaser to purchase up to the Corporation and its subsidiaries (on a number consolidated basis) for the periods then ended and have been prepared in accordance with International Financial Reporting Standards, applied on a consistent basis throughout the periods involved. The Corporation and its subsidiaries have not prepared any financial statements other than the Financial Statements; and (I) since and as at the end of shares the audited period covered by the Financial Statements, or as otherwise disclosed in the Final Prospectus (i) there has not been any material change in the assets, properties, affairs, prospects, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of Common Stock equal to [ ]% operations of such Purchaser’s shares the Corporation or its subsidiaries, (ii) there has not been any material change in the capital stock or debt of Common Stock the Corporation or Pre-Funded Warrantsits subsidiaries, as applicable(iii) each of the Corporation and its subsidiaries has carried on its business in the ordinary course, with an exercise price equal to $[ ] per share, subject to adjustment therein;and (iv) there has been no change in accounting policies or practices of the Corporation or its subsidiaries. (vii) concurrently with the conversion of the Subscription Receipts pursuant to the satisfaction of the Escrow Release Conditions, favourable legal opinions addressed to the Agents, in form and substance satisfactory to the Agents’ counsel, from Dentons Canada LLP, counsel to the Corporation, and where appropriate, local counsel to the Corporation in the Qualifying Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, substantially to the effect set out below: (A) as to the Corporation being a “reporting issuer” not included on the list of issuers in default in the Qualifying Jurisdictions; (B) as to the corporate power and authority of the Corporation to execute and deliver the Preliminary Prospectus, the Final Prospectus and the Supplementary Material, if applicable, and all necessary corporate action having been taken by the Corporation to authorize the execution and delivery by it of the Preliminary Prospectus, the Final Prospectus and the Supplementary Material, if applicable, and the filing thereof in each of the Qualifying Jurisdictions in accordance with applicable Canadian Securities Laws; (C) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under applicable Canadian Securities Laws in order to qualify the distribution of the Underlying Securities to the public in each of the Qualifying Jurisdictions by or through investment dealers and brokers duly executed Lockregistered under the applicable laws of such provinces who have complied with the relevant provisions of applicable Canadian Securities Laws; (D) no other documents will be required to be filed, proceedings taken or approvals, permits, consents, or authorizations obtained under Canadian Securities Laws to permit the first trade of the Underlying Securities, provided that the trade is not a “control distribution” (as defined in section 1.1 of NI 45-Up Agreements102) and the Corporation is a reporting issuer at the time of such trade; (E) subject only to satisfaction by the Corporation of the standard listing conditions and requirements of the Stock Exchange, the Common Shares (including the Underlying Shares, Warrant Shares, Compensation Shares and Compensation Warrant Shares) have been conditionally listed and posted for trading on the Stock Exchange; (F) the statements and opinions concerning tax matters set forth in the Final Prospectus under the headings (including for certainty, all subheadings under such headings) “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” insofar as they purport to describe the provisions of the laws referred to therein are fair and adequate summaries of the matters discussed therein subject to the qualifications, assumptions and limitations set out under such headings; and (viiiG) a legal opinion the attributes of Company Counsel, the Subscription Receipts and Underlying Securities conform in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement all material respects with the Company or its designeesdescription thereof contained in the Final Prospectus.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly a legal opinion of Company Counsel, in the form of Exhibit A, dated as of the Closing Date, executed by such counsel and delivered to the CompanyPurchasers; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver to such Purchaser, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to basis, a certificate evidencing the portion number of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, Shares registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1the Registration Rights Agreement, a Pre-Funded Warrant registered in the name form of such Purchaser to purchase up to Exhibit B, executed by a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum duly authorized officer of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinCompany; (v) a certificate, signed by a duly elected officer of the Preliminary Prospectus Company, certifying as of the Closing Date as to the satisfaction of each of the conditions set forth in Section 2.3(b)(i), (ii) and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Activ); (vi) a Common Warrant registered certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within ten (10) days of the Closing Date; (vii) a copy of the Company’s Certificate of Incorporation, as amended, certified by the Secretary of State of the State of Delaware within thirty (30) days of the Closing Date; (viii) a certificate executed by the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions adopted by the Company’s board of directors approving this Agreement, (ii) the Certificate of Incorporation of the Company and (iii) the Company’s bylaws, as amended, each as in effect at the name of such Purchaser to purchase up to Closing; and (ix) a letter from the Company’s Transfer Agent certifying the number of shares of Common Stock equal to [ ]% outstanding as of such Purchaser’s shares a date within five (5) days of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the PurchasersClosing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee; and (ii) the Registration Rights Agreement, in the form of Exhibit B, executed by a duly authorized officer of the Purchaser.