Common use of Second Closing Clause in Contracts

Second Closing. On satisfactory completion of pre-requisites of Closing, the Second Closing shall take place at such venue, date and time, as the Parties may mutually agree in writing (“Second Closing Date”). The Parties shall undertake the following activities on the Second Closing Date: i. Calpian shall deliver the Share application form relating to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company. ii. On or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company shall convene a meeting of the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be as follows:

Second Closing. On satisfactory completion (A) Subject to the terms and conditions set forth in Section 4.2 and elsewhere in this Agreement, beginning on the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) is filed with the Securities and Exchange Commission (the "Commission") with respect to the Units, the Company shall have the right to deliver a written notice to the Purchasers (a "Second Closing Notice") requiring the Purchasers to purchase, severally and not jointly, up to an additional 300 Units (the "Second Tranche Units") for up to an aggregate purchase price of pre-requisites $600,000 (the "Second Tranche Purchase Price"). The Second Closing Notice shall set forth the number of Closing, Second Tranche Units that the Company intends to sell the Purchasers. At the Second Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of the Second Tranche Units sold by the Company as equals such Purchaser's pro rata portion of the purchase price for the Initial Units issued and sold at the Initial Closing. The closing of the purchase and sale of the Second Tranche Units (the "Second Closing") shall take place at such venue, date and time, in the same manner as the Parties Initial Closing on such date indicated in the Second Closing Notice (which may mutually agree not be prior to the 10th day after receipt by the Purchasers of the Second Closing Notice or as otherwise agreed to by the parties); provided, however, that in writing (“no case shall the Second Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Second Closing is hereinafter referred to as the "Second Closing Date”). The Parties shall undertake the following activities on ." (B) At the Second Closing Date: i. Calpian (a) the Company shall deliver to each Purchaser (1) stock certificates representing the Share application form relating shares of Preferred Stock included in the Second Tranche Units (the "Second Tranche Shares") purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, each registered in the name of such Purchaser, (2) the Warrants included in the Second Tranche Units (the "Second Tranche Warrants") purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, registered in the name of such Purchaser and (3) and all other documents, instruments and writings required to have been delivered at or prior to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged Closing by the Company indicating their intention pursuant to subscribe 44,534 this Agreement and the Registration Rights Agreement, and (Forty Four Thousand Five Hundred and Thirty Fourb) Shares each Purchaser shall deliver to the Company the portion of Company. ii. On the Second Tranche Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall and all documents, instruments and writings required to have an option but shall not be obliged to subscribe been delivered at or prior to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company shall convene a meeting of the Board Closing by such Purchaser pursuant to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kindRegistration Rights Agreement. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be as follows:

Second Closing. On satisfactory completion (i) In the event that the FDA Approval shall occur on or prior to September 30, 2022, the Company shall, within two (2) Business Days following the occurrence of pre-requisites the FDA Approval, deliver written notice of such FDA Approval to each of the Second Closing Investors (such notice, a “FDA Approval Notice”), which FDA Approval Notice shall specify (x) that the FDA Approval shall have occurred, and (y) the label with respect to which such FDA Approval has occurred (such label, the “FDA Approved Label”). Upon receipt of a FDA Approval Notice in accordance with the foregoing, in the event that a Second Closing Investor shall, in its sole discretion (subject to the following sentence), approve of the FDA Approved Label, such Second Closing Investor shall, within five (5) Business Days of receipt of such FDA Approval Notice, deliver the Company written notice of such Second Closing Investor’s approval of the FDA Approved Label (such notice, an “Investor Label Approval Notice”; and any such Second Closing Investor that delivers an Investor Label Approval Notice in accordance with the foregoing is herein referred to as an “Approving Second Closing Investor”). Notwithstanding the foregoing, each Second Closing Investor agrees to provide an Investor Label Approval Notice in accordance with the foregoing if the FDA Approved Label is exactly in the form attached as Annex A to the Label Side Letter, with no amendments, modifications, supplements or additional provisions thereto (it being acknowledged and agreed that, if the FDA Approved Label is not exactly in the form attached as Annex A to the Label Side Letter, with no amendments, modifications, supplements or additional provisions thereto, each Second Closing Investor’s decision whether to approve the FDA Approved Label and provide an Investor Label Approval Notice shall be in such Second Closing Investor’s sole discretion). (ii) In the event that (x) the FDA Approval shall occur on or prior to September 30, 2022 and (y) an Approving Second Closing Investor shall deliver an Investor Label Approval Notice in accordance with the foregoing clause (i) (the occurrence of the events specified in both clause (x) and clause (y) is herein collectively referred to as the “Second Closing Trigger Event”), then the Company shall, subject to clause (iv) below, become irrevocably obligated to issue, sell and deliver to each Approving Second Closing Investor such Approving Second Closing Investor’s Second Closing Notes on the Initial Second Closing Date on the terms and conditions set forth herein. (iii) Subject to clause (iv) below, solely in the event that the Second Closing Trigger Event shall occur, then, subject to the terms and conditions set forth in this Agreement, at the Initial Second Closing, the Company shall issue and sell to each Approving Second Closing Investor, and each such Approving Second Closing Investor shall, severally and not jointly, purchase from the Company, each such Approving Second Closing Investor’s Second Closing Notes in the principal amount set forth across from each such Approving Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, at a purchase price equal to the principal face amount thereof. The date and time of the Initial Second Closing shall be 10:00 a.m. (New York time) on the Initial Second Closing Date. The Initial Second Closing shall take place at the offices of XxXxxxx Xxxxxxxxx LLP, or at such venueother location as the parties determine. The Initial Second Closing may take place by delivery of the items to be delivered at the Initial Second Closing by facsimile or other electronic transmission. (iv) Notwithstanding the foregoing provisions of this Section 2.1(b), in the event that (x) the Second Closing Trigger Event shall occur and the Approving Second Closing Investors are required to purchase Second Closing Notes at the Initial Second Closing pursuant to this Section 2.1(b), and (y) if the Company were to issue the total amount of Second Closing Notes required to be purchased by the Approving Second Closing Investors at the Initial Second Closing pursuant to the foregoing, the Company would be required to obtain the Requisite Stockholder Approval (the occurrence of the events specified in both clause (x) and clause (y) is herein collectively referred to as the “Delayed Second Closing Event”), then, notwithstanding anything to the contract set forth herein: (A) the aggregate principal amount of Second Closing Notes required to be issued by the Company to, and purchased by, the Approving Second Closing Investors at the Initial Second Closing shall be reduced to the maximum principal amount of Second Closing Notes that can be issued by the Company at the Initial Second Closing without the Company being required to obtain the Requisite Stockholder Approval, and the aggregate purchase price payable by the Approving Second Closing Investors in respect thereof shall be reduced to an amount equal to the reduced principal face amount thereof; (B) the Company and the Approving Second Closing Investors shall consummate the closing of the purchase and sale of such reduced principal amount of Second Closing Notes at the Initial Second Closing in accordance with the terms hereof; (C) following the Initial Second Closing, the Company shall take all actions necessary to obtain, and shall use its best efforts to obtain, the Requisite Stockholder Approval necessary to permit the issuance in full of all Second Closing Notes that would otherwise have been required to be issued at the Initial Second Closing (without giving effect to this clause (iv)) on or prior to the Requisite Stockholder Approval Deadline; (D) in the event that the Requisite Stockholder Approval is obtained on or prior to the Requisite Stockholder Approval Deadline, then (i) the Company shall, within two (2) Business Days following the receipt of the Requisite Stockholder Approval, deliver written notice of the Requisite Stockholder Approval to each of the Approving Second Closing Investors (such notice, a “Delayed Second Closing Notice”), and (ii) subject to the terms and conditions set forth in this Agreement, at the Delayed Second Closing, the Company shall issue and sell to each Approving Second Closing Investor, and each such Approving Second Closing Investor shall, severally and not jointly, purchase from the Company, Second Closing Notes in a principal amount equal to (x) the amount set forth across from each such Approving Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, minus (y) the principal amount of Second Closing Notes purchased by such Approving Second Closing Investor at the Initial Second Closing, at a purchase price equal to the principal face amount thereof. The date and time of the Delayed Second Closing shall be 10:00 a.m. (New York time, as ) on the Parties may mutually agree in writing (“Delayed Second Closing Date”). The Parties Delayed Second Closing shall undertake take place at the following activities offices of XxXxxxx Xxxxxxxxx LLP, or at such other location as the parties determine. The Delayed Second Closing may take place by delivery of the items to be delivered at the Delayed Second Closing by facsimile or other electronic transmission; and (E) in the event that the Requisite Stockholder Approval not obtained on or prior to the Requisite Stockholder Approval Deadline, then, as partial relief (other than equity remedies) for the damages to any Approving Second Closing Investor by reason of its ability to purchase the total amount of Second Closing Notes originally intended to be purchased by such Approving Second Closing Investor hereon (which remedy shall not be exclusive of any other remedies available in equity), (x) the Company shall pay to each Approving Second Closing Investor, on the Required Stockholder Approval Deadline, an amount in cash equal to (i) two percent (2.00%), times, (ii) an amount equal to (1) the amount set forth across from each such Approving Second Closing Date:Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, minus (2) the initial aggregate principal amount of Second Closing Notes issued to such Second Closing Investor at the Initial Second Closing, and (y) each Approving Second Closing Investor’s obligations hereunder to purchase any additional Second Closing Notes shall terminate and cease to be of effect. i. Calpian (v) For the avoidance of doubt, (A) unless (x) the FDA Approval shall deliver the Share application form relating occur on or prior to September 30, 2022 and (y) a Second Closing Investor delivers an Investor Label Approval Notice to the Company in accordance with the foregoing, such Second Tranche Subscription Shares duly signed by its authorised representative Closing Investor shall have no obligation hereunder to purchase any or all of such Second Closing Investor’s Second Closing Notes hereunder, and (B) in the same event that the Initial Second Closing shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company. ii. On not occur on or prior to the Second Closing DateDeadline, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price all obligations of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company shall convene a meeting of the Board Closing Investors to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from purchase any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian Notes hereunder shall terminate and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as expire on the Second Closing shall be as follows:Deadline.

Second Closing. On satisfactory completion A second Closing (the “Second Closing”) of pre-requisites the purchase and sale of Closing, the Second Closing WinWin Shares shall take place at such venuethe offices of Xxxxxx Godward llp, date and 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 10:00 a.m. Pacific time, as at PBT’s sole option, at any time after the Parties may mutually agree in writing Initial Closing Date and on or before the one-year anniversary of the date of this Agreement (the “Second Closing Date”). The Parties At the Second Closing, PBT shall undertake purchase, and WinWin shall issue and sell, against delivery of payment therefor, a number of WinWin Shares (the “Second Closing WinWin Shares”) such that, following activities on the issuance of the Second Closing Date: i. Calpian WinWin Shares, PBT will hold, at PBT’s option, up to 35% of the capital stock of WinWin on a fully diluted, as-converted-to-common basis, and WinWin shall deliver authorize its transfer agent to issue to PBT a certificate registered in the Share application form relating to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares name of Company. ii. On or prior to PBT, representing the Second Closing DateWinWin Shares and bearing the legend set forth in Section 4(x)(vi). The purchase price for the Second Closing WinWin Shares will be paid by PBT’s delivery to WinWin at the Second Closing, Calpian shall remit subscription amount at PBT’s option, of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand onlyi) cash, (ii) fully paid and nonassessable newly issued shares of PBT’s Series C Preferred Stock (the “Second Closing PBT Shares”), each with a deemed value of $5.00, which shares will have the rights, preferences and privileges accorded to such shares in the Designated Bank Account PBT Charter, or (iii) a combination of Companycash and Second Closing PBT Shares. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price In advance of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company Closing the PBT Board of Directors shall convene a meeting have authorized the issuance and sale to WinWin of the Board to pass Second Closing PBT Shares, and shall have reserved a sufficient number of shares of PBT Common Stock for issuance upon the resolutions to approve conversion of the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at Closing PBT Shares. In no event shall the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing Second Closing occur following the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares date on which this Agreement has terminated in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to CalpianSection 13 hereof. The Company hereby further undertakes that as on Second Initial Closing Date, the PBT Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be PBT Shares are referred to collectively as follows:the “PBT Shares.” The Initial Closing and the Second Closing are referred to collectively as the “Closings” and individually as a “Closing.”

Second Closing. On satisfactory completion (a) Following the Company’s distribution of pre-requisites of Closing, the Second Closing shall take place Notice (as defined below), at such venue, date and time, as the Parties may mutually agree in writing (“Second Closing Date”). The Parties (which, for the avoidance of doubt, shall undertake the following activities occur on the Second Closing Date: i. Calpian shall deliver ), upon the Share application form relating terms set forth herein, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, all or a portion of a number of shares of Common Stock or Pre-Funded Warrants (such securities, collectively, the “Second Closing Shares”) in an aggregate purchase amount set forth opposite such Purchaser’s name on Exhibit B hereto, at a purchase price per share equal to the Second Tranche Subscription Closing Purchase Price. The Company shall provide each Purchaser written notice of the amount of such Purchaser’s Second Closing Shares duly signed by as promptly as possible following the Company’s calculation of the Second Closing Purchase Price. The sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing Date, and (ii) the representations and warranties of the Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date. (b) At the Second Closing, each Purchaser shall deliver to the Company via wire transfer immediately available funds equal to its authorised representative aggregate purchase price for the Second Closing Shares and the same Company shall deliver to each Purchaser certificate(s) or book-entry shares representing its respective Second Closing Shares. (c) Following the distribution of the Second Closing Notice and in the event that a Material Adverse Effect has not occurred, in the event that a Purchaser fails to purchase at the Second Closing at least 50% of the total number of Second Closing Shares required to be purchased by such Purchaser pursuant to this Section 2.3 (any such Purchaser being referred to herein as a “Non-Participating Purchaser”), then the initial Warrant held by such Purchaser, to the extent not exercised prior to the Second Closing, shall automatically terminate and be of no further force or effect. The aforementioned forfeiture of the Warrant shall be acknowledged the sole recourse of the Company for any failure of a Purchaser to purchase all of the Second Closing Shares required to be purchased at the Second Closing. (d) If the Company elects to offer additional shares of Common Stock to the Purchasers in an amount greater than the aggregate Second Closing Shares, the Purchasers shall have the option, but not the obligation, to purchase, on a pro rata basis, such additional shares of Common Stock (the “Optional Closing Common Shares”) at a price per share equal to the Second Closing Purchase Price. Each Purchaser’s “pro rata share” of the Optional Closing Common Shares shall be equal to the product of, rounded down to the nearest whole share, the aggregate number of Optional Closing Common Shares multiplied by the quotient of (i) (A) the total number of shares of Common Stock or shares issuable upon the exercise of the Pre-Funded Warrants previously purchased by such Purchaser at the Initial Closing and Second Closing, divided by (B) the total number of shares of Common Stock and shares issuable upon the exercise of the Pre- 5. 74109921_16 (e) The respective obligations of the Company, on the one hand, and the Purchasers, on the other hand, hereunder in connection with the Second Closing and the Optional Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Second Closing Date or the Optional Closing Date, as applicable, of the representations and warranties contained herein (unless made as of a specified date therein) of the Company indicating their intention (with respect to subscribe 44,534 the obligations of the Purchasers) and the Purchasers (Forty Four Thousand Five Hundred with respect to the obligations of the Company); (ii) all obligations, covenants and Thirty Fouragreements of the Company (with respect to the obligations of the Purchasers) Shares and the Purchasers (with respect to the obligations of the Company. ii. On ) required to be performed at or prior to the Second Closing Date or the Optional Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian as applicable, shall have an option but been performed in all material respects; (iii) Purchasers shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price have received a Secretary’s Certificate, dated as of the Second Tranche Subscription Shares which is USD 1,250,000 Closing Date or the Optional Closing Date, as applicable, in form and substance reasonably satisfactory to the Purchasers; (U.S. Dollars One Million Two Fifty Thousand only)iv) Purchasers shall have received an Officer’s Certificate, dated as of the Second Closing Date of the Optional Closing Date, as applicable, in form and substance reasonably satisfactory to the Purchasers; (v) Purchasers shall have received an opinion of Company Counsel, dated as of the Second Closing Date or the Optional Closing Date, as applicable, in a form reasonably satisfactory to the Purchasers; (vi) Purchasers shall have timely received the Second Closing Notice or the Optional Closing Notice, as applicable; and (vii) No Material Adverse Effect has occurred. iii. Company shall convene (f) Notwithstanding anything set forth in this Agreement to the contrary, if a meeting majority of the Board to pass the resolutions to approve the issue and allotment board of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director directors of the Company as true do not determine that the Data warrants further clinical development of GEN-009 or otherwise decide not to proceed with the Second Closing, the Company shall provide the Purchasers with written notice signed by the Company’s Chief Executive Officer or any Senior Vice President of its determination and complete. virelated election to consummate or not to consummate the Second Closing (the “Second Closing Notice”) or the Optional Closing (the “Optional Closing Notice”). In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be as follows:not occur 6. 74109921_16

Second Closing. On satisfactory completion The obligation of pre-requisites Lead Buyer Counsel to release the Second Purchase Price to the Company in consideration for the Company issuing to the Buyers their applicable number of shares of Series C Preferred Stock at the Second Closing, is subject to the Second Closing shall take place satisfaction, at such venue, date and time, as the Parties may mutually agree in writing (“Second Closing Date”). The Parties shall undertake the following activities on or before the Second Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: i. Calpian (i) The Company shall deliver the Share application have delivered to such Buyer such aggregate number of shares of Series C Preferred Stock in certificated form relating to at the Second Tranche Subscription Shares duly signed by its authorised representative and Closing as set forth across from such Buyer’s name in column (4) of the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares Schedule of CompanyBuyers. (ii. ) On or prior to the Second Closing Date, Calpian shall remit subscription amount after appearance at a hearing panel of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian Principal Market, the Principal Market shall have an option but shall not be obliged approved the Company’s request for continued listing, subject to subscribe (i) receipt of the Purchase Price pursuant to Section 1(d)(ii) hereof as a result of the transaction contemplated pursuant to the Second Tranche Subscription Shares Transaction Documents, for purpose of compliance with the minimum continued listing standards set forth in the event the DCF Value arrived would be higher than the agreed subscription price Listing Rule 14.9(e)(2) of the Second Tranche Subscription Shares which is USD 1,250,000 Principal Market, and (U.S. Dollars One Million Two Fifty Thousand onlyii) the Company’s effectuation of a reverse stock split of its outstanding shares of Common Stock in order to regain compliance with the minimum bid price requirement under Listing Rule 14.9(e)(1)(B) of the Principal Market (the “Minimum Bid Price Requirement”). (iii. Company shall convene a meeting of the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice On or prior to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Company shall have executed and delivered the Registration Rights Agreement to each Buyer. (iv) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company, and of Lead Buyer Counsel with respect to the Special Account, for such Closing (the “Flow of Funds Letter”). (v) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions with respect to the Conversion Shares and Dividend Shares, which instructions shall have been delivered to be issued and acknowledged in accordance writing by the Transfer Agent. (vi) The Company shall have submitted an application or notification for listing of additional shares or an equivalent submission with the terms of this Agreement will be available Principal Market to list or designate for subscription by Calpian quotation (as the case may be) the Conversion Shares and will be free from any encumbrances, whatsoeverthe Dividend Shares. viii. The infusion (vii) All other conditions for a Closing specified in Section 7(a) hereof shall have been satisfied, subject to such Buyer’s express waiver of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be as follows:any such condition.

Second Closing. On satisfactory completion (a) The consummation of pre-requisites of the Second Subscription (the “Second Closing” and together with the First Closing, the Second Closing “Closings”) shall take place at occur two (2) Business Days after the Company obtains Shareholder Approval (such venue, date and time, as the Parties may mutually agree in writing (“Second Closing Date”). The Parties On the same day as the Company’s receipt of the Shareholder Approval, the Company shall undertake provide written notice to the following activities on Subscriber setting forth such Second Closing Date. (b) On the Second Closing Date: i. Calpian , no later than 9:00 a.m., New York City time, the Subscriber shall deliver the Share application form relating to the Company the Second Tranche Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Second Closing, the Company shall issue the Second Subscribed Shares duly signed and Second Private Placement Pre-Funded Warrants to the Subscriber and cause the Second Subscribed Shares to be registered in book entry form by the Company’s transfer agent and cause the Second Private Placement Pre-Funded Warrants to be issued in the form set forth in Exhibit A hereto, in each case free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement, the amended and restated memorandum and articles of association or state or federal securities laws), in the name of Subscriber (or its authorised representative and the same nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. (c) The Second Closing shall be acknowledged subject to the satisfaction or valid waiver (to the extent a valid waiver is capable of being issued) by the Company indicating their intention party (the Company, on the one hand, or Subscriber, on the other) entitled to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares the benefit thereof, of Company. ii. On the conditions that, on or prior to the Second Closing Date: (i) no suspension of the qualification of the Ordinary Shares for offering or sale or trading on Nasdaq, Calpian or, to the Company’s Knowledge, initiation or threatening of any proceedings for any of such purposes, shall remit subscription amount have occurred; (ii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of net USD 1,250,000 making consummation of the transactions contemplated hereby illegal or otherwise restraining, prohibiting or enjoining consummation of the transactions contemplated hereby (U.S. Dollars One Million Two Fifty Thousand only) except in the Designated Bank Account case of Company. For avoidance of doubt it is hereby clarified that Calpian a governmental authority located outside the United States where such judgment, order, law, rule or regulation would not be reasonably expected to have a Company Material Adverse Effect (as defined below)), and no governmental authority shall have an option but instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and (iii) Shareholder Approval shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only)have been duly received. iii. Company shall convene a meeting of the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificatesd) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director obligation of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on consummate the Second Closing shall be subject to the satisfaction or valid waiver in writing by the Company of the additional conditions that, on or prior to the Second Closing Date: (i) all representations and warranties of Subscriber contained in this Subscription Agreement are true and correct in all material respects at and as followsof the Second Closing Date (other than (x) representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects or (y) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects (or, if qualified by materiality or Subscriber Material Adverse Effect, which representations shall be true and correct in all respects) as of such specified date), and consummation of the Second Closing shall constitute a reaffirmation by Subscriber of each of the representations and warranties of Subscriber contained in this Subscription Agreement as of the Second Closing; (ii) Subscriber shall have wired the Second Subscription Amount in accordance with Section 3(b) of this Subscription Agreement and otherwise performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Second Closing; and (iii) Subscriber shall have provided to the Company the information requested in Annex A hereto. (e) The obligation of Subscriber to consummate the Second Closing shall be subject to the satisfaction or valid waiver in writing by Subscriber of the additional conditions that, on or prior to the Second Closing Date: (i) all representations and warranties of the Company contained in this Subscription Agreement are true and correct in all material respects at and as of the Second Closing Date (other than (A) representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects or (B) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects (or, if qualified by materiality or Company Material Adverse Effect, which representations shall be true and correct in all respects) as of such specified date), and consummation of the Second Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Second Closing or such earlier date, as applicable; (ii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Second Closing; (iii) all consents, waivers, authorizations, permits or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including Shareholder Approval and any shareholder approval required by the rules and regulations of Nasdaq) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Second Subscribed Shares) required to be made in connection with the issuance and sale of the Second Subscribed Shares shall have been obtained or made, except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Second Subscribed Shares; (iv) the Company shall (A) have filed with Nasdaq an application or supplemental listing application for the listing of the Second Subscribed Shares and the Ordinary Shares issuable upon exercise of the Second Private Placement Pre-Funded Warrants (the “Second Warrant Shares” and together with the First Warrant Shares, the “Warrant Shares”) and (B) be in material compliance with all listing and maintenance requirements of Nasdaq; (v) there shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially economically benefits any Other Subscriber(s) thereunder unless the Subscriber has been offered the same benefits, and the Company shall not have entered into any securities purchase agreement, subscription agreement, side letter or similar agreement or understanding with any Other Subscriber or other person in connection with the offering contemplated herein and in the Other Subscription Agreements, other than the Other Subscription Agreements, and no Other Subscriber shall have received terms in respect of its purchase of the Second Subscribed Shares or Second Private Placement Pre-Funded Warrants that are more favorable than those of the Subscriber; (vi) the Company shall cause to be delivered to the Subscriber and the Placement Agents (as defined below) a customary opinion of the Company’s outside US and Cayman Islands counsels in form and substance reasonably satisfactory to the Subscriber and the Placement Agents; and (vii) the Shareholder Approval (as defined below) shall have been duly received (the “Shareholder Approval Condition”) at least one (1) Business Day prior to the Second Closing.

Second Closing. On satisfactory completion The closing (the "Second Closing") of pre-requisites the purchase and sale of Closing, the Second Closing Company Shares hereunder shall take place at such venuethe offices of Seller, date and time105 Carnegie Center, as the Parties may mutually agree in writing (“Second Closing Date”). The Parties shall undertake the following activities Princeton, New Jersey on the fifth business day axxxx xxxxxxxxxxxx xx xxxxxx xx xxx xxxxxxxons set forth in Section 11.02, or at such other time or place as Buyer and Seller may agree. At the Second Closing DateClosing, (i) Buyer shall deliver to Seller: i. Calpian shall deliver (A) the Share application form relating CIT Cash Consideration, if any, by wire transfer in immediately available funds to an account in the Second Tranche Subscription Shares duly signed by its authorised representative and the same United States, which account shall be acknowledged designated by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company. ii. On or Seller no later than two business days prior to the Second Closing Date; (B) certificates for the CIT Class B Consideration, Calpian if any, duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; and (C) certificates for the CIT Common Stock Consideration, if any, duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto. (ii) Seller shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) deliver, or cause to be delivered, to Buyer certificates for the Company Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto. Each certificate representing the Company Shares shall bear a legend substantially in the Designated Bank Account of Companyfollowing form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SHARES. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price of the Second Tranche Subscription Shares which is USD 1,250,000 THE SHARE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (U.S. Dollars One Million Two Fifty Thousand only)THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM. iii. Company shall convene a meeting of the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be as follows:"

Second Closing. On satisfactory completion The obligation of pre-requisites of Closing, the Buyer hereunder to purchase the Debentures at the Second Closing shall take place is subject to the satisfaction, at such venue, date and time, as the Parties may mutually agree in writing (“Second Closing Date”). The Parties shall undertake the following activities on or before the Second Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: i. Calpian (a) The Company, each Guarantor and/or the President (as applicable) shall deliver have executed and delivered the Share application form relating Transaction Documents applicable to the Second Tranche Subscription Shares duly signed by its authorised representative Closing and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the same Company and each Guarantor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be acknowledged performed, satisfied or complied with by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company. ii. On each Guarantor at or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 . (U.S. Dollars One Million Two Fifty Thousand onlyc) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian The Buyer shall have issued an option but shall not be obliged to subscribe to irrevocable issuance instruction letter and board resolution, authorizing the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price issuance of the Second Tranche Subscription Closing Advisory Fee Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only)and irrevocably directing its Transfer Agent to issue and deliver the Second Closing Advisory Fee Shares to Buyer or its designee. iii. (d) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel. (e) The Company shall convene a meeting have delivered to the Buyer the filed Certificate of Designation of Series B Convertible Preferred Stock and the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share original certificate evidencing the allotment issuance of Second Tranche Subscription Shares such shares to Calpian;the Buyer. iv. (f) The Company and each Guarantor shall issue duly stampedhave executed and delivered to Buyer a closing certificate, signed certified as true, complete and sealed original share certificates to Calpian correct by an officer of the Company or Guarantor, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the issue formation and allotment good standing of Second Tranche Subscription Shares the Company or Guarantor from the secretary of state (or comparable office) from the jurisdiction in accordance with which the Companies Company is formed; (Issue of Share Certificatesii) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian Company’s or Guarantor’s Organizational Documents; (iii) copies of the resolutions of the Board, duly certified by a Director board of directors of the Company or Guarantor as true adopted by the Company’s or Guarantor’s board of directors, in a form acceptable to Buyer; and complete(iv) resolution of the Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer. vi. In (g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (h) The Buyer shall have received copies of UCC search reports, issued by the event that issue and allotment Secretary of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price State of the Second Tranche Subscription Shares state of incorporation or residency, as applicable, of the Company and each Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Company and each Guarantor, under their present name and any previous names, as debtors, together with copies of such financing statements. (i) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equityTransaction Documents, upon request of Calpian, the including a closing statement and joint disbursement instructions as may be required by Buyer. (j) The Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund have delivered to the entire subscription price Buyer the filed Certificate of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset Designation of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital Series C Preferred Stock and the shareholding pattern original certificate evidencing the issuance of such shares to the Company as on as on the Second Closing shall be as follows:Buyer.

Second Closing. On satisfactory completion (i) In the event that the FDA Approval shall occur on or prior to September 30, 2022, the Company shall, within two (2) Business Days following the occurrence of pre-requisites the FDA Approval, deliver written notice of such FDA Approval to each of the Second Closing Investors (such notice, a “FDA Approval Notice”), which FDA Approval Notice shall specify (x) that the FDA Approval shall have occurred, and (y) the label with respect to which such FDA Approval has occurred (such label, the “FDA Approved Label”). Upon receipt of a FDA Approval Notice in accordance with the foregoing, in the event that a Second Closing Investor shall, in its sole discretion (subject to the following sentence), approve of the FDA Approved Label, such Second Closing Investor shall, within five (5) Business Days of receipt of such FDA Approval Notice, deliver the Company written notice of such Second Closing Investor’s approval of the FDA Approved Label (such notice, an “Investor Label Approval Notice”; and any such Second Closing Investor that delivers an Investor Label Approval Notice in accordance with the foregoing is herein referred to as an “Approving Second Closing Investor”). Notwithstanding the foregoing, each Second Closing Investor agrees to provide an Investor Label Approval Notice in accordance with the foregoing if the FDA Approved Label is exactly in the form attached as Annex A to the Label Side Letter, with no amendments, modifications, supplements or additional provisions thereto (it being acknowledged and agreed that, if the FDA Approved Label is not exactly in the form attached as Annex A to the Label Side Letter, with no amendments, modifications, supplements or additional provisions thereto, each Second Closing Investor’s decision whether to approve the FDA Approved Label and provide an Investor Label Approval Notice shall be in such Second Closing Investor’s sole discretion). (ii) In the event that (x) the FDA Approval shall occur on or prior to September 30, 2022 and (y) an Approving Second Closing Investor shall deliver an Investor Label Approval Notice in accordance with the foregoing clause (i) (the occurrence of the events specified in both clause (x) and clause (y) is herein collectively referred to as the “Second Closing Trigger Event”), then the Company shall, subject to clause (iv) below, become irrevocably obligated to issue, sell and deliver to each Approving Second Closing Investor such Approving Second Closing Investor’s Second Closing Notes on the Initial Second Closing Date on the terms and conditions set forth herein. (iii) Subject to clause (iv) below, solely in the event that the Second Closing Trigger Event shall occur, then, subject to the terms and conditions set forth in this Agreement, at the Initial Second Closing, the Company shall issue and sell to each Approving Second Closing Investor, and each such Approving Second Closing Investor shall, severally and not jointly, purchase from the Company, each such Approving Second Closing Investor’s Second Closing Notes in the principal amount set forth across from each such Approving Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, at a purchase price equal to the principal face amount thereof. The date and time of the Initial Second Closing shall be 10:00 a.m. (New York time) on the Initial Second Closing Date. The Initial Second Closing shall take place at the offices of XxXxxxx Xxxxxxxxx LLP, or at such venue, date and time, other location as the Parties may mutually agree in writing (“parties determine. The Initial Second Closing Date”). The Parties shall undertake may take place by delivery of the following activities on items to be delivered at the Initial Second Closing Date: i. Calpian shall deliver the Share application form relating to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Companyfacsimile or other electronic transmission. ii. On or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company shall convene a meeting of the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be as follows:

Second Closing. (a) On satisfactory completion the Second Closing Date, the Company shall issue and sell to each Second Closing Purchaser, and each Second Closing Purchaser agrees (severally and not jointly) to purchase from the Company at that time, the number of preshares of Common Stock (the “Second Closing Shares” and, collectively with the Initial Closing Shares, the “Shares”) and/or Prefunded Warrants (the “Second Closing Prefunded Warrants” and, collectively with the Initial Closing Prefunded Warrants, the “Prefunded Warrants”) and Warrants set forth opposite such Second Closing Purchaser’s name on Exhibit C hereto, at a purchase price equal to (i) $2.35 per share of Common Stock and $2.349 per Second Closing Prefunded Warrant, respectively, and (ii) $0.125 per share of each share of Common Stock or prefunded warrant underlying the Warrants. (b) At the Second Closing, each Second Closing Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price for the Second Closing Shares, Second Closing Prefunded Warrants and Warrants purchased by such Second Closing Purchaser. At the Second Closing, the Company will deliver or cause to be delivered to each Second Closing Purchaser book-requisites entry shares representing the Second Closing Shares and PDF copies of Closingthe Second Closing Prefunded Warrants and Warrants (originals to follow by overnight courier) purchased by such Second Closing Purchaser, registered in such Second Closing Purchaser’s name. Such delivery shall be against payment of the purchase price therefor by such Second Closing Purchaser by wire transfer of immediately available funds to the Company in accordance with the Company’s written wiring instructions. Unless the Company and a Second Closing Purchaser otherwise mutually agree with respect to such Second Closing Purchaser’s Second Closing Shares, the Second Closing settlement shall take place at such venue, date and time, as occur on a “delivery versus payment” basis. (c) The obligations of the Parties may mutually agree Company in writing (“connection with the Second Closing Date”). The Parties shall undertake are subject to the following activities conditions being met: (i) the accuracy in all material respects on the Second Closing Date:, as applicable, of the representations and warranties contained herein (unless made as of a specified date therein) of the Purchasers; and i. Calpian shall deliver (ii) all obligations, covenants and agreements of the Share application form relating Purchasers required to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company. ii. On performed at or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian Date shall have an option but shall not be obliged to subscribe been performed in all material respects. (d) In addition to the Second Tranche Subscription Shares in foregoing conditions, the event the DCF Value arrived would be higher than the agreed subscription price obligations of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company shall convene a meeting of the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares Closing Purchasers in accordance connection with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice Closing are subject to the other rights following conditions being met (to the extent that Calpian may any such conditions have under this Agreement and under not been waived on a Purchaser-by-Purchaser basis): (i) the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and accuracy in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as all material respects on the Second Closing Date of the representations and warranties contained herein (unless made as of a specified date therein) of the Company; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Second Closing Date shall have been performed in all material respects; (iii) the Second Closing Purchasers shall have received fully executed Lock-Up Agreements dated as of the Second Closing Date; (iv) Second Closing Purchasers shall have received a Secretary’s Certificate, dated as of the Second Closing Date in form and substance reasonably satisfactory to the Second Closing Purchasers; (v) Second Closing Purchasers shall have received an Officer’s Certificate, dated as of the Second Closing Date in form and substance reasonably satisfactory to the Second Closing Purchasers; (vi) Second Closing Purchasers shall have received an opinion of Company Counsel, dated as of the Second Closing Date in a form reasonably satisfactory to the Second Closing Purchasers; (vii) the Registration Statement required to be filed with respect to the Initial Closing shall have been filed and declared effective and the prospectus therein shall be as follows:current; and (viii) No Material Adverse Effect shall have occurred.

Second Closing. On satisfactory completion of pre-requisites of ClosingUpon confirmation that the conditions to closing specified herein (other than Section 6.3(e)) have been satisfied or duly waived by the Investors, the Company shall deliver to Xxxxxxx Procter LLP, acting in its capacity as escrow agent in connection with the Second Closing (the “Escrow Agent”), to be held in escrow, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Remaining Shares, with instructions that such certificates are to be held for release to the Investors only upon payment in full and release of the Remaining Purchase Price to the Company by all the Investors. Upon receipt of such certificates by the Escrow Agent, each Investor shall promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of the Escrow Agent as instructed in writing by the Escrow Agent, in an amount representing such Investor’s pro rata portion of the Remaining Purchase Price as set forth on the signature pages to this Agreement (the “Escrow Funds”) (such date that the Escrow Funds are received by the Escrow Agent shall hereafter be referred to as the “Escrow Date”). The Escrow Funds and certificates representing the Remaining Shares shall be held by the Escrow Agent until satisfaction of the condition set forth in Section 6.3(e) hereof. Upon confirmation that the condition set forth in Section 6.3(e) hereof has been satisfied by the Company, the Escrow Agent shall release the Escrow Funds to the Company. On the date (the “Second Closing Date”) the Company receives the Remaining Purchase Price, the certificates evidencing the Remaining Shares shall be released by the Escrow Agent to the Investors. The Second Closing shall take place at the offices of Xxxxxxx Procter LLP, Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such venue, other location and on such other date and time, as the Parties may Company and a majority in interest of the Investors shall mutually agree in writing (“Second Closing Date”)agree. The Parties shall undertake Notwithstanding the following activities on the Second Closing Date: i. Calpian shall deliver the Share application form relating to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company. ii. On or prior to the Second Closing Dateforegoing, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event that the DCF Value arrived would be higher than condition set forth in Section 6.3(e) is not satisfied within the agreed subscription price of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company shall convene a meeting of the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpianperiod set forth therein, the Company Escrow Funds and certificates representing the Remaining Shares shall at its own expense promptlybe returned to each Investor, pursuant to instructions from each such Investor, and in any event within seven (7) Business Daysthe Company, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kindrespectively. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be as follows:

Second Closing. On satisfactory completion The obligation of pre-requisites of Closing, each Buyer hereunder to purchase the Second Tranche Shares at the Second Closing shall take place is subject to the satisfaction, at such venue, date and time, as the Parties may mutually agree in writing (“Second Closing Date”). The Parties shall undertake the following activities on or before the Second Closing Date, of each of the following conditions, provided that these conditions may be waived with respect to solely to such Buyer at any time in its sole discretion: i. Calpian The Initial Closing shall deliver the Share application form relating to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Companyhave occurred. ii. On The registration statement with respect to the Exchange Shares shall have been declared effective under the Securities Act by the SEC, shall not be subject to any stop order or any suspension. iii. NCT Common Stock shall be authorized for quotation on the OTC Bulletin Board, over-the-counter market, AMEX, the NASDAQ Small Cap or National Market or The New York Stock Exchange, Inc., and trading in NCT Common Stock shall not have been suspended for any reason. iv. The representations and warranties of ConnectClearly shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and ConnectClearly shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by ConnectClearly at or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian The Buyers shall have an option but shall not be obliged to subscribe to received a certificate, executed by the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price President or Chief Financial Officer of ConnectClearly, dated as of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company shall convene a meeting of Closing Date, to the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of membersforegoing effect. v. The Company representations and warranties of NCT shall deliver be true and correct in all material respects (except to Calpian copies the extent that any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the resolutions date when made and as of the BoardSecond Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and NCT shall have performed, duly certified satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by ConnectClearly at or prior to the Second Closing Date. The Buyer shall have received a Director certificate, executed by the Chief Financial Officer of NCT, dated as of the Company as true and completeSecond Closing Date, to the foregoing effect. vi. In Since the date of the financial statements included in NCT's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement, no event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason which had a Material Adverse Effect, an NCT Material Adverse Effect and/or a material adverse change in the manner and time envisaged hereinabove financial condition of NCT shall have occurred (for purposes hereof changes in this Agreement after remittance of subscription the market price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian NCT Common Stock may have under this Agreement and under the Applicable Law be considered as a factor in determining whether there has occurred an event which has had a Material Adverse Effect or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kindwhether a material adverse change has occurred). vii. Company No statute, rule, regulation, executive order, decree, ruling or injunction shall ensure compliance have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Datetransactions contemplated by this Agreement, the Shares to be issued in accordance with Warrants or the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoeverRegistration Rights Agreement. viii. The infusion Buyer shall have received the opinion of share capital and the shareholding pattern NCT's counsel, dated as of the Company as on as on the Second Closing Date, in form and substance reasonably satisfactory to the Buyers and in substantially the form of Exhibit 3 attached hereto. ix. ConnectClearly shall be have executed and delivered to the Buyer (or the Buyer's designee) (i) the Second ConnectClearly Common Stock Certificates (in such denominations as follows:the Buyer shall request) for the Second Tranche Shares being purchased by the Buyers at the Second Closing and (ii) warrant certificate(s) representing the Second Tranche Warrants, registered in the name of such Buyer, in form satisfactory to the Buyer. x. NCT's Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyers, shall have been delivered to and acknowledged in writing by NCT's transfer agent. xi. No Change of Control shall have occurred since the Initial Closing Date. "Change of Control" means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d5(b)

Second Closing. On satisfactory completion A second Closing (the “Second Closing”) of pre-requisites the purchase and sale of Closing, the Second Closing WinWin Shares shall take place at such venuethe offices of Cooley Godward llp, date and 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 10:00 a.m. Pacific time, as at PBT’s sole option, at any time after the Parties may mutually agree in writing Initial Closing Date and on or before the one-year anniversary of the date of this Agreement (the “Second Closing Date”). The Parties At the Second Closing, PBT shall undertake purchase, and WinWin shall issue and sell, against delivery of payment therefor, a number of WinWin Shares (the “Second Closing WinWin Shares”) such that, following activities on the issuance of the Second Closing Date: i. Calpian WinWin Shares, PBT will hold, at PBT’s option, up to 35% of the capital stock of WinWin on a fully diluted, as-converted-to-common basis, and WinWin shall deliver authorize its transfer agent to issue to PBT a certificate registered in the Share application form relating to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares name of Company. ii. On or prior to PBT, representing the Second Closing DateWinWin Shares and bearing the legend set forth in Section 4(x)(vi). The purchase price for the Second Closing WinWin Shares will be paid by PBT’s delivery to WinWin at the Second Closing, Calpian shall remit subscription amount at PBT’s option, of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand onlyi) cash, (ii) fully paid and nonassessable newly issued shares of PBT’s Series C Preferred Stock (the “Second Closing PBT Shares”), each with a deemed value of $5.00, which shares will have the rights, preferences and privileges accorded to such shares in the Designated Bank Account PBT Charter, or (iii) a combination of Companycash and Second Closing PBT Shares. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price In advance of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company Closing the PBT Board of Directors shall convene a meeting have authorized the issuance and sale to WinWin of the Board to pass Second Closing PBT Shares, and shall have reserved a sufficient number of shares of PBT Common Stock for issuance upon the resolutions to approve conversion of the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at Closing PBT Shares. In no event shall the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing Second Closing occur following the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares date on which this Agreement has terminated in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to CalpianSection 13 hereof. The Company hereby further undertakes that as on Second Initial Closing Date, the PBT Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be PBT Shares are referred to collectively as follows:the “PBT Shares.” The Initial Closing and the Second Closing are referred to collectively as the “Closings” and individually as a “Closing.”

Second Closing. On satisfactory completion The second closing of pre-requisites the sale and purchase of the shares of Series F Preferred Stock under this Agreement (the “Second Closing, the Second Closing ”) shall take place at such venuethe offices of Fxxxx Hxxx llp, Seaport World Trade Center West, 100 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, on a date and timespecified in a written notice of the Corporation (the “Milestone Notice”) delivered to each of the Purchasers at least five (5) business days prior to the proposed date of the Second Closing, as which Milestone Notice shall certify that the Parties may mutually agree Board of Directors of the Corporation has made the reasonable determination in writing (“Second Closing Date”)good faith that the Milestones have been achieved by the Corporation. The Parties Milestone Notice shall undertake be accompanied by reasonable evidence of the achievement of the Milestones, and the Corporation shall deliver to each Purchaser such additional documentation as such Purchaser may reasonably request in order to confirm the accuracy of the statements made in the Milestone Notice. Within five (5) business days following activities on receipt of the Milestone Notice, each Purchaser shall make a reasonable, good faith determination as to whether or not the Milestones have been achieved. Notwithstanding the foregoing, (a) the obligation to consummate the Second Closing Date: i. Calpian may be terminated by the Purchasers at any time after the Milestone Date if the Corporation has not achieved the Milestones on or prior to such date, and (b) only one (1) Second Closing may occur under this Agreement. Upon any such termination or upon the occurrence of any Second Closing hereunder, no party to this Agreement shall deliver have any further liability under Section 1.2(b) and this Agreement shall otherwise remain in full force and effect. The respective obligations of the Share application form relating Purchasers to purchase the shares of Series F Preferred Stock at the Second Closing are subject to the following conditions: (i) such Purchaser shall have made a reasonable, good faith determination that the Milestones have been achieved as set forth above; (ii) the representations and warranties of the Corporation set forth in Exhibit G shall be true and correct in all material respects as of the date of the Second Tranche Subscription Shares duly signed by its authorised representative Closing; (iii) the Corporation shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement, the Related Agreements and the same shall Certificate of Incorporation to be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company. ii. On performed or complied with at or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price date of the Second Tranche Subscription Shares Closing; and (iv) the Corporation shall not have violated or breached, or be in default under, any provision of any material note, bond, debenture, evidence of indebtedness, indenture, mortgage, lease, contract, purchase order or other instrument, document or agreement to which the Corporation is USD 1,250,000 a party (U.S. Dollars One Million Two Fifty Thousand onlyexcept for any violation, breach or default relating to the Sponsored Research Agreement or the related License Agreement, each dated November 8, 2004, between the Corporation and Kos). iii. Company shall convene , the violation or breach of which, or default under which, could reasonably be expected to have a meeting material and adverse effect on the business, assets, operations, results of operations or financial condition of the Corporation. If the Corporation has not sent the Milestone Notice on or prior to the Milestone Date, then the Corporation shall deliver on the Milestone Date a written notice to each Purchaser, which notice shall identify which of the Milestones, if any, the Corporation has achieved as of the Milestone Date, as reasonably determined in good faith by the Board of Directors of the Corporation. Each Purchaser shall have the option to pass purchase, without the resolutions to approve consent of the issue and allotment other Purchasers, all or a portion of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances such Purchaser’s respective shares of Series F Preferred Stock at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares Closing in accordance with the Companies terms hereof by delivering to the Corporation and the other Purchasers a written notice on or before the date which is five (Issue 5) business days following the Milestone Date indicating that such Purchaser nonetheless wishes to purchase such shares of Share CertificatesSeries F Preferred Stock. Each Purchaser who delivers such notice within such period and exercises such option in full (a “Participating Purchaser”) Rulesshall have the right of over-allotment such that if any other Purchaser fails to exercise its option in full pursuant to this paragraph (a “Nonparticipating Purchaser”), 1960 then each other Participating Purchaser may, at its option and as per without the Articles consent of such Nonparticipating Purchaser, purchase all or a portion of the shares that such Nonparticipating Purchaser failed to purchase on a pro rata basis, within five (5) days from the date such Nonparticipating Purchaser fails to exercise its option hereunder in whole or in part. Any purchase and update its register sale of members.shares of Series F Preferred Stock pursuant to this paragraph shall take place at the Second Closing, and only Participating Purchasers shall be deemed to be Purchaser(s) at such Second Closing for all purposes hereof. At the Second Closing: v. The Company (a) this Agreement and each of the Related Agreements shall remain in full force and effect, without any change or modification therein having been made thereto (unless such change or modification shall have been approved in accordance with the terms hereof and thereof); (b) the Corporation shall deliver to Calpian copies the Purchasers (i) a long form certificate of good standing of the Corporation certified by the Secretary of State of the State of Delaware and (ii) a certificate as to the due qualification of the Corporation as a foreign corporation in The Commonwealth of Massachusetts certified by the Secretary of State of The Commonwealth of Massachusetts, each dated not more than fourteen (14) days prior to the Second Closing; (c) the Corporation shall deliver to the Purchasers a Certificate of the Secretary of the Corporation attesting as to (i) the attached Certificate of Incorporation and Bylaws of the Corporation as in effect on the date of the Second Closing, (ii) the signatures and titles of the officers of the Corporation executing this Agreement, the Related Agreements or any certificate to be executed and delivered by the Corporation at the Second Closing pursuant to this Section 2.2, and (iii) the resolutions of the Board, duly certified by a Director Board of Directors and stockholders of the Company as Corporation, authorizing and approving the adoption of the Certificate of Incorporation, and all matters in connection with this Agreement and the Related Agreements and the transactions contemplated hereby and thereby; (d) the Corporation shall deliver to the Purchasers a Certificate signed by the Chief Executive Officer, certifying that (i) the representations and warranties of the Corporation set forth in Exhibit G shall be true and complete.correct in all material respects as of the date of the Second Closing and (ii) the Corporation shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement, the Related Agreements and the Certificate of Incorporation to be performed or complied with at or prior to the date of the Second Closing; vi(e) the Corporation shall issue and deliver to each Purchaser a certificate for the number of shares of Series F Preferred Stock being purchased at the Second Closing by such Purchaser, registered in the name of such Purchaser, against payment to the Corporation of the aggregate Purchase Price for such number of Shares; (f) each Purchaser shall pay to the Corporation, by wire transfer of immediately available funds, check or, with the consent of the Corporation, cancellation of any outstanding indebtedness or any other method, the aggregate purchase price for the shares of Series F Preferred Stock being purchased by such Purchaser at the Second Closing. In the event that issue and allotment payment by a Purchaser is made, in whole or in part, by cancellation of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpianindebtedness, then, without prejudice then such Purchaser shall surrender to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall Corporation for cancellation at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on such Second Closing Date, any evidence of such indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoeverCorporation. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be as follows:

Second Closing. On satisfactory completion of pre-requisites of Closing, 6.1 Closing for the Second Closing shall take place at such venue, date allotment and time, as the Parties may mutually agree in writing (“Second Closing Date”). The Parties shall undertake the following activities on the Second Closing Date: i. Calpian shall deliver the Share application form relating to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company. ii. On or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price issue of the Second Tranche Subscription Shares which is USD 1,250,000 shall (U.S. Dollars One Million Two Fifty Thousand only). iii. Company or shall convene a meeting be deemed to) take place on the Second Closing Date at the registered office of the Board to pass Company (or such other venue as the resolutions to approve Contributing Subscribers may agree in writing) whereupon: 6.1.1 A*ccelerate shall provide written confirmation of the issue and allotment contribution of the A*ccelerate Second Tranche Subscription Shares Amount and AIHL shall provide documentary evidence that it had contributed the AIHL Second Tranche Subscription Amount respectively in such manner to Calpian as fully paid-up Shares free from any encumbrances at be agreed between them; and 6.1.2 against compliance by the agreed subscription price Contributing Subscribers of their respective obligations under Clause 6.1.1, the Company shall cause the following actions to be undertaken: (a) file with ACRA a notice of allotment in respect of the allotment and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares Shares, and enter in the Company’s register of allotment respectively reflecting the Subscribers as the registered holders of the Second Tranche Subscription Shares; and (b) deliver, within ten (10) Business Days from the Second Closing Date, to Calpian; iv. Company shall issue duly stamped, signed and sealed the Subscribers the original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price respect of the Second Tranche Subscription Shares by Calpian, then, without prejudice to issued in the other rights that Calpian may have under this Agreement and under name of the Applicable Law or equity, upon request Subscribers respectively together with a certified copy of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund Company’s electronic register of members reflecting the entire subscription price Subscribers as holders of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kindShares. vii. Company 6.2 The Parties shall ensure compliance do all such acts and things and execute all such documents, as they are reasonably required to do, to give effect to the issuance and allotment of the Act in terms of issue of Second Tranche Subscription Shares as contemplated under this Agreement. 6.3 The obligations of each of the Contributing Subscribers in Clause 6.1 are interdependent and shall be deemed to Calpianhave occurred simultaneously. The Company hereby further undertakes that as on Second Closing Date, shall not occur unless all of the Shares to be issued obligations contained in accordance Clause 6.1 are complied with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoeverare fully effective. viii. The infusion of share capital and the shareholding pattern of the Company as on as on 6.4 Subject to Clause 5.3, if the Second Closing does not occur in the manner and timeline envisaged in this Agreement for reasons not caused by the Company, any Contributing Subscriber may terminate this Agreement with respect of the obligations in respect of the Second Closing and in the event of such termination and where any Contributing Subscriber has remitted any monies to the Company, the Company shall be as follows:forthwith refund such monies within ten (10) Business Days from the date the Company receives a written notice of such termination from the Contributing Subscriber, without incurring any liability to any other Party.

Second Closing. On satisfactory completion (A) Subject to the terms and conditions set forth in Section 4.2 and elsewhere in this Agreement, on the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) is filed with the Securities and Exchange Commission (the "Commission") with respect to the Preferred Stock, the Company shall deliver a written notice to the Purchasers (a "Second Closing Notice") requiring the Purchasers to purchase, severally and not jointly, an additional 357.50 shares of pre-requisites Preferred Stock (the "Second Tranche Preferred Stock") for an aggregate purchase price of Closing, $715,000 (the "Second Tranche Purchase Price"). At the Second Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of the Second Tranche Preferred Stock sold by the Company as set forth opposite such Purchaser's name on Schedule 1 at the purchase prices set forth on Schedule 1. The closing of the purchase and sale of the Second Tranche Preferred Stock (the "Second Closing") shall take place at such venue, date and time, in the same manner as the Parties Initial Closing on such date indicated in the Second Closing Notice (which may mutually agree not be prior to the 10th day after receipt by the Purchasers of the Second Closing Notice or as otherwise agreed to by the parties); provided, however, that in writing (“no case shall the Second Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Second Closing is hereinafter referred to as the "Second Closing Date”). The Parties shall undertake the following activities on ." (B) At the Second Closing Date: i. Calpian (a) the Company shall deliver to each Purchaser (1) stock certificates representing the Share application form relating shares of Preferred Stock (the "Second Tranche Shares") purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, each registered in the name of such Purchaser and (2) all other documents, instruments and writings required to have been delivered at or prior to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged Closing by the Company indicating their intention pursuant to subscribe 44,534 this Agreement and the Registration Rights Agreement, and (Forty Four Thousand Five Hundred and Thirty Fourb) Shares each Purchaser shall deliver to the Company (1) the portion of Company. ii. On the Second Tranche Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 and (U.S. Dollars One Million Two Fifty Thousand only2) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall all documents, instruments and writings required to have an option but shall not be obliged to subscribe been delivered at or prior to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company shall convene a meeting of the Board Closing by such Purchaser pursuant to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kindRegistration Rights Agreement. vii. Company shall ensure compliance of the Act in terms of issue of Second Tranche Subscription Shares to Calpian. The Company hereby further undertakes that as on Second Closing Date, the Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the shareholding pattern of the Company as on as on the Second Closing shall be as follows: