Common use of Closing; Closing Deliverables Clause in Contracts

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered the following: (i) on the date hereof: (a) this Agreement duly executed by the Company; (b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; and (c) the Lock-Up Agreements. (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by the Placement AgentAegis, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement AgentAegis; upon receipt of such Securities, the Placement Agent Aegis shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Aegis (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered the following: (i) on the date hereof: (a) this Agreement duly executed by the Company; (b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent Aegis in form and substance reasonably satisfactory in all material respects; and (c) the Lock-Up Agreements. (ii) on or prior to the Closing Date: (a) legal opinions opinion of Company Counsel and Foreign Counsel, addressed to the Placement Agent Aegis and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and PurchasersAegis; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of Common Shares Stock equal to the portion of such Purchaser’s Subscription Amount applicable to registered shares of Common SharesStock, divided by the Per Unit Share Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Shares Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Share Purchase Price, with an exercise price equal to $0.0010.00001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent Aegis and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent Aegis in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date;; and (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent Aegis and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by (a) Subject to the Placement Agentterms and conditions hereof, settlement the closing of the Securities sales referred to in Section 2.1 and in Section 2.2 (the "Closing") shall occur via “Delivery Versus Payment” take place at 10:00 A.M. New York time on the third (“DVP”3rd) Business Day after the satisfaction or waiver (i.e.subject to applicable Law) of the conditions set forth in Article VI (other than any such conditions which by their terms cannot be satisfied until the Closing Date, which shall be required to be so satisfied or waived (subject to applicable Law) on the Closing Date) unless another time or date is agreed to in writing by the Parties (the actual time and date of the Closing being referred to herein as the "Closing Date"); provided, however that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, the Company Parties shall cause not be obligated to effect the Depositary to issue the Securities directly Closing prior to the clearing firm designated by second (2nd) Business Day following the Placement Agent; upon receipt final day of the Marketing Period, unless Purchaser shall request otherwise on two (2) Business Days prior written notice (but, subject in such Securitiescase, the Placement Agent shall promptly electronically deliver such Securities to the satisfaction or waiver (subject to applicable PurchaserLaw) of the conditions set forth in Article VI (other than any such conditions which by their terms cannot be satisfied until the Closing Date, and payment therefor which shall be made by required to be so satisfied or waived (subject to applicable Law) on Purchaser's requested Closing Date)). The Closing shall be held at the Placement Agent (or its clearing firm) by wire transfer to offices of White & Case LLP, 1155 Avenue of the Company)Americas, New York, New York. (ab) The Company At the Closing, Seller shall deliver or cause to be delivered the followingto Purchaser: (i) on a duly executed certificate representing the date hereof:LLC Interest, duly endorsed in blank by Seller or the applicable Selling Entity for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (aii) this Agreement a duly executed stock certificate representing the NextRx Shares, duly endorsed in blank by the applicable Selling Entity or with a duly executed blank stock power, or other appropriate instrument of transfer, affixed for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (iii) a duly executed stock certificate representing the NextRx Services Share, duly endorsed in blank by the applicable Selling Entity or with a duly executed blank stock power, or other appropriate instrument of transfer, affixed for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (iv) a counterpart of the PBM Contract, duly executed by the Companyan authorized officer of Seller; (bv) a cold comfort letter counterpart of the Registration Rights Agreement, duly executed by an authorized officer of Seller; (vi) a counterpart of the Transition Services Agreement, duly executed by an authorized officer of Seller; (vii) a counterpart of the Plano Sublease, duly executed by an authorized officer of Seller; (viii) a certificate from each Selling Entity, dated as of the Closing Date, certifying that such Selling Entity is not a foreign person within the meaning of Section of Section 1445(f)(3) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, however, that if any of the Selling Entities fails to deliver such certificate on the Closing Date and Purchaser elects to proceed with the Closing, then Purchaser shall be entitled to withhold any amounts required pursuant to Section 1445 of the Code from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respectsAggregate Cash Consideration; and (ix) a certificate signed by Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied. (c) At the Lock-Up Agreements.Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Aggregate Cash Consideration; (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (bx) a copy of duly executed stock certificate representing the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered LLC Interest Stock Consideration issued in the name of such Community Insurance, (y) a duly executed stock certificate representing the NextRx Stock Consideration issued in the name of Unicare Specialty and (z) a duly executed stock certificate representing the NextRx Services Stock Consideration issued in the name of Unicare Specialty; (iii) a counterpart of the PBM Contract, duly executed by an authorized officer of Purchaser; (civ) for each Purchaser a counterpart of Pre-Funded Warrantsthe Registration Rights Agreement, a Pre-Funded Warrant registered in the name duly executed by an authorized officer of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (dv) a counterpart of the Company shall have provided each Purchaser with the Company’s wire instructionsTransition Services Agreement, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officeran authorized officer of Purchaser; (evi) a counterpart of the Plano Sublease, duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counselby an authorized officer of Purchaser; (fvii) a bring-down letter from certificate signed by Purchaser, dated as of the Company’s auditorClosing Date, addressed to the Placement Agent effect that the conditions set forth in form Sections 6.3(a) and substance reasonably satisfactory in all material respects;6.3(b) have been satisfied; and (gviii) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)joinder required by Section 10.1. (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by Subject to the Placement Agentconditions set forth herein, settlement the consummation of the Securities transactions that are the subject of this Agreement (the “Closing”) shall occur via “Delivery Versus Payment” (“DVP”) (i.e.at the offices of ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as Buyer, Seller and Shareholders may mutually agree upon in writing, or remotely by mail, facsimile, e-mail and/or wire transfer, in each case to the extent acceptable to the parties hereto, at 10:00 a.m., Detroit time, on the second business day after satisfaction of the conditions set forth in Section 7 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing). The date on which the Closing is to occur is herein referred to as the “Closing Date.” Regardless of the actual time of the Closing, except as otherwise expressly provided herein, for tax and accounting purposes, the Company Closing shall cause be deemed effective as of close of the Depositary to issue day immediately preceding the Securities directly to Closing Date. At the clearing firm designated by the Placement Agent; upon receipt of such SecuritiesClosing, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, parties will execute and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered executed and delivered, as applicable, the following: (ia) on Seller shall execute and deliver to the date hereof:Title Company in escrow an originally executed special warranty deed (the “Deed”), in form approved by Buyer, conveying to Buyer fee simple title to the Property, subject only to the Permitted Exceptions, and otherwise mutually acceptable to Seller and Buyer. (ab) Seller shall deliver to the Title Company in escrow all transfer and other tax declarations for the Property (or MyDec filing) as may be required by law in connection with the transaction contemplated by this Agreement duly executed and sworn to by Seller and, to the extent required, by the Company; (b) a cold comfort letter Title Company and any other certification from the CompanyTown and County where the Property is located, required to record the Deed with the County Recorder’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; andOffice. (c) To the Lockextent the Parties reasonably determine necessary or advisable, Seller shall deliver to Buyer a release letter or certificate for the Property from the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-Up Agreements. 902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statutes, as amended; and (ii) on a letter of clearance for the Property from the State of Illinois’ Department of Employment Security stating that no assessed but unpaid tax penalties or prior interest are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as amended (the release letters and clearances referred to in (i) – (ii) above are referred to collectively as the Closing Date: “Bulk Sale Releases” and individually as a “Bulk Sale Release”). Concurrent with the execution and delivery of this Agreement, Seller has completed, signed and delivered to Buyer (ai) legal opinions the Illinois Department of Company Counsel Revenue Form ITR-1 Request for Tax Clearance and Foreign Counsel, addressed to (ii) the Placement Agent State of Illinois Department of Employment Security Request For Letter of Clearance and acknowledges that Buyer shall process the same with the Illinois Department of Revenue and the PurchasersIllinois Department of Employment Security, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein;respectively. (d) Seller shall deliver to the Title Company shall have provided each Purchaser with in escrow a ▇▇▇▇ of sale and general assignment conveying title to Buyer to the Company’s wire instructions, on Company letterhead Personal Property and executed by the Chief Executive Officer or Chief Financial OfficerIntangible Property; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory Buyer shall deliver to the Placement Agent Title Company the Purchase Price, as adjusted by the adjustments and its counsel;prorations provided for in this Agreement in accordance with a closing statement to be prepared by the Title Company (the “Closing Statement”). (f) a bring-down letter from Seller shall terminate the Company’s auditorService Contracts, addressed except those Service Contracts, if any, which Buyer has elected to continue and assume as of the Placement Agent in form Closing pursuant to Section 5(a). Seller shall execute and substance reasonably satisfactory in all material respects;deliver to Buyer such documents or instruments of conveyance and transfer for the purpose of assigning such Service Contracts to Buyer. (g) Seller shall deliver to Buyer all keys in Seller’s possession or control to all locks on the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Property. (h) Seller and Buyer shall execute and deliver the Common Warrants registered Closing Statement setting forth the Purchase Price and reflecting all credits, adjustments and prorations provided for in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein;this Agreement. (i) a Seller shall execute and deliver to the Title Company such affidavits with respect to the Property as the Title Company shall require in order to delete from its title insurance policies those of the so-called “standard exceptions” that are removable by affidavit and Seller shall deliver to the Title Company documents evidencing its existence, authority and good standing certificate of as required by the Company as of a recent date;Title Company. (j) an Seller shall execute and deliver to Buyer a duly executed non-foreign person affidavit or a qualifying statement sufficient in form and delivered Secretary’s Certificatesubstance to relieve Buyer of any and all obligation to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”). (k) Seller shall cause the Title Company to provide Buyer with the proforma or marked-up Title Commitment as required under this Agreement. (l) Seller shall have terminated all leases currently in effect concerning the Property (except as otherwise requested by Buyer) and shall have entered into binding terminations of any Service Contracts on the Property with respect to those Service Contracts that Buyer (in its sole discretion) has not elected to continue pursuant to Section 5(a), so that such are no longer in effect as of the date of Closing, in customary form reasonably satisfactory each case to the Placement Agent satisfaction of Buyer. (m) Seller shall deliver to Buyer exclusive possession of the Property in the condition existing on the date of this Agreement (subject to normal wear and its counseltear), subject to the rights of no persons whatsoever except Buyer. (n) Buyer and Seller shall execute and deliver to each other such other documents as are contemplated to be executed and/or delivered pursuant to the provisions of this Agreement, or as reasonably requested by the other party hereto.

Closing; Closing Deliverables. (a) Unless otherwise directed this Agreement is earlier terminated pursuant to Section 8.1, the closing of the Merger (the “Closing”) shall take place on a date to be specified by the Placement Agentparties, settlement which shall be no later than three (3) Business Days following satisfaction or waiver of the Securities shall occur via “Delivery Versus Payment” conditions set forth in Article VI hereof (“DVP”) (i.e.except for those conditions that, on by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), by electronic means of communication. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” (b) At or prior to the Closing, as applicable, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically will deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered the followingdelivered) to Parent: (i) on evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 5.6 was solicited in conformity with Section 280G of the date hereof: (a) this Agreement duly executed by Code and the Company; (b) a cold comfort letter from regulations promulgated thereunder and the Company’s auditor, addressed requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the Placement Agent stockholder vote or (B) such stockholder approval was not obtained and as a consequence, that the Section 280G Payments waived pursuant to the Parachute Payment Waiver(s) executed in form accordance with Section 5.6 and substance reasonably satisfactory in all material respects; and delivered to Parent, shall not be made or provided (c) the Lock-Up Agreements.or shall be returned); (ii) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule B, in a form reasonably acceptable to Parent, with such termination to be effective at or prior to the Effective Time; (iii) a duly executed Director Resignation Letter in the form attached hereto as Exhibit C (the “Director Resignation Letters”), from each of the directors of the Company effective as of the Closing; (iv) the Company Stockholder Approval; Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. (v) a certificate, validly executed by the Secretary of the Company, certifying as to the valid adoption of the Company Board Resolutions; (vi) (A) executed payoff letters (including Tax Forms), in each case dated no more than three (3) Business Days prior to the Closing Date: (a, with respect to all Indebtedness of the Company set forth on Schedule 1.4(b)(vi) legal opinions of Company Counsel and Foreign Counsel, addressed owed to the Placement Agent party thereof and the Purchasersamounts payable to such party providing for (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the termination and release of any Liens related thereto (each, in form a “Payoff Letter”); and substance reasonably acceptable (B) an invoice (including Tax Forms) from each advisor or other service provider to the Placement Agent Company (other than any Employee, director or officer of the Company) providing services with respect to the transactions contemplated hereby in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Closing Third Party Expenses estimated to be due and Purchaserspayable to such advisor or other service providers, as of the Closing Date, including the bank account details of such advisors and service providers (the “Third Party Expenses Payoff Schedule”); (bvii) a copy Letters of Transmittal duly executed by Company Stockholders, collectively entitled to at least ninety percent (90%) of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such PurchaserTotal Closing Merger Consideration; (cviii) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal prior to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase PriceClosing Date, with an exercise price equal to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificatecompleted Suitability Documentation from the Company Sellers who are entitled to receive, in customary form reasonably satisfactory to the Placement Agent and its counsel; aggregate, at least ninety percent (f90%) a bring-down letter from of the Company’s auditorTotal Closing Merger Consideration, addressed to the Placement Agent certifying that each such Company Sellers is an “accredited investor” (as such term is defined in form and substance reasonably satisfactory in all material respects; (gRule 501(a) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (ix) a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the form attached hereto as Exhibit D, certifying that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”), provided that Parent’s only remedy for the Company’s failure to provide such FIRPTA Compliance Certificate shall be to withhold or cause to be withheld any required withholding Tax under applicable Tax Law and the Company’s failure to provide such certificate will not be deemed to be a failure of a condition set forth in this Section 1.4(b) to have been met, provided, further, that if a Company Security Holder provides a properly executed IRS Form W-9 to Parent, then, except as otherwise required by a change in Law, Parent shall not withhold or cause to be withheld any withholding Tax under Section 1445 of the Code with respect to any amounts payable to such Company Security Holders; (x) a duly executed counterpart to the Adjustment and [***] Escrow Agreement from the Stockholder Representative, in the form attached hereto as Exhibit E; (xi) a duly executed counterpart to the PPP Loan Escrow Agreement from the Company and the PPP Loan Escrow Agent, in the form attached hereto as Exhibit F (the “PPP Loan Escrow Agreement”); (xii) a duly executed counterpart to the paying agent agreement from the Stockholder Representative in the form attached hereto as Exhibit J (the “Paying Agent Agreement”) (xiii) no later than two (2) Business Days prior to the Closing, the Estimated Closing Statement duly certificate by an officer of the Company and; (xiv) a long form certificate of good standing from the Secretary of State of the State of Delaware which is dated within five (5) Business Days prior to the Closing with respect to the Company. (hc) At or prior to the Common Warrants registered in Closing, Parent will deliver (or cause to be delivered) to the name of Company: Certain information has been excluded from this agreement (indicated by “[***]”) because such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares information (i) is not material and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein;(ii) would be competitively harmful if publicly disclosed. (i) a good standing certificate of duly executed counterpart to the Company as of a recent dateAdjustment and [***] Escrow Agreement from Parent and the Adjustment and [***] Escrow Agent and; (jii) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory counterpart to the Placement Paying Agent Agreement from Parent and its counselthe Paying Agent.

Closing; Closing Deliverables. (a) Unless otherwise directed by this Agreement is earlier terminated pursuant to Section 8.1, the Placement Agent, settlement closing of the Securities shall occur via First Merger (the “Delivery Versus Payment” (“DVPClosing”) shall take place on a date to be specified by Parent and the Company, which shall be no later than three (i.e.3) Business Days following satisfaction or waiver of the conditions set forth in Article VI hereof (except for those conditions that, on by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver (if permissible hereunder) of such conditions at the Closing), by electronic means of communication. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” (b) At or prior to the Closing, as applicable, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically will deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered the followingdelivered) to Parent: (i) on evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 5.6 was solicited in conformity with Section 280G of the date hereof: (a) this Agreement duly executed by Code and the Company; (b) a cold comfort letter from Treasury Regulations promulgated thereunder and the Company’s auditor, addressed requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the Placement Agent in form and substance reasonably satisfactory in all material respects; and stockholder vote or (cB) the Lock-Up Agreements.such stockholder approval was not obtained; (ii) except as otherwise provided in Section 5.9, evidence reasonably satisfactory to Parent that any and all Company Employee Plans intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”) have been terminated pursuant to resolutions of the applicable governing body (the form and substance of which shall have been subject to review and approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed), effective as of no later than the day immediately preceding the Closing Date; (iii) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule A attached hereto, in a form reasonably acceptable to Parent, with such termination to be effective at or prior to the Effective Time; (iv) a duly executed Director and Officer Resignation Letter in the form attached hereto as Exhibit E (the “Director and Officer Resignation Letters”), from each of the officers and directors of the Company effective as of the Closing; (v) a certificate, validly executed by the Secretary of the Company, certifying as to (A) the valid adoption of the Company Board Resolutions and (B) the receipt of the Company Stockholder Approval, copies of which will be attached thereto (the “Secretary Certificate”); (vi) (A) executed payoff letters (including Tax Forms), in each case dated no more than five (5) Business Days prior to the Closing Date: (a, with respect to all Indebtedness of the Company set forth on Schedule 1.4(b)(vii) legal opinions of Company Counsel and Foreign Counsel, addressed the Disclosure Schedule owed to the Placement Agent lender thereof and the Purchasersamounts payable to such lender providing for (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the termination and release of any Liens related thereto (each, a “Payoff Letter”); and (B) an invoice (including Tax Forms) from each advisor or other service provider to the Company (other than any Employee, director or officer of the Company), in form and substance reasonably acceptable each case dated no more than five (5) Business Days prior to the Placement Agent Closing Date, with respect to all Closing Third Party Expenses estimated to be due and Purchaserspayable to such advisor or other service provider as of the Closing Date, and an acknowledgment from such advisor or other service provider that such Closing Third Party Expenses are the only Third Party Expenses owed to such advisor or other service provider (each, an “Invoice”); (bvii) Non-Founder Joinder Agreements duly executed by Company Stockholders collectively representing, together with the Founder Joinder Agreements delivered by the Key Employees on the Agreement Date, at least ninety-five percent (95%) of the Company Capital Stock outstanding immediately prior to the Effective Time (on an as-converted into Company Common Stock basis), excluding, for the avoidance of doubt, any Cancelled Shares, which Non-Founder Joinder Agreements (together with the Founder Joinder Agreements delivered by the Key Employees) shall remain in full force and effect as of the Closing; (viii) prior to the Closing Date, Suitability Documentation duly executed and delivered (and not amended or revoked) by Company Stockholders certifying pursuant to the Suitability Documentation that such Company Stockholders are “accredited investors” (as such term is defined in Rule 501(a) under the Securities Act) who represent, in the aggregate, a number of shares of Company Capital Stock as of immediately prior to the Closing such that the amount of the Adjusted Cash Merger Consideration as of the Closing (as calculated pursuant to and in accordance with the terms of this Agreement) is not less than zero; (ix) any Offer Letters executed by Offered Employees (excluding Key Employees); (x) a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the form attached hereto as Exhibit F, certifying that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”); (xi) a duly executed counterpart to the Escrow Agreement from the Securityholder Representative, substantially in the form attached hereto as Exhibit H (the “Escrow Agreement”); (xii) a duly executed Warrant Cancellation Agreement, substantially in the form attached hereto as Exhibit K (the “Warrant Cancellation Agreement”); (xiii) a copy of a duly and properly completed election under Section 83(b) of the irrevocable instructions Code to be timely filed with the IRS by each Founder who is entitled to receive Parent Common Stock that is Revested Merger Consideration (as defined in the Founder Joinder Agreement to which each such Founder is a party); (xiv) a long form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal Closing with respect to the portion Company; and (xv) a duly executed counterpart to the Paying Agent Agreement from each of such Purchaser’s Subscription Amount applicable to registered Common Sharesthe Securityholder Representative and the Company, divided by the Per Unit Purchase Price, registered substantially in the name of such Purchaser;form attached hereto as Exhibit C (the “Paying Agent Agreement”). (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal At or prior to the portion of such Purchaser’s Subscription Amount applicable Closing, Parent will deliver (or cause to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal be delivered) to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein;: (i) a good standing certificate of duly executed counterpart to the Company as of a recent dateEscrow Agreement from Parent and the Escrow Agent; (jii) an a counterpart to each of the Joinder Agreements delivered to Parent in accordance with Section 1.4(b)(viii) prior to the Closing duly executed by Parent; and (iii) a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory counterpart to the Placement Paying Agent Agreement from Parent and its counselthe Paying Agent.

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered to each Purchaser the following: (i) on the date hereof: (a) this Agreement duly executed by the Company; (b) a cold comfort letter from certificate executed by the Company’s auditor, addressed Chief Financial Officer of the Company in customary form reasonably satisfactory to the Placement Agent in form and substance reasonably satisfactory in all material respectsits counsel; and (c) on the date hereof, the Lock-Up Agreements. (ii) on or prior to the Closing Date: (a) a legal opinions opinion of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) subject to the last sentence of Section 2.1 of the SPA, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded WarrantsWarrants pursuant to Section 2.1 of the SPA, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Shares Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by Subject to the Placement Agentconditions set forth herein, settlement the consummation of the Securities transactions that are the subject of this Agreement (the “Closing”) shall occur via “Delivery Versus Payment” (“DVP”) (i.e.at the offices of ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as Buyer, Seller and Shareholders may mutually agree upon in writing, or remotely by mail, facsimile, e-mail and/or wire transfer, in each case to the extent acceptable to the parties hereto, at 10:00 a.m., Detroit time, on the second business day after satisfaction of the conditions set forth in Section 7 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing). The date on which the Closing is to occur is herein referred to as the “Closing Date.” Regardless of the actual time of the Closing, except as otherwise expressly provided herein, for tax and accounting purposes, the Company Closing shall cause be deemed effective as of close of the Depositary to issue day immediately preceding the Securities directly to Closing Date. At the clearing firm designated by the Placement Agent; upon receipt of such SecuritiesClosing, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, parties will execute and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered executed and delivered, as applicable, the following: (ia) on Seller shall execute and deliver to the date hereof:Title Company in escrow an originally executed special warranty deed (the “Deed”), in form approved by Buyer, conveying to Buyer fee simple title to the Property, subject only to the Permitted Exceptions, and otherwise mutually acceptable to Seller and Buyer. (ab) Seller shall deliver to the Title Company in escrow all transfer and other tax declarations for the Property (or MyDec filing) as may be required by law in connection with the transaction contemplated by this Agreement duly executed and sworn to by Seller and, to the extent required, by the Company; (b) a cold comfort letter Title Company and any other certification from the CompanyTown and County where the Property is located, required to record the Deed with the County Recorder’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; andOffice. (c) To the Lockextent the Parties reasonably determine necessary or advisable, Seller shall deliver to Buyer (i) a release letter or certificate for the Property from the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-Up Agreements. 902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statutes, as amended; and (ii) on a letter of clearance for the Property from the State of Illinois’ Department of Employment Security stating that no assessed but unpaid tax penalties or prior interest are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as amended (the release letters and clearances referred to in (i) – (ii) above are referred to collectively as the Closing Date: “Bulk Sale Releases” and individually as a “Bulk Sale Release”). Concurrent with the execution and delivery of this Agreement, Seller has completed, signed and delivered to Buyer (ai) legal opinions the Illinois Department of Company Counsel Revenue Form ITR-1 Request for Tax Clearance and Foreign Counsel, addressed to (ii) the Placement Agent State of Illinois Department of Employment Security Request For Letter of Clearance and acknowledges that Buyer shall process the same with the Illinois Department of Revenue and the PurchasersIllinois Department of Employment Security, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein;respectively. 42718402 (d) Seller shall deliver to the Title Company shall have provided each Purchaser with in escrow a ▇▇▇▇ of sale and general assignment conveying title to Buyer to the Company’s wire instructions, on Company letterhead Personal Property and executed by the Chief Executive Officer or Chief Financial OfficerIntangible Property; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory Buyer shall deliver to the Placement Agent Title Company the Purchase Price, less the Advance (which shall be deemed paid toward the Purchase Price), as adjusted by the adjustments and its counsel;prorations provided for in this Agreement in accordance with a closing statement to be prepared by the Title Company (the “Closing Statement”). (f) a bring-down letter from Seller shall execute and deliver to Buyer such documents or instruments of conveyance and transfer for the Company’s auditor, addressed purpose of assigning the Service Contracts to the Placement Agent in form and substance reasonably satisfactory in all material respects;Buyer. (g) Seller shall deliver to Buyer all keys in Seller’s possession or control to all locks on the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Property. (h) Seller and Buyer shall execute and deliver the Common Warrants registered Closing Statement setting forth the Purchase Price and reflecting all credits, adjustments and prorations provided for in this Agreement, including the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein;Advance. (i) a Seller shall execute and deliver to the Title Company such affidavits with respect to the Property as the Title Company shall require in order to delete from its title insurance policies those of the so-called “standard exceptions” that are removable by affidavit and Seller shall deliver to the Title Company documents evidencing its existence, authority and good standing certificate of as required by the Company as of a recent date;Title Company. (j) an Seller shall execute and deliver to Buyer a duly executed non-foreign person affidavit or a qualifying statement sufficient in form and delivered Secretary’s Certificatesubstance to relieve Buyer of any and all obligation to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”). (k) Seller shall cause the Title Company to provide Buyer with the proforma or marked-up Title Commitment as required under this Agreement. (l) [Intentionally Deleted]. (m) Seller shall deliver to Buyer exclusive possession of the Property in customary form reasonably satisfactory the condition existing on the date of this Agreement (subject to normal wear and tear), subject to the Placement Agent rights of no persons whatsoever except Buyer and its counselany tenants under leases assigned to Buyer. (n) Buyer and Seller shall execute and deliver to each other such other documents as are contemplated to be executed and/or delivered pursuant to the provisions of this Agreement, or as reasonably requested by the other party hereto.

Closing; Closing Deliverables. Unless otherwise directed by Subject to the Placement Agentconditions set forth herein, settlement the consummation of the Securities transactions that are the subject of this Agreement (the “Closing”) shall occur via “Delivery Versus Payment” (“DVP”) (i.e.at the offices of ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as Buyer, Seller and Shareholders may mutually agree upon in writing, or remotely by mail, facsimile, e-mail and/or wire transfer, in each case to the extent acceptable to the parties hereto, at 10:00 a.m., Detroit time, on the second business day after satisfaction of the conditions set forth in Section 7 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing). The date on which the Closing is to occur is herein referred to as the “Closing Date.” Regardless of the actual time of the Closing, except as otherwise expressly provided herein, for tax and accounting purposes, the Company Closing shall cause be deemed effective as of close of the Depositary to issue day immediately preceding the Securities directly to Closing Date. At the clearing firm designated by the Placement Agent; upon receipt of such SecuritiesClosing, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, parties will execute and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered executed and delivered, as applicable, the following: (ia) on Seller shall execute and deliver to the date hereof:Title Company in escrow an originally executed special warranty deed (the “Deed”), in form approved by ▇▇▇▇▇, conveying to Buyer fee simple title to the Property, subject only to the Permitted Exceptions, and otherwise mutually acceptable to Seller and Buyer. (ab) Seller shall deliver to the Title Company in escrow all transfer and other tax declarations for the Property (or MyDec filing) as may be required by law in connection with the transaction contemplated by this Agreement duly executed and sworn to by Seller and, to the extent required, by the Company; (b) a cold comfort letter Title Company and any other certification from the CompanyTown and County where the Property is located, required to record the Deed with the County Recorder’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; andOffice. (c) To the Lockextent the Parties reasonably determine necessary or advisable, Seller shall deliver to Buyer (i) a release letter or certificate for the Property from the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-Up Agreements. 902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statutes, as amended; and (ii) on a letter of clearance for the Property from the State of Illinois’ Department of Employment Security stating that no assessed but unpaid tax penalties or prior interest are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as amended (the release letters and clearances referred to in (i) – (ii) above are referred to collectively as the Closing Date: “Bulk Sale Releases” and individually as a “Bulk Sale Release”). Concurrent with the execution and delivery of this Agreement, Seller has completed, signed and delivered to Buyer (ai) legal opinions the Illinois Department of Company Counsel Revenue Form ITR-1 Request for Tax Clearance and Foreign Counsel, addressed to (ii) the Placement Agent State of Illinois Department of Employment Security Request For Letter of Clearance and acknowledges that Buyer shall process the same with the Illinois Department of Revenue and the PurchasersIllinois Department of Employment Security, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein;respectively. (d) Seller shall deliver to the Title Company shall have provided each Purchaser with in escrow a bill of sale and general assignment conveying title to Buyer to the Company’s wire instructions, on Company letterhead Personal Property and executed by the Chief Executive Officer or Chief Financial OfficerIntangible Property; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory Buyer shall deliver to the Placement Agent Title Company the Purchase Price, less the Advance (which shall be deemed paid toward the Purchase Price), as adjusted by the adjustments and its counsel;prorations provided for in this Agreement in accordance with a closing statement to be prepared by the Title Company (the “Closing Statement”). (f) a bring-down letter from Seller shall execute and deliver to Buyer such documents or instruments of conveyance and transfer for the Company’s auditor, addressed purpose of assigning the Service Contracts to the Placement Agent in form and substance reasonably satisfactory in all material respects;Buyer. (g) Seller shall deliver to Buyer all keys in Seller’s possession or control to all locks on the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Property. (h) Seller and Buyer shall execute and deliver the Common Warrants registered Closing Statement setting forth the Purchase Price and reflecting all credits, adjustments and prorations provided for in this Agreement, including the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein;Advance. (i) a Seller shall execute and deliver to the Title Company such affidavits with respect to the Property as the Title Company shall require in order to delete from its title insurance policies those of the so-called “standard exceptions” that are removable by affidavit and Seller shall deliver to the Title Company documents evidencing its existence, authority and good standing certificate of as required by the Company as of a recent date;Title Company. (j) an Seller shall execute and deliver to Buyer a duly executed non-foreign person affidavit or a qualifying statement sufficient in form and delivered Secretary’s Certificatesubstance to relieve Buyer of any and all obligation to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”). (k) Seller shall cause the Title Company to provide Buyer with the proforma or marked-up Title Commitment as required under this Agreement. (l) [Intentionally Deleted]. (m) Seller shall deliver to Buyer exclusive possession of the Property in customary form reasonably satisfactory the condition existing on the date of this Agreement (subject to normal wear and tear), subject to the Placement Agent rights of no persons whatsoever except Buyer and its counselany tenants under leases assigned to Buyer. (n) ▇▇▇▇▇ and Seller shall execute and deliver to each other such other documents as are contemplated to be executed and/or delivered pursuant to the provisions of this Agreement, or as reasonably requested by the other party hereto.

Closing; Closing Deliverables. Unless otherwise directed by (a) Upon the Placement Agentterms and subject to the conditions of this Agreement, settlement the closing (the “Closing”) of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e.transaction contemplated by this Agreement will take place at 10:00 a.m., New York time, on the date that is the second Business Day after the satisfaction or waiver of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article IX, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other time, date or place as the parties shall agree to in writing (the date on which the Closing occurs, the “Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company”). (ab) The Company shall deliver or cause to be delivered At the followingClosing: (i) on the date hereof: (a) this Agreement Each Seller Trust shall deliver to GWG a duly executed by Assignment and Assumption of MLP Units substantially in the Companyform attached hereto as Exhibit C evidencing the transfer of such Seller Trust’s MLP Units to GWG, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws); (b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; and (c) the Lock-Up Agreements. (ii) on or prior GWG shall deliver to the Closing Date: each Seller Trust, pro rata, (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (bA) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Priceduly executed stock certificate, registered in the name of such Purchaser; Seller Trust and dated the Closing Date, evidencing the pro rata Stock Consideration issuable thereto, free and clear of all Liens (cother than Liens arising under the Securities Act and applicable state securities laws), (B) for each Purchaser of Pre-Funded Warrantsa duly executed certificate, a Pre-Funded Warrant registered in the name of such Purchaser Seller Trust, evidencing the pro rata Debt Consideration issuable thereto, and (C) the Cash Payment payable pro rata to purchase up such Seller Trust by wire transfer of immediately available funds to a number of Common Shares equal an account identified by such Seller Trust not less than two Business Days prior to Closing, each in the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided thereinamounts set forth on Schedule I hereto; (diii) GWG shall record in its books and records the Company ownership of the Stock Consideration and the Debt Consideration in such name or names as shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed be designated by the Chief Executive Officer or Chief Financial OfficerTrust Advisors on behalf of the Seller Trusts not less than two (2) Business Days prior to Closing; (eiv) Subject to GWG’s acceptance, MHT SPV shall deliver $150 million by wire transfer of immediately available funds to an account identified by GWG not less than two Business Days prior to Closing as payment in full for such number of shares of GWG Common Stock and such principal amount of GWG L Bonds as shall be determined in accordance with Section 2.2 above; (v) GWG shall (A) deliver to MHT SPV a duly executed and delivered Officers’ Certificatestock certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number MHT SPV and dated the Closing Date, evidencing shares of GWG Common Shares equal to 100.0% Stock, free and clear of all Liens (other than Liens arising under the sum Securities Act and applicable state securities laws), and (B) record in its books and records the ownership of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each GWG L Bonds by MHT SPV in an amount determined in accordance with an exercise price equal to $[●], subject to adjustment as provided thereinSection 2.2 above; (ivi) a good standing certificate GWG Life shall deliver the proceeds of the loan to the Company as of a recent date;in accordance with the Loan Agreement; and (jvii) an a duly executed and The appropriate parties shall deliver the items required to be delivered Secretary’s Certificate, in customary form reasonably satisfactory pursuant to the Placement Agent and its counselArticle IX.

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company closing of the Merger (the “Closing”) shall deliver or cause take place by electronic exchange of documents as promptly as practicable (but in no event later than the second (2nd) Business Day) after all of the conditions set forth in Article IX (other than conditions which by their terms are required to be delivered satisfied at the following: (iClosing, but subject to the satisfaction or waiver thereof) on the date hereof: (a) this Agreement duly executed shall have been satisfied or, if permissible, waived by the Company;party hereto entitled to the benefit of the same and, subject to the foregoing, shall take place at such time and on such date as specified by the parties, or on such other date or at such other place or in such other manner as agreed to by the parties hereto, in writing. The date on which Closing actually takes place is referred to as the “Closing Date.” (b) a cold comfort letter from At the Company’s auditorClosing, addressed the Company and the Securityholders’ Representative, as applicable, shall deliver to the Placement Agent Buyer (in each case, in form and substance reasonably satisfactory to Buyer): (i) evidence of the Requisite Company Vote; (ii) a payoff letters duly executed by each holder of Indebtedness set forth on Schedule 3.3; (iii) customary invoices issued by each financial advisory, investment banking, accounting and other similar advisors of the Acquired Companies that are entitled to any payments at Closing as a Company Transaction Expense evidencing that such Persons have been, or will be at Closing, paid in full; (iv) good standing certificate (or equivalent) for each Acquired Company from the relevant jurisdiction of incorporation or organization, as applicable, dated within ten (10) Business Days of Closing; (v) customary resignation letters from the directors and officers of the Acquired Companies identified by Buyer no later than ten (10) Business Days prior to Closing; (vi) the Escrow Agreement, duly executed by the Securityholders’ Representative; (vii) the Paying Agent Agreement, duly executed by the Securityholders’ Representative; (viii) a certificate from an officer of each Acquired Company (A) attaching the true and complete copies of all material respectsboard (or similar governing body) resolutions passed in connection with the approval of this Agreement, the Merger and the Contemplated Transactions and (B) certifying that such resolutions remain in full force and effect, without any amendment or modification thereto, and are all resolutions adopted in connection with this Agreement, the Merger and the Contemplated Transactions; and (ix) the executed Plan of Merger and each other document required to be filed with the Registrar of Companies with respect to the Company pursuant to Part XVI of the CICA. (c) At the Lock-Up Agreements.Closing, Buyer and Merger Sub, as applicable, shall deliver to the Company: (i) the Escrow Agreement, duly executed by B▇▇▇▇ and the Escrow Agent; (ii) on or prior the Paying Agent Agreement, duly executed by B▇▇▇▇ and the Paying Agent; and (iii) the executed Plan of Merger and each other document required to be filed with the Registrar of Companies with respect to the Closing Date: (a) legal opinions of Company Counsel and Foreign Counsel, addressed Merger Sub pursuant to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy Part XVI of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)CICA. (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company closing of the purchase and sale of the Purchased Assets and the other Transactions contemplated hereby (the “Closing”) shall deliver or cause take place on the Signing Date, simultaneously with the Parties’ execution of this Agreement at such place as may be agreed to by the Purchaser and the Seller (the “Closing Date”). Upon signing of this Agreement, there are no conditions to either Party’s obligations to complete, conclude, and close the Transactions. This Agreement and the Transactions shall be deemed effective and delivered as of the followingClosing. (b) At the Closing, the following items shall be delivered: (i) on Seller and Purchaser shall each deliver an executed counterpart of the date hereof: (a) this Patent Assignment Agreement duly executed by in the Companyform attached hereto as Exhibit C; (bii) a cold comfort letter from Seller and Purchaser shall each deliver an executed counterpart of the Company’s auditor, addressed to Share Issuance Agreement in the Placement Agent form attached hereto as Exhibit D; (iii) Seller and Purchaser shall each deliver an executed counterpart of the ▇▇▇▇ of Sale in the form and substance reasonably satisfactory in all material respectsattached hereto as Exhibit E; and (civ) the Lock-Up AgreementsSeller shall deliver Purchaser a properly executed IRS Form W-9. (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (c) for each Seller shall provide Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered access to Seller’s virtual data room so that Purchaser may download complete and accurate copies (to the extent copies are in the name of such Purchaser to purchase up to a number of Common Shares equal virtual data room in electronic format) and any hard copies or physical materials, to the portion extent they exist, of such Purchaserall Transferred Records in Seller’s Subscription Amount applicable possession relating to Prethe Purchased Assets. For clarity, only the virtual data room contents will be downloaded at Closing, and no hard copies of information or physical materials or other tangible Purchased Assets that are held or maintained in locations other than the virtual data room will be delivered to Purchaser prior to the Transfer Date. Hard copies of the Transferred Patents, including ribbon copies, and Transferred Records will be delivered to Purchaser within [*****] days post-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001Closing, subject to adjustment the upfront payment being made as provided therein; (dset forth in Section 1.7(a) the Company shall have provided each Purchaser with the Company’s wire instructionsand, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name upon completion of delivery of such hard copies, Seller shall provide written notice to Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counselcompletion.

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement (a) The closing of the Securities shall occur via purchase, sale, transfer, assignment and assumption of the Notes pursuant to Section 1.1 (the “Delivery Versus Payment” (“DVPClosing”) (i.e.shall take place remotely via the exchange of documents and signatures at 10:00 a.m., New York City time, on the earliest of the following (i) October 6, 2024, (ii) two Business Days following the date on which definitive documentation for the New Loan and definitive documentation providing for the changes to the terms of the Notes set forth in Section 2.3 have been finalized for execution, and (iii) such earlier date as Sellers and Purchaser agree in writing (the date and time of the Closing being referred to as the “Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company”). (a) The Company shall deliver or cause to be delivered the following: (i) on the date hereof: (a) this Agreement duly executed by the Company; (b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; and (c) the Lock-Up Agreements. (ii) on or prior to On the Closing Date: (ai) legal opinions Purchaser shall pay to each Seller that portion of Company Counsel and Foreign Counsel, addressed the Purchase Price owing to such Seller (less such Seller’s pro rata portion of the Purchase Price Deposit (as defined below)) for each Note sold by such Seller by wire transfer of immediately available funds to the Placement Agent and the Purchasers, account specified in form and substance reasonably acceptable to the Placement Agent and Purchaserswriting for such Seller; (bii) a copy Purchaser shall pay to the Holder Representative any processing fee required by the Holder Representative to be paid and deliver to the Holder Representative any additional documentation required by the Holder Representative to be delivered in connection with the transfer of the irrevocable instructions to Notes on the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such PurchaserClosing Date; (ciii) for Purchaser and each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered Seller shall deliver to each other and to the Company and the Holder Representative duly executed counterparts to the Assignment and Assumption Agreement (as defined in the name of such Purchaser to purchase up to a number of Common Shares equal Purchase Agreement) in substantially the form attached to the portion Purchase Agreement, together with any necessary changes to ensure the statements contained therein are factually accurate, for the transfer of such Purchaser’s Subscription Amount applicable the Notes to Pre-Funded Warrants divided by be transferred at the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided thereinClosing; (div) Each Seller shall deliver to Purchaser, the Company shall have provided each Purchaser and the Holder Representative such certifications, opinions of counsel or other evidence as the Company or the Holder Representative may reasonably require in order to determine that the purchase and sale of the Notes contemplated by this Agreement complies with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;Securities Act; and (ev) Each Seller shall deliver to Purchaser, the Company and the Collateral Agent a duly executed release of the Company and delivered Officers’ Certificatethe Collateral Agent on behalf of the Sellers from any Claims (as defined below) arising out of or relating to the Notes, but not (to avoid doubt) any other Claims (such as Claims any Seller may have in its capacity as a holder of shares of Common Stock (as defined below) or as a result of becoming a lender in connection with the New Loan), in customary a form reasonably satisfactory to the Placement Agent each such Seller and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Purchaser. (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. Unless otherwise directed by (a) Subject to the Placement Agentterms and conditions hereof, settlement the closing of the Securities shall occur via sales referred to in Section 2.1 and in Section 2.2 (the “Delivery Versus Payment” (“DVPClosing”) shall take place at 10:00 A.M. New York time on the third (i.e.3rd ) Business Day after the satisfaction or waiver (subject to applicable Law) of the conditions set forth in Article VI (other than any such conditions which by their terms cannot be satisfied until the Closing Date, which shall be required to be so satisfied or waived (subject to applicable Law) on the Closing Date) unless another time or date is agreed to in writing by the Parties (the actual time and date of the Closing being referred to herein as the “Closing Date”); provided, however that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, the Company parties shall cause not be obligated to effect the Depositary to issue the Securities directly Closing prior to the clearing firm designated by second (2nd) Business Day following the Placement Agent; upon receipt final day of the Marketing Period, unless Purchaser shall request otherwise on two (2) Business Days prior written notice (but, subject in such Securitiescase, the Placement Agent shall promptly electronically deliver such Securities to the satisfaction or waiver (subject to applicable PurchaserLaw) of the conditions set forth in Article VI (other than any such conditions which by their terms cannot be satisfied until the Closing Date, and payment therefor which shall be made by required to be so satisfied or waived (subject to applicable Law) on Purchaser’s requested Closing Date)). The Closing shall be held at the Placement Agent (or its clearing firm) by wire transfer to offices of White & Case LLP, 1155 Avenue of the Company)Americas, New York, New York. (ab) The Company At the Closing, Seller shall deliver or cause to be delivered the followingto Purchaser: (i) on a duly executed certificate representing the date hereof:LLC Interest, duly endorsed in blank by Seller or the applicable Selling Entity for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (aii) this Agreement a duly executed stock certificate representing the NextRx Shares, duly endorsed in blank by the applicable Selling Entity or with a duly executed blank stock power, or other appropriate instrument of transfer, affixed for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (iii) a duly executed stock certificate representing the NextRx Services Share, duly endorsed in blank by the applicable Selling Entity or with a duly executed blank stock power, or other appropriate instrument of transfer, affixed for transfer to Purchaser, with appropriate transfer stamps, if any, affixed; (iv) a counterpart of the PBM Contract, duly executed by the Companyan authorized officer of Seller; (bv) a cold comfort letter counterpart of the Registration Rights Agreement, duly executed by an authorized officer of Seller; (vi) a counterpart of the Transition Services Agreement, duly executed by an authorized officer of Seller; (vii) a counterpart of the Plano Sublease, duly executed by an authorized officer of Seller; (viii) a certificate from each Selling Entity, dated as of the Closing Date, certifying that such Selling Entity is not a foreign person within the meaning of Section of Section 1445(f)(3) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, however, that if any of the Selling Entities fails to deliver such certificate on the Closing Date and Purchaser elects to proceed with the Closing, then Purchaser shall be entitled to withhold any amounts required pursuant to Section 1445 of the Code from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respectsAggregate Cash Consideration; and (ix) a certificate signed by Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied. (c) At the Lock-Up Agreements.Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Aggregate Cash Consideration; (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (bx) a copy of duly executed stock certificate representing the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered LLC Interest Stock Consideration issued in the name of such Community Insurance, (y) a duly executed stock certificate representing the NextRx Stock Consideration issued in the name of Unicare Specialty and (z) a duly executed stock certificate representing the NextRx Services Stock Consideration issued in the name of Unicare Specialty; (iii) a counterpart of the PBM Contract, duly executed by an authorized officer of Purchaser; (civ) for each Purchaser a counterpart of Pre-Funded Warrantsthe Registration Rights Agreement, a Pre-Funded Warrant registered in the name duly executed by an authorized officer of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein; (dv) a counterpart of the Company shall have provided each Purchaser with the Company’s wire instructionsTransition Services Agreement, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officeran authorized officer of Purchaser; (evi) a counterpart of the Plano Sublease, duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counselby an authorized officer of Purchaser; (fvii) a bring-down letter from certificate signed by Purchaser, dated as of the Company’s auditorClosing Date, addressed to the Placement Agent effect that the conditions set forth in form Sections 6.3(a) and substance reasonably satisfactory in all material respects;6.3(b) have been satisfied; and (gviii) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)joinder required by Section 10.1. (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.

Closing; Closing Deliverables. (a) Unless otherwise directed this Agreement is earlier terminated pursuant to Section 8.1, the closing of the Merger (the “Closing”) shall take place on a date to be specified by the Placement Agentparties, settlement which shall be no later than three (3) Business Days following satisfaction or waiver of the Securities shall occur via “Delivery Versus Payment” conditions set forth in Article VI hereof (“DVP”) (i.e.except for those conditions that, on by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), by electronic means of communication. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” (b) At or prior to the Closing, as applicable, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically will deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered the followingdelivered) to Parent: (i) on evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 5.6 was solicited in conformity with Section 280G of the date hereof: (a) this Agreement duly executed by Code and the Company; (b) a cold comfort letter from regulations promulgated thereunder and the Company’s auditor, addressed requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the Placement Agent stockholder vote or (B) such stockholder approval was not obtained and as a consequence, that the Section 280G Payments waived pursuant to the Parachute Payment Waiver(s) executed in form accordance with Section 5.6 and substance reasonably satisfactory in all material respects; and delivered to Parent, shall not be made or provided (c) the Lock-Up Agreements.or shall be returned); (ii) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule B, in a form reasonably acceptable to Parent, with such termination to be effective at or prior to the Effective Time; (iii) a duly executed Director Resignation Letter in the form attached hereto as Exhibit C (the “Director Resignation Letters”), from each of the directors of the Company effective as of the Closing; (iv) the Company Stockholder Approval; (v) a certificate, validly executed by the Secretary of the Company, certifying as to the valid adoption of the Company Board Resolutions; (vi) (A) executed payoff letters (including Tax Forms), in each case dated no more than three (3) Business Days prior to the Closing Date: (a, with respect to all Indebtedness of the Company set forth on Schedule 1.4(b)(vi) legal opinions of Company Counsel and Foreign Counsel, addressed owed to the Placement Agent party thereof and the Purchasersamounts payable to such party providing for (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the termination and release of any Liens related thereto (each, in form a “Payoff Letter”); and substance reasonably acceptable (B) an invoice (including Tax Forms) from each advisor or other service provider to the Placement Agent Company (other than any Employee, director or officer of the Company) providing services with respect to the transactions contemplated hereby in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Closing Third Party Expenses estimated to be due and Purchaserspayable to such advisor or other service providers, as of the Closing Date, including the bank account details of such advisors and service providers (the “Third Party Expenses Payoff Schedule”); (bvii) a copy Letters of Transmittal duly executed by Company Stockholders, collectively entitled to at least ninety percent (90%) of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such PurchaserTotal Closing Merger Consideration; (cviii) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal prior to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase PriceClosing Date, with an exercise price equal to $0.001, subject to adjustment as provided therein; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (e) a duly executed and delivered Officers’ Certificatecompleted Suitability Documentation from the Company Sellers who are entitled to receive, in customary form reasonably satisfactory to the Placement Agent and its counsel; aggregate, at least ninety percent (f90%) a bring-down letter from of the Company’s auditorTotal Closing Merger Consideration, addressed to the Placement Agent certifying that each such Company Sellers is an “accredited investor” (as such term is defined in form and substance reasonably satisfactory in all material respects; (gRule 501(a) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (ix) a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the form attached hereto as Exhibit D, certifying that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”), provided that Parent’s only remedy for the Company’s failure to provide such FIRPTA Compliance Certificate shall be to withhold or cause to be withheld any required withholding Tax under applicable Tax Law and the Company’s failure to provide such certificate will not be deemed to be a failure of a condition set forth in this Section 1.4(b) to have been met, provided, further, that if a Company Security Holder provides a properly executed IRS Form W-9 to Parent, then, except as otherwise required by a change in Law, Parent shall not withhold or cause to be withheld any withholding Tax under Section 1445 of the Code with respect to any amounts payable to such Company Security Holders; (x) [***] a duly executed counterpart to the Adjustment and Agreement from the Stockholder Representative, in the form attached hereto as Exhibit E; (xi) a duly executed counterpart to the paying agent agreement from the Stockholder Representative in the form attached hereto as Exhibit J (the “Paying Agent Agreement”) (xii) no later than two (2) Business Days prior to the Closing, the Estimated Closing Statement duly certificate by an officer of the Company and; (xiii) a long form certificate of good standing from the Secretary of State of the State of Delaware which is dated within five (5) Business Days prior to the Closing with respect to the Company. (hxiv) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein; (i) a good standing certificate of the Company as of a recent date; (j) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory At or prior to the Placement Agent and its counsel.Closing, Parent will deliver (or cause to be delivered) to the Company:

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company closing of the Purchase (the “Closing”) shall take place remotely by exchange of documents and signatures via email, facsimile, or DocuSign on the date hereof upon the execution of this Agreement and the other agreements contemplated hereby. Such date is herein referred to as the “Closing Date”. (b) At the Closing, unless waived in writing by Purchaser, in its sole and absolute discretion, Seller shall deliver or cause to be delivered the followingto Purchaser: (i) on a non-foreign person affidavit from Seller in form reasonably satisfactory to Purchaser, dated as of the date hereof: (a) this Agreement Closing Date, as required by Section 1445 of the Code, duly executed by the CompanySeller; (bii) a cold comfort letter duly executed certificate of the Secretary or other duly authorized officer of Seller, certifying as to and attaching (A) true and complete copies of organizational documents of Seller, as amended, each as in effect immediately prior to the Closing, (B) true and complete copies of the resolutions of the board of directors of Seller approving the transactions contemplated hereby; and (C) the incumbency of the officers of Seller executing this Agreement or any other agreement executed and delivered in connection with transactions contemplated by this Agreement; (iii) a recent certificate of good standing of Seller from the CompanySecretary of State of Seller’s auditor, addressed jurisdiction of formation; (iv) a duly executed counterpart from Seller to each of (A) a joinder agreement to the Placement Agent Operating Agreement; (B) the Services Agreement; (C) the License Agreement, and (D) the Award Agreement, each of which shall be in form and substance acceptable to the parties thereto; (v) lien release letters executed by the holders of all Liens on the Assets, other than Permitted Liens, in form and substance reasonably satisfactory in all material respects; andacceptable to Purchaser; (cvi) the Lock-Up Agreements. (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel a closing and Foreign Counsel, addressed to the Placement Agent and the Purchasersdisbursement schedule, in form and substance reasonably acceptable to the Placement Agent Parties, reflecting all payments and Purchasersdisbursements made at Closing (the “Closing Statement”), duly executed by Seller; (bvii) validly executed Domain Name assignments irrevocably transferring all rights in the Domain Names listed in Section 2.2(d) of the Seller Disclosure Schedule to Purchaser; and (viii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Sharesthis Agreement, divided duly executed by the Per Unit Purchase Price, registered in the name of such Purchaser;Seller. (c) for each At the Closing, unless waived in writing by Seller, in its sole and absolute discretion, Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered shall deliver or cause to be delivered the following to Seller: (i) the Purchase Price in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, accordance with an exercise price equal to $0.001, subject to adjustment as provided thereinSection 3.1; (d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (eii) a duly executed counterpart from Purchaser to each of (A) the Operating Agreement; (B) the Services Agreement; (C) the License Agreement; and delivered Officers’ Certificate(D) the Award Agreement, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent each of which shall be in form and substance reasonably satisfactory in all material respectsacceptable to the parties thereto; (giii) a duly executed certificate of the Secretary or other duly authorized officer of Purchaser, certifying as to and attaching (A) true and complete copies of all resolutions adopted by the board of directors, managers, members, or other governing body of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (B) the Final Prospectus (which may incumbency of the officers executing this Agreement or any other agreement executed and deliver in connection with transactions contemplated by this Agreement, and certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the other documents to be delivered in accordance with Rule 172 under the Securities Act). (h) the Common Warrants registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided thereinhereunder; (iiv) a copy of this Agreement, duly executed by Purchaser; and (v) a recent certificate from the Secretary of State or other appropriate official of Purchaser’s jurisdiction of formation to the effect that Purchaser is in good standing certificate of (or the Company as of a recent date; (jequivalent thereof) an a duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory to the Placement Agent and its counselsuch jurisdiction.

Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement (a) The closing of the Securities shall occur via transactions contemplated by this Agreement (the “Delivery Versus Payment” (“DVPClosing”) shall take place at the offices of DLA Piper LLP (i.e.US) in Phoenix, Arizona, at 10:00 a.m. Central Time on the date hereof, or at such other place or time and on such other date as may be mutually agreeable to the Parties. The date and time of the Closing are herein referred to as the “Closing Date”, and the Closing shall be effective as of 10:00 a.m. (Central Time) on the Closing DateDate (the “Effective Time”). The Parties may attend the Closing personally, via facsimile, via electronic mail or via telephone conference. (b) At the Closing, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securitiesdeliver, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (a) The Company shall deliver or cause to be delivered the followingdelivered, to Buyer: (i) on the date hereof:Company’s duly executed counterpart to the ▇▇▇▇ of Sale and Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale/Assignment”); (aii) this Agreement Parent’s duly executed counterpart to a trademark assignment substantially in the form attached hereto as Exhibit B (the “Trademark Assignment”); (iii) evidence of the filing of a certificate of amendment to the Company’s certificate of incorporation to change the name of the Company to a name that does not contain the phrase “Fresh Frozen”; (iv) with respect to the conveyance of the Owned Real Property, (1) the duly executed and acknowledged special warranty deeds conveying good and marketable title to the Owned Real Property subject only to Permitted Encumbrances; (2) all instruments and documents reasonably required by the Title Company to issue an ALTA Owner’s (Extended Coverage) Title Policy for each parcel of Owned Real Property taking exception solely to Permitted Encumbrances; (3) an affidavit, executed by the Company; , pursuant to Section 1445(b)(2) of the Code on which Buyer is entitled to rely, that the Company is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (b4) a cold comfort letter from settlement statement approved by the CompanyCompany and Buyer; (5) an owner’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; and (c) the Lock-Up Agreements. (ii) on or prior to the Closing Date: (a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, affidavit in form and substance reasonably acceptable to the Placement Agent Company and Purchasersthe Title Company; and (6) all other documents which are customary or may be reasonably necessary or required (including payoff letters and satisfactions of mortgage(s)) and other terminations/releases related thereto) to convey title to the Owned Real Property to Buyer or to further consummate the sale of the Owned Real Property subject only to Permitted Encumbrances; (bv) a copy delivery of all notices and copies of all consents required to be obtained by the Company in connection with the execution and delivery of this Agreement and the consummation of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver transactions contemplated hereby listed on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such PurchaserAnnex G; (cvi) for pay-off letters from each Purchaser of Pre-Funded Warrants▇▇▇▇▇ Fargo Bank, a Pre-Funded Warrant registered National Association and BSP Agency, LLC (the “Secured Lenders”) in forms reasonably acceptable to Buyer and such Secured Lenders providing for, upon the name payment of amounts required to be paid by the Secured Lenders under the applicable credit facilities, such Purchaser amounts owed by the Company to purchase up to a number each of Common Shares equal the Secured Lenders at Closing, the termination of all security interests held by the Secured Lenders with respect to the portion Purchased Assets (including the authorization of such Purchaserthe filing of all necessary UCC-3 termination statements and other necessary documentation in connection with the termination of each of the Secured Lender’s Subscription Amount applicable to Pre-Funded Warrants divided security interests), executed by each of the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided thereinSecured Lenders; (dvii) warehouse receipts from and evidence of payment in full of all amounts owed by the Company shall have provided each Purchaser with to Americold, ▇▇▇▇▇▇ Cold Storage, LLC and Gainsville Freezer, LP as of the Closing; (viii) Parent’s duly executed counterparts to a Policy Transfer Agreement substantially in the form attached hereto Exhibit C (the “Policy Transfer Agreement”), to effect the transfer of the Company’s wire instructionsflood insurance policy (Assurant Specialty Property) for its Thomasville, on Georgia property to Buyer; (ix) a certificate of the Secretary of the Company letterhead certifying, as complete and accurate as of the Closing: (A) the certificate of incorporation and all amendments thereto of the Company, duly certified and dated within ten (10) calendar days prior to Closing by the Secretary of State of Delaware, (B) the attached copies of the bylaws of the Company, (C) the resolutions or actions of the Company’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (D) the incumbency of the officers of the Company executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby, and (E) certificates as to the good standing of the Company dated within five (5) business days prior to Closing, executed by the Chief Executive Officer appropriate officials of the jurisdiction of the Company’s incorporation and each jurisdiction in which the Company is licensed or Chief Financial Officerqualified to do business as a foreign corporation; (ex) a duly executed such other deeds, bills of sale, assignments, certificates of title, documents and delivered Officers’ Certificateother instruments of transfer and conveyance as may be reasonably requested by Buyer, in customary form reasonably satisfactory to the Placement Agent and its counsel; (f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent each in form and substance reasonably satisfactory in all material respects;to Company and Buyer and their respective counsel and executed by the Company; and (gxi) the Final Prospectus (which may all other documents required to be delivered in accordance with Rule 172 under by the Securities Act)Company on or prior to the Closing Date pursuant to this Agreement. (hc) At the Common Warrants registered in Closing, Buyer shall deliver, or cause to be delivered, to the name of such Purchaser to purchase up to a number of Common Shares equal to 100.0% of the sum of the number of Common Shares and Pre-Funded Warrants stated on such Purchaser’s signature page hereto, each with an exercise price equal to $[●], subject to adjustment as provided therein;Company: (i) a good standing certificate Buyer’s duly executed counterpart to the ▇▇▇▇ of the Company as of a recent dateSale/Assignment; (jii) an a Buyer’s duly executed and delivered Secretary’s Certificate, in customary form reasonably satisfactory counterpart to the Placement Agent and its counselTrademark Assignment; (iii) the Cash Purchase Price as provided by Section 2.3(a); and (iv) all other documents required to be delivered by Buyer on or prior to the Closing Date pursuant to this Agreement.