Common use of Closing; Delivery Clause in Contracts

Closing; Delivery. The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. The initial purchase closing (the “Initial Closing,” and sale each of the shares Initial Closing and Additional Closings, a “Closing”) of Series Seed Preferred Stock hereunder the sale and purchase of the Notes shall take place remotely via the exchange of documents and signatures on signatures, if at all, at such time as each of the conditions described in Section 4 hereof has been satisfied in full or waived by the Majority Holders (as defined below); provided, however, that the Agreement Date has not terminated prior to such date pursuant to Section 8 hereof. The Company shall provide written notice (which may be via email) to the Investors (the “Expected Satisfaction Notice”) that the Company reasonably expects all conditions set forth in Section 4 herein to have been satisfied on or before a date specified in the subsequent notice (the “Scheduled Funding Date”) that is not less than two (2) business days from the date on which one or more Purchasers execute counterpart signature pages the Expected Satisfaction Notice is delivered to this Agreement the Investor, which Expected Satisfaction Notice shall contain (i) such Scheduled Funding Date and deliver (ii) the wire instructions for the payment of the Investor’s Purchase Price to an account specified by the Company. As soon as practicable following the satisfaction in full (or waiver thereof by the Majority Holders) of the conditions described in Section 4, the Company shall provide a subsequent written notice (which date is referred may be via email) to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing Investors (the “Additional Closing PeriodFunding Notice”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any which Funding Notice shall specify that payment of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell Investor’s Purchase Price to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold an account specified by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement is due as of the date of such Funding Notice; provided that, neither the applicable Additional Closing. Promptly following each Closing, if required by Scheduled Funding Date nor the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment date of the Purchase Price therefor by check payable to Funding Notice shall be a date earlier than the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness date of the Company Acceptance Time (as defined in the Merger Agreement), and the date of the Funding Notice shall not be later than the date of the Acceptance Time. The Investors hereby agree that (i) neither the delivery of the Expected Satisfaction Notice nor the Funding Notice shall be a condition to Purchaser or by any combination of such methodsClosing and (ii) the Expected Satisfaction Notice and the Funding Notice shall only be delivered to Investors in connection with the Initial Closing.

Closing; Delivery. (a) The initial closing of the purchase and sale of the shares of Series Seed Preferred Stock hereunder Shares (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures signatures, on the Agreement Date November 24, 2015, or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement at such other time and deliver the Purchase Price to place as the Company (which date and the Purchasers mutually agree upon in writing. In the event there is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”)more than one closing, the Company may, at one or more additional closings (each an term “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell shall apply to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following closing unless otherwise specified. (b) At each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock Shares being purchased by such Purchaser at such Closing against payment of the Purchase Price purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser Purchaser, including interest, or by any combination of such methods. (c) After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to that number of additional shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series A Preferred Stock as is authorized by the Restated Charter less the number of shares of Series A Preferred Stock authorized by the Restated Charter (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”), provided that (i) such subsequent sale is consummated prior to 90 days after the Initial Closing (the “Offering End Date”) (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined below) by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares. (d) Notwithstanding the foregoing, the parties hereby agree that all additional sales of Series A Preferred Stock shall be completed no later than the Offering End Date. In the event that any authorized shares of Series A Preferred Stock have not been sold through additional sales on or before the Offering End Date, then on or before March 15, 2016, the parties agree that they shall take all reasonable and necessary steps to cause the Restated Charter to be amended to reduce the number of authorized shares of Series A Preferred Stock to the number of shares of Series A Preferred Stock then outstanding, and reduce the number of shares of Preferred Stock by a like amount.

Closing; Delivery. 1.2.1 The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). . 1.2.2 At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. . 1.2.3 Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. 1.2.1. The initial purchase and sale of the shares of Series Seed Preferred CF Common Class B Stock hereunder shall take place remotely via the exchange of electronic or physical documents and signatures on at the Agreement Date or the subsequent date Closing on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price Amount to the Company as set forth herein, and Compa- ny accepts Purchaser’s subscriptions (which date is referred to herein as the “Initial Closing”). 1.2.2. At any time and from time to time during the ninety (90) day period immediately following the Initial Closing up until the Offering End Date (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial ClosingClos- ing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers Pur- chasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded a dollar amount up to the next whole share (Maximum Raise Amount less the “Total Shares Authorized for Sale”) less Purchase Price multiplied by the number of shares of Series Seed Preferred Se- ▇▇▇▇ ▇▇ Common Class B Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already al- ready Purchasers under this Agreement. The Company and each of the New Purchasers purchasing purchas- ing shares of Series Seed Preferred CF Common Class B Stock at each Additional Closing will execute counterpart counter- part signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. 1.2.3. Promptly following Upon each successful Closing, if required by the CompanyEscrow Agent shall release each Pur- chaser’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable funds to the Company, by wire transfer to a bank account designated by provided the Target Minimum has been met on or before the Of- fering End Date in the Regulation CF offering. Each Purchaser shall receive notice of the digital entry of the number of shares of Series CF Common Class B Stock on the books and records of the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. (a) The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder Shares shall take place remotely via the exchange of documents and signatures signatures, at 10:00 a.m., New York time, on (i) if the Agreement Date IPO is consummated on or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price prior to the date that is 365 days after the date hereof (the “Outside Date”), the date of the closing of the IPO pursuant to the Registration Statement or at such other time and place as the Company and the Purchaser mutually agree upon in writing (the “Concurrent Private Placement”) or (ii) if the IPO has not occurred on or prior to the Outside Date but the Sufficient Funding Event has occurred on or prior to the Outside Date, the date that is five Business Days after the Outside Date (provided that the Company shall have provided notice to the Purchaser of its intention to consummate the Alternative Private Placement at least 30 days prior to such consummation) or at such other time and place as the Company and the Purchaser mutually agree upon in writing (the “Alternative Private Placement”) (which date is referred to herein time and place, in either case, are designated as the “Initial Closing”). (b) At the Closing, each of the Company and the Purchaser shall deliver executed copies of each of the documents required to be delivered by such party upon Closing in accordance with Sections 4 and 5. At any time In the case of the Alternative Private Placement, the Purchaser shall deliver executed copies of such other documents as the Company and from time the Purchaser may reasonably agree in connection therewith (including an agreement containing reasonable and customary drag-along rights, tag-along rights and transfer restrictions with respect to time during the ninety Shares and customary minority shareholder rights in favor of the Purchaser reasonably acceptable to the Company). (90c) day period immediately following On the Initial date of Closing (the “Additional Closing PeriodDate”), the Company may, at one Purchaser shall deposit an amount in cash of not less than $30,000,000 or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors than $50,000,000 (the “New Purchasers”)amount so deposited, at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for SaleInvestment Amount”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing by the Company. (d) At the Closing, by cancellation and subject to the terms and conditions hereof, the Company will deliver or conversion of indebtedness cause to be delivered the Shares representing the Purchaser’s interest in the Company in certificated form or registered in book-entry form. Notwithstanding anything to the contrary herein, in the case of the Company to Purchaser Concurrent Private Placement, if the shares of common stock issued in the IPO are issued by a parent or subsidiary of the Company, the Shares shall also be issued by any combination of such methodsentity.

Closing; Delivery. (a) The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder Notes and Warrants shall take place either remotely via the exchange of documents and signatures or at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. on the Agreement Date date above first written or at such other date and time or such other place as the subsequent Company and Investors who have agreed to purchase a majority of the aggregate principal Notes listed on Exhibit A mutually agree, orally or in writing (which time and place are designated as the "Initial Closing"). The date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to Initial Closing occurs is the Company "Initial Closing Date." (which date is referred to herein as the “Initial Closing”). b) At any time and or from time to time during on or before the ninety (90) 30th day period immediately following the Initial Closing (the “each such date, an "Additional Closing Period”Date"), the Company maymay sell Notes and Warrants to certain existing stockholders of the Company in accordance with the purchase rights granted to such stockholders in the Investors' Rights Agreement among the Company and the investor signatories thereto. The Company will provide notice of the sale of the Notes and Warrants to all Investors under the Investors' Rights Agreement in accordance with Section 4.1(e) thereof as promptly as possible, but no later than three days after the Initial Closing Date. All such sales made to any Investor who complies with the notice requirement of Section 4.1(e) of the Investors' Rights Agreement at one or more any additional closings (each an “"Additional Closing” ") shall be made on the same terms and together with conditions set forth in this Agreement, except that the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any representations and warranties of the Purchasers Company set forth in Section 2 hereof (and the Disclosure Schedule) shall speak as of the Initial Closing or Date, and the representations and warranties of the additional purchasers in Section 3 hereof shall speak as of such Additional Closing Date on which they purchase Notes. (c) Any Notes and Warrants sold pursuant to Section 1.3(b) shall be deemed to be "Notes" and "Warrants," as applicable, for all purposes under this Agreement, any prior Additional Closingpurchasers thereof shall be deemed to be "Investors" for all purposes under this Agreement, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold in each case without any further action by the Company at parties hereto. Each of the Initial Closing and any prior Additional Closings. New Purchasers Closings may include persons or entities who are already Purchasers under this Agreement. The Company hereinafter be separately referred to as a "Closing," and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at Initial Closing Date and any Additional Closing Date may hereinafter be separately referred to as a "Closing Date." (d) At each Additional Closing Closing, each purchaser who agrees to purchase Notes and Warrants will execute counterpart signature pages a Joinder Agreement, pursuant to this Agreement and each New Purchaser will, upon delivery by which such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser purchaser agrees to the Company, become a party to, hereto as an Investor hereunder and bound by, this Agreement to be subject to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing terms and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following conditions hereof. (e) At each Closing, if required by the Company’s governing documents, the Company shall deliver issue to each Purchaser participating in such Closing a certificate representing Investor the shares of Series Seed Preferred Stock Note and Warrant being purchased by such Purchaser Investor at such Closing against payment of the Purchase Price therefor by check payable to the Company, Company or by wire transfer to a bank account designated by the Company. jVen Capital, by cancellation or conversion LLC ("jVen"), in its sole discretion, may tender to the Company principal and interest due to jVen under that certain Secured Demand Note in the principal amount of indebtedness of $300,000 from the Company to Purchaser or by jVen, dated as of January 22, 2015, as partial satisfaction of payment of the Purchase Price of any combination of such methodsNotes and Warrants that jVen purchases hereunder.

Closing; Delivery. The initial 1.2.1 Theinitial purchase and sale of the shares of Series Seed D Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). . 1.2.2 At any time and from time to time during the ninety sixty (9060) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed D Preferred Stock that is equal to that number of shares of Series Seed D Preferred Stock equal to the quotient of (x) Total Series Seed D Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed D Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed D Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. . 1.2.3 Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed D Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. The initial purchase and sale closing of the shares of Series Seed Preferred Stock hereunder transaction contemplated by this Agreement shall take place remotely via at the exchange offices of documents S▇▇▇▇▇▇▇▇ Y▇▇▇▇ C▇▇▇▇▇▇ & R▇▇▇▇, A Professional Corporation, 4▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., on October 24, 2017, or at such other time and signatures on place as the Agreement Date Corporation and VB mutually agree upon, orally or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company in writing (which date is referred to herein time and place are designated as the “Initial Closing”). At any time the Closing, the Corporation shall deliver to VB (in the same proportions, as between Kona Holdings I LLC and from time to time during Kona Holdings II LLC, as established on Exhibit A attached hereto) certificates representing the ninety (90) day period immediately following 1,554.26 shares of Series A Preferred Stock of the Initial Closing Corporation being issued, sold and purchased (the “Additional Closing PeriodStock”), and the Company maySales Shortfall Warrant, at one or more additional closings (each an “Additional Closing” the Pre-Wired Warrant #1, the Pre-Wired Warrant #2, the Existing Derivative Securities Warrant #1, the Existing Derivative Securities Warrant #2, the Existing Derivative Securities Warrant #3, the Existing Derivative Securities Warrant #4, the Existing Derivative Securities Warrant #5, the Existing Derivative Securities Warrant #6, the Existing Derivative Securities Warrant #7, the Existing Derivative Securities Warrant #8, the Existing Derivative Securities Warrant #9, the Existing Derivative Securities Warrant #10, the Existing Derivative Securities Warrant #11, the Existing Derivative Securities Warrant #12, the Existing Derivative Securities Warrant #13, the Existing Derivative Securities Warrant #14 and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party toExisting Derivative Securities Warrant #15, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company in addition shall deliver to each Purchaser participating in such Closing a certificate representing Kona Holdings I LLC the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing Venice Brands Warrant, all against payment of an aggregate of $2,200,000 (in the Purchase Price therefor same proportions, as between Kona Holdings I LLC and Kona Holdings II LLC, as established on Exhibit A attached hereto) by check automatic conversion of bridge note owed by the Corporation, by checks payable to the Company, Corporation or by wire transfer transfers to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methodsCorporation.

Closing; Delivery. 1.2.1 The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the ““ Initial Closing”). . 1.2.2 At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the ““ New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Closing.‌ 1.2.3 Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. 1.2.1 The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). . 1.2.2 At any time and from time to time during the ninety one hundred twenty (90120) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) ), less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. . 1.2.3 Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the aggregate Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. 1.2.1 The initial purchase and sale of the shares of Series Seed A Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). . 1.2.2 At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”)Closing, the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of 128,526,931 shares of Series Seed A Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed A Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities Persons who are already Purchasers under this Agreement. The Company and each Each of the New Purchasers purchasing shares of Series Seed A Preferred Stock at each an Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the applicable Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each Closing. Each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. . 1.2.3 Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed A Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness indebtedness, collateral or other convertible securities of the Company to Purchaser or by any combination of such methods. Such certificate(s) may be delivered electronically (e.g., through Carta or a similar platform).

Closing; Delivery. (a) The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via at the exchange offices of documents Venture Law Group, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., on April 30, 1999, or at such other time and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to place as the Company and the Purchasers mutually agree upon, orally or in writing (which date is referred to herein time and place are designated as the “Initial "Closing”"). ------- (b) At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing thereby against payment of the Purchase Price purchase price therefor by check payable to the Company, by wire transfer to a the Company's bank account designated or by cancellation of indebtedness, or any combination thereof. (c) If the full number of the authorized shares of Series C Preferred Stock of the Company is not sold at the Closing, the Company shall have the right, at any time prior to June 30, 1999, to sell the remaining authorized but unissued shares of Series C Preferred Stock to one or more additional purchasers as determined by the Company, by cancellation or conversion to any Purchaser hereunder who wishes to acquire additional shares of indebtedness Series C Preferred Stock at the price and on the terms set forth herein, provided that any such additional purchaser shall be required to execute an Addendum Agreement substantially in the form attached hereto as Exhibit G. The parties hereto agree that any --------- additional purchaser so acquiring shares of Series C Preferred Stock shall be considered a "Purchaser" for purposes of this Agreement and an "Investor" for purposes of each of the Amended and Restated Investors' Rights Agreement of event date herewith by and among the Company to Purchaser or and the Investors listed on Exhibit A thereto (the "Investors' Rights Agreement"), the Amended and --------- --------------------------- Restated Right of First Refusal and Co-Sale Agreement of even date herewith by and among the Company and the Investors listed on Exhibit A thereto (the "Co- --------- --- Sale Agreement") and the Amended and Restated Voting Agreement of event date -------------- herewith by and among the Company and the Investors listed on Exhibit A thereto --------- (the "Voting Agreement") and any combination Series C Preferred Stock so acquired by such ---------------- additional purchaser shall be considered "Stock" for purposes of this Agreement and all other agreements contemplated hereby and shall be considered "Registrable Securities" for all purposes, and each such methodsadditional purchaser shall be considered a "Holder" for all purposes, of the Investors' Rights Agreement.

Closing; Delivery. (a) The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via at the exchange offices of documents Venture Law Group, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., on December ___, 1999, or at such other time and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to place as the Company and the Purchasers mutually agree upon, orally or in writing (which date is referred to herein time and place are designated as the “Initial "Closing”"). ------- (b) At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing thereby against payment of the Purchase Price purchase price therefor by check payable to the Company, by wire transfer to a the Company's bank account designated or by cancellation of indebtedness, or any combination thereof. (c) If the full number of the authorized shares of Series D Preferred Stock of the Company is not sold at the Closing, the Company shall have the right, at any time prior to December 31, 1999, to sell additional shares of Series D Preferred Stock to one or more additional purchasers as determined by the Company, by cancellation or conversion of indebtedness such additional purchasers to be reasonably acceptable to a majority in interest of the Purchasers, at the price and on the terms set forth herein, provided that any such additional purchaser shall be required to execute an Addendum Agreement substantially in the form attached hereto as Exhibit H. --------- The parties hereto agree that any additional purchaser so acquiring shares of Series D Preferred Stock shall be considered a "Purchaser" for purposes of this Agreement and an "Investor" for purposes of each of the Amended and Restated Investors' Rights Agreement of event date herewith by and among the Company and the Investors listed on Exhibit A thereto (the "Investors' Rights Agreement"), --------- --------------------------- the Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith by and among the Company and the Investors listed on Exhibit A --------- thereto (the "Co-Sale Agreement") and the Amended and Restated Voting Agreement ----------------- of event date herewith by and among the Company and the Investors listed on Exhibit A thereto (the "Voting Agreement") and any Series D Preferred Stock so --------- ---------------- acquired by such additional purchaser shall be considered "Stock" for purposes of this Agreement and all other agreements contemplated hereby and shall be considered "Registrable Securities" for all purposes, and each such additional purchaser shall be considered a "Holder" for all purposes, of the Investors' Rights Agreement. After December 31, 1999, the Company agrees not to Purchaser or sell any additional shares of Series D Preferred Stock without the consent of a majority of the Series D Preferred Stock held by any combination of such methodsthe Purchasers.

Closing; Delivery. The (a) Subject to the terms and conditions set forth in this Agreement being satisfied, the initial purchase and sale closing of the shares of Series Seed Preferred Stock hereunder Transaction shall take place remotely via at the exchange offices of documents Paul, Weiss, Wharton, Rifkind & Garrison LLP, 1285 Avenue o▇ ▇▇e Americas, New York, NY, 10019-▇▇▇▇, ▇t 10:00 ▇.▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ly with the execution and signatures on delivery of this Agreement (which time and place are designated as the Agreement Date or "INITIAL CLOSING"). At the subsequent date on which Initial Closing, the Company shall issue and deliver to the Purchaser 173,334 shares of Preferred Stock and a Warrant initially exercisable for 126,759 shares of Common Stock, and the Purchaser shall deliver to the Company the Applicable Purchase Price in an aggregate amount equal to Thirteen Million and Fifty Dollars ($13,000,050.00). (b) Subsequent to the Initial Closing, the Purchaser shall at one or more Purchasers execute counterpart signature pages subsequent Closings (each, a "SUBSEQUENT CLOSING") be required to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and purchase from time to time during additional shares of Preferred Stock and a corresponding number of Warrant Strips; PROVIDED, HOWEVER, that in no event shall the ninety (90) day period immediately following Purchaser be required to purchase more than 525,334 Shares of Preferred Stock in the aggregate; PROVIDED, FURTHER, that in no event shall any Subsequent Closing occur after July 31, 2007. The purchase price for any Shares of Preferred Stock acquired subsequent to the Initial Closing shall be equal to the Applicable Purchase Price. At least five (the “Additional Closing Period”)5) Business Days prior to each Subsequent Closing, the Company mayshall provide the Purchaser with written notice certifying that a Seller's Closing Notice (as defined in the Gristedes Agreement) has been received pursuant to the Gristedes Agreement and, based on the number of locations to be transferred pursuant to the Gristedes Agreement in connection with the delivery of such Seller's Closing Notice, specifying the number of Shares of Preferred Stock and the corresponding number of Warrant Strips to be issued and purchased at one or more additional closings such Subsequent Closing and the amount of the Applicable Purchase Price. (c) At each an “Additional Closing” and together with , including but not limited to the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each the Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock Shares being purchased by such the Purchaser at such Closing against payment of and the Purchaser shall deliver to the Company the Applicable Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by of immediately available U.S. funds for the Company, by cancellation or conversion of indebtedness full amount of the Company to Purchaser or by any combination of such methodsApplicable Purchase Price.

Closing; Delivery. a. The initial purchase and sale closing under this Agreement shall occur upon delivery of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart executed signature pages to this Agreement and deliver the Purchase Price all other documents, instruments and writings required to be delivered pursuant to this Agreement as provided in Sections 2(b) and 2(c) to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing offices of Winston & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of at such other time and place on such date as the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors Seller may agree upon (the “New PurchasersClosing Date”). b. Following the execution of this Agreement, at (i) the Seller will deliver to the Company’s transfer agent (A) the certificate representing the Shares together with all executed stock power and assignment documents which may be relevant in order to effectuate the transfer of the Shares to the Purchasers and (B) an opinion of counsel, in agreed form, addressed to ▇▇▇▇ and the Purchasers that the sale and transfer of the Shares pursuant to this Agreement to the Purchasers shall not require registration under applicable securities laws and (ii) each Purchaser will deliver to the Escrow Agent (as defined in that certain Escrow Agreement, dated as of the date hereof, by and among ▇▇▇▇, Seller and the Escrow Agent (the “Escrow Agreement”)), for deposit and disbursement in accordance with the Escrow Agreement, by wire transfer of immediately available funds to such accounts as designated by the Escrow Agent, a per share purchase price United States dollar amount equal to the Purchase Price, up to that number product of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less Price multiplied by the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by Shares set forth on such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery hereto. c. At the Closing, (i) the Seller will deliver, or cause to be delivered, to each Purchaser a facsimile copy of the Purchase Price by such New Purchaser to the Company, become a party to, certificate (in each case duly executed and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required dated by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate ) representing the shares of Series Seed Preferred Stock Shares being purchased by such Purchaser at in the name of each such Closing against payment Purchaser and (ii) the Escrow Agent will deliver to the Seller, by wire transfer of immediately available funds to such accounts as designated by the Seller, a United States dollar amount equal to the product of the Purchase Price therefor by check (minus fees payable to the Company▇▇▇▇ in accordance with Section 1), by wire transfer to a bank account designated multiplied by the Company, by cancellation or conversion aggregate number of indebtedness of Shares sold to Purchasers hereunder (the Company to Purchaser or by any combination of such methods“Sale Amount”).

Closing; Delivery. 1.2.1. The initial purchase and sale of the shares of Series Seed CF Preferred Stock hereunder shall take place remotely via the exchange of electronic or physical documents and signatures on at the Agreement Date or the subsequent date Closing on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price Amount to the Company as set forth herein, and Company accepts Purchaser’s subscriptions (which date is referred to herein as the “Initial Closing”). 1.2.2. At any time and from time to time during the ninety (90) day period immediately following the Initial Closing up until the Offering End Date (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial ClosingClos- ing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers Pur- chasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded a dollar amount up to the next whole share (Maximum Raise Amount less the “Total Shares Authorized for Sale”) less Purchase Price multiplied by the number of shares of Series Seed Se- ▇▇▇▇ ▇▇ Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers Pur- chasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed CF Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance accep- tance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. 1.2.3. Promptly following Upon each successful Closing, if required by the CompanyEscrow Agent shall release each Pur- chaser’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable funds to the Company, by wire transfer to a bank account designated by provided the Company, by cancellation Target Minimum has been met on or conversion of indebtedness before the Of- fering End Date in the Regulation CF offering. Each Purchaser shall receive notice of the Company to Purchaser or by any combination digital entry of such methodsthe number of shares of Series CF Preferred Stock on the books and records of the Com- pany.

Closing; Delivery. (a) The initial purchase and sale of the shares Purchased Equity and the consummation of Series Seed Preferred Stock hereunder the Transactions shall take place remotely via the exchange of documents and signatures on the Agreement Date February 28, 2025, or the subsequent date on which one at such other time or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to place as the Company and the Purchaser may mutually agree upon in writing (which date is referred to herein as including via e-mail) (such event, the “Initial Closing” and such date, the “Closing Date”). At On January 2, 2026, the Company shall issue to the Purchaser the number of Tranche A Warrants, Tranche B Warrants and Tranche C Warrants set forth on Schedule A-1; provided, that if, on or prior to December 31, 2025, the Company has redeemed any time and from time to time during of the ninety (90) day period immediately following the Initial Closing Preferred Shares (the aggregate Original Liquidation Preference (as defined in the Certificate of Designation) of the Preferred Shares redeemed by the Company, the “Additional Closing PeriodEarly Redemption Amount”), then the Company mayaggregate number of additional Tranche A Warrants, at one or more additional closings (each an “Additional Closing” Tranche B Warrants and together with Tranche C Warrants to be issued to the Initial Closing, each, Purchaser pursuant hereto and to NL Monarch Holdings II LLC pursuant to the ▇▇▇▇ Purchase Agreement shall be reduced pro rata by a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price percentage equal to (i) the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Early Redemption Amount divided by (yii) 50,000,000. For the avoidance of doubt, if the Early Redemption Amount equals $50,000,000, then the aggregate number of additional Tranche A Warrants, Tranche B Warrants and Tranche C Warrants to be issued to the Purchaser pursuant hereto and to NL Monarch Holdings II LLC pursuant to the ▇▇▇▇ Purchase Agreement shall be reduced by 100% and no additional Tranche A Warrants, Tranche B Warrants or Tranche C Warrants shall be issued to the Purchaser. (b) At the Closing, the Company shall pay (or cause to be paid) to the Purchaser a closing fee equal to $5,250,000 (the “Closing Fee”) by wire transfer of immediately available funds to an account designated by the Purchaser in writing. (c) At or before the Closing, the Purchaser shall deliver or cause to be delivered to the Company each of the following: (i) the Purchase PricePrice set forth on Schedule A for the Preferred Shares and Warrants being purchased by the Purchaser at the Closing in accordance with Section 2.1(b); (ii) a completed and duly executed IRS Form W-9 or the applicable IRS Form W-8 (including all applicable attachments); and (iii) executed Tranche A Warrants, rounded up Tranche B Warrants and Tranche C Warrants, substantially in the forms of Exhibits B-1, B-2 and B-3, as applicable, in respect of the Warrants acquired by the Purchaser at the Closing; (d) At or before the Closing, the Company shall deliver or cause to be delivered to the next whole share Purchaser each of the following: (i) executed Tranche A Warrants, Tranche B Warrants and Tranche C Warrants, substantially in the “Total Shares Authorized for Sale”) less forms of Exhibits B-1, B-2 and B-3, as applicable, in respect of the number of shares of Series Seed Preferred Stock actually issued and sold Warrants acquired by the Company Purchaser at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Closing; (ii) an amendment to the Credit Agreement. The , substantially in the form of Exhibit E, duly executed by the Company and each of the New Purchasers purchasing shares Lenders (as such term is defined in the Credit Agreement); (iii) a certificate evidencing the incorporation and good standing of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance the Company issued by the Company Secretary of such New Purchaser’s signature page and delivery State of the Purchase Price by such New Purchaser State of Delaware, within fifteen (15) calendar days prior to the CompanyClosing Date; (iv) a certificate, become a party to, executed by the Secretary of the Company and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement dated as of the date hereof, certifying (A) that attached thereto is a true and complete copy of the resolutions or written consents of the Board approving the Certificate of Designation, this Agreement, each other Transaction Document and the Transactions, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, and (B) that attached thereto is a true and complete copy of the Sixth Amended and Restated Certificate of Incorporation of the Company and the Certificate of Designation, as filed with the Secretary of State of the State of Delaware, and that such documents have not been modified, rescinded or amended and are in full force and effect; (v) an IRS form W-9 (including all applicable Additional Closing. Promptly following each Closingattachments), if required duly executed by the Company’s governing documents; (vi) a customary legal opinion, executed by ▇▇▇▇▇▇▇▇, Lipton, ▇▇▇▇▇ & ▇▇▇▇, the Company’s outside counsel, dated as of the date hereof, and addressed to the Purchaser, as to the due authorization, valid issuance and exemption from registration of the Purchased Equity; (vii) a copy of the irrevocable instructions issued by the Company shall deliver to each Purchaser participating its transfer agent, and any subsequent transfer agent, in such Closing a certificate representing the shares form of Series Seed Preferred Stock being purchased Exhibit D attached hereto (the “Irrevocable Transfer Agent Instructions”), duly executed by such Purchaser at such Closing against payment of the Company; (viii) the Director Designation Agreement, duly executed by the Company; and (ix) the Director Indemnification Agreement, duly executed by the Company. (e) For U.S. federal income tax purposes, the parties hereto agree that the Purchase Price therefor less the Closing Fee be allocated among the Warrants and the Preferred Shares, in each case, issued at the Closing based on their respective fair market values as of the Closing (the “Closing Allocation”); provided, that, the fair market value of each Warrant shall be as set forth in Section 12(b) of such Warrant. The Closing Allocation shall be final and binding on the parties hereto, and, except as otherwise required by check payable to the Company, by wire transfer applicable law pursuant to a bank account designated by “final determination” within the Company, by cancellation or conversion meaning of indebtedness Section 1313 of the Code (or any similar provision of applicable state, local or non-U.S. tax law), neither the Company to nor the Purchaser shall take any position on any tax return or by in any combination of such methodstax dispute with any Governmental Authority inconsistent with the Closing Allocation.

Closing; Delivery. (a) The initial purchase and sale of the shares Purchased Equity and the consummation of Series Seed Preferred Stock hereunder the Transactions shall take place remotely via the exchange of documents and signatures on the Agreement Date February 28, 2025, or the subsequent date on which one at such other time or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to place as the Company and the Purchaser may mutually agree upon in writing (which date is referred to herein as including via e-mail) (such event, the “Initial Closing” and such date, the “Closing Date”). At On January 2, 2026, the Company shall issue to the Purchaser the number of Tranche A Warrants, Tranche B Warrants and Tranche C Warrants set forth on Schedule A-1; provided, that if, on or prior to December 31, 2025, the Company has redeemed any time and from time to time during of the ninety (90) day period immediately following the Initial Closing Preferred Shares (the aggregate Original Liquidation Preference (as defined in the Certificate of Designation) of the Preferred Shares redeemed by the Company, the “Additional Closing PeriodEarly Redemption Amount”), then the Company mayaggregate number of additional Tranche A Warrants, at one or more additional closings (each an “Additional Closing” Tranche B Warrants and together with Tranche C Warrants to be issued to the Initial Closing, each, Purchaser pursuant hereto and to NL Monarch Holdings LLC pursuant to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Purchase Agreement shall be reduced pro rata by a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price percentage equal to (i) the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Early Redemption Amount divided by (yii) 50,000,000. For the avoidance of doubt, if the Early Redemption Amount equals $50,000,000, then the aggregate number of additional Tranche A Warrants, Tranche B Warrants and Tranche C Warrants to be issued to the Purchaser pursuant hereto and to NL Monarch Holdings LLC pursuant to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Purchase Agreement shall be reduced by 100% and no additional Tranche A Warrants, Tranche B Warrants or Tranche C Warrants shall be issued to the Purchaser. (b) At the Closing, the Company shall pay (or cause to be paid) to the Purchaser a closing fee equal to $5,250,000 (the “Closing Fee”) by wire transfer of immediately available funds to an account designated by the Purchaser in writing. (c) At or before the Closing, the Purchaser shall deliver or cause to be delivered to the Company each of the following: (i) the Purchase PricePrice set forth on Schedule A for the Preferred Shares and Warrants being purchased by the Purchaser at the Closing in accordance with Section 2.1(b); (ii) a completed and duly executed IRS Form W-9 or the applicable IRS Form W-8 (including all applicable attachments); and (iii) executed Tranche A Warrants, rounded up Tranche B Warrants and Tranche C Warrants, substantially in the forms of Exhibits B-1, B-2 and B-3, as applicable, in respect of the Warrants acquired by the Purchaser at the Closing; (d) At or before the Closing, the Company shall deliver or cause to be delivered to the next whole share Purchaser each of the following: (i) executed Tranche A Warrants, Tranche B Warrants and Tranche C Warrants, substantially in the “Total Shares Authorized for Sale”) less forms of Exhibits B-1, B-2 and B-3, as applicable, in respect of the number of shares of Series Seed Preferred Stock actually issued and sold Warrants acquired by the Company Purchaser at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Closing; (ii) an amendment to the Credit Agreement. The , substantially in the form of Exhibit E, duly executed by the Company and each of the New Purchasers purchasing shares Lenders (as such term is defined in the Credit Agreement); (iii) a certificate evidencing the incorporation and good standing of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance the Company issued by the Company Secretary of such New Purchaser’s signature page and delivery State of the Purchase Price by such New Purchaser State of Delaware, within fifteen (15) calendar days prior to the CompanyClosing Date; (iv) a certificate, become a party to, executed by the Secretary of the Company and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement dated as of the date hereof, certifying (A) that attached thereto is a true and complete copy of the resolutions or written consents of the Board approving the Certificate of Designation, this Agreement, each other Transaction Document and the Transactions, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, and (B) that attached thereto is a true and complete copy of the Sixth Amended and Restated Certificate of Incorporation of the Company and the Certificate of Designation, as filed with the Secretary of State of the State of Delaware, and that such documents have not been modified, rescinded or amended and are in full force and effect; (v) an IRS form W-9 (including all applicable Additional Closing. Promptly following each Closingattachments), if required duly executed by the Company’s governing documents; (vi) a customary legal opinion, executed by ▇▇▇▇▇▇▇▇, Lipton, ▇▇▇▇▇ & ▇▇▇▇, the Company’s outside counsel, dated as of the date hereof, and addressed to the Purchaser, as to the due authorization, valid issuance and exemption from registration of the Purchased Equity; (vii) a copy of the irrevocable instructions issued by the Company shall deliver to each Purchaser participating its transfer agent, and any subsequent transfer agent, in such Closing a certificate representing the shares form of Series Seed Preferred Stock being purchased Exhibit D attached hereto (the “Irrevocable Transfer Agent Instructions”), duly executed by such Purchaser at such Closing against payment of the Company; (viii) the Director Designation Agreement, duly executed by the Company; and (ix) the Director Indemnification Agreement, duly executed by the Company. (e) For U.S. federal income tax purposes, the parties hereto agree that the Purchase Price therefor less the Closing Fee be allocated among the Warrants and the Preferred Shares, in each case, issued at the Closing based on their respective fair market values as of the Closing (the “Closing Allocation”); provided, that, the fair market value of each Warrant shall be as set forth in Section 12(b) of such Warrant. The Closing Allocation shall be final and binding on the parties hereto, and, except as otherwise required by check payable to the Company, by wire transfer applicable law pursuant to a bank account designated by “final determination” within the Company, by cancellation or conversion meaning of indebtedness Section 1313 of the Code (or any similar provision of applicable state, local or non-U.S. tax law), neither the Company to nor the Purchaser shall take any position on any tax return or by in any combination of such methodstax dispute with any Governmental Authority inconsistent with the Closing Allocation.

Closing; Delivery. The initial [initial] purchase and sale of the shares of Series Seed Preferred Stock hereunder Shares shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to of this Agreement or at such other time and deliver the Purchase Price to place as the Company and the Purchasers representing a majority of the Shares to be sold mutually agree upon, orally or in writing (which date is referred to herein time and place are designated as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, “the Closings” and each a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”) acceptable to the Company and ______ (the “Lead Investor”), at a the Price per share purchase price equal to the Purchase Priceshare, up to that number of shares of Series Seed Preferred Stock Shares that is equal to that the Maximum Shares less the aggregate number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at Closings prior to the Initial Closing and any prior Additional Closingsapplicable Closing. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock Shares at each Additional Closing will execute counterpart signature pages to this Agreement and each that certain agreement among the Company and the Purchasers dated as of the date of the Closing in the form of Exhibit D attached hereto (the “Investors’ Rights Agreement,” and together with this Agreement, the “Transaction Agreements”), and such New Purchaser Purchasers will, upon delivery by such New Purchaser and acceptance by to the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Companypages, become a party parties to, and bound by, this Agreement the Transaction Agreements, each to the same extent as if such New Purchaser they had been a Purchaser Purchasers at the Closing. At the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock Shares being purchased by such Purchaser at such the Closing against payment of the Purchase Price purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods. If payment is made by cancellation of indebtedness, the Purchaser shall also deliver to the Company any promissory note or other written instrument evidencing such indebtedness for cancellation, or if such promissory note or written instrument is not so surrendered, an affidavit of lost note in form and substance satisfactory to the Company and the Lead Investor. At each Closing, the Company shall deliver to each Purchaser a certificate of the Chief Executive Officer of the Company certifying that the representations and warranties of the Company are true and correct in all respects as of such Closing and shall deliver a management rights letter to each Purchaser who requires such letter. On or prior to the Initial Closing, the Company shall provide to the Preferred Board Designee (as defined in the Investors’ Rights Agreement) an indemnification agreement in form and substance satisfactory to such Preferred Board Designee and shall provide to counsel to the Lead Investor copies of a non-disclosure, non-competition and non-solicitation agreement executed by each of the Founders (as defined in the Investors’ Rights Agreement) and all other employees in form and substance satisfactory to the Lead Investor.

Closing; Delivery. The initial purchase and sale of the shares Sharesshares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement date ofAgreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement or at such other time and place as the Company and the Purchasers representing a majority of the Shares to be sold mutually agree upon, orally or in writing (which time and place are designatedand deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a the Pricea per share purchase price equal to the Purchase Price, up to that number of shares Shares that is equal to the total number of Shares authorized by the Restated Certificate less the number of Sharesshares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares Sharesshares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each that certain agreement among the Company and the Purchasers dated as of the date of the Closing in the form of Exhibit D attached hereto (the “Investors’ Rights Agreement,” and together with this Agreement, the “Transaction Agreements”), and such New Purchaserseach New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the CompanyCompany of such signature pages, become a partiesa party to, and bound by, this the Transaction Agreements, eachthis Agreement to the same extent as if such they had been Purchasers at thesuch New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly At the Closing andPromptly following each Additional Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares Sharesshares of Series Seed Preferred Stock being purchased by such Purchaser at the Closing and such Closing Additional Closing, as applicable, against payment of the Purchase purchase pricePurchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder Shares shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to of this Agreement or at such other time and deliver the Purchase Price to place as the Company and the Purchasers representing a majority of the Shares to be sold mutually agree upon, orally or in writing (which date is referred to herein time and place are designated as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional ClosingPurchasers, offer and sell to other investors (the “New Purchasers”), at a the Price per share purchase price equal to the Purchase Priceshare, up to that number of shares of Series Seed Preferred Stock Shares that is equal to that the total number of shares of Series Seed Preferred Stock equal to Shares authorized by the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) Restated Certificate less the number of shares of Series Seed Preferred Stock Shares actually issued and sold by the Company at the Initial Closing and any prior Additional ClosingsClosing. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock Shares at each Additional Closing will execute counterpart signature pages to this Agreement and each that certain agreement among the Company and the Purchasers dated as of the date of the Closing in the form of Exhibit D attached hereto (the “Investors’ Rights Agreement,” and together with this Agreement, the “Transaction Agreements”), and such New Purchaser Purchasers will, upon delivery by such New Purchaser and acceptance by to the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Companypages, become a party parties to, and bound by, this Agreement the Transaction Agreements, each to the same extent as if such New Purchaser they had been a Purchaser Purchasers at the Initial Closing. At the Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock Shares being purchased by such Purchaser at the Closing and such Closing Additional Closing, as applicable, against payment of the Purchase Price purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. The initial purchase and sale of (a) At the shares of Series Seed Preferred Stock hereunder Closing, in accordance with Section 1.1 hereof, Sellers shall take place remotely via deliver or cause to be delivered to Computershare Trust Company, N.A., the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing Company’s transfer agent (the “Additional Closing PeriodTransfer Agent”), or such other third party mutually agreeable to Sellers and Purchaser, the Company may, at one or more additional closings (each an “Additional Closing” and together with certificates representing the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Purchased Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of purchased on the date of the applicable Additional Closing. Promptly following each ClosingClosing Date, duly and validly endorsed or accompanied by stock powers duly and validly executed, containing fully and duly executed and, if required by the Transfer Agent, stamped medallion signature guarantees, sufficient to convey to the Purchaser good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. Such delivery will be made at such place as the parties mutually agree. At the election of Sellers, Sellers may, in lieu of delivering certificates representing the Purchased Shares to be sold hereby, cause its broker(s) to deliver the applicable Purchased Shares to Purchaser’s broker through the facilities of the Depository Trust Company’s governing documentsDWAC system. In the event of such an election, at or prior to the Closing Date, Purchaser shall deliver a letter to Sellers and Purchaser’s broker, in a form reasonably acceptable to Sellers, which letter shall include all necessary information for Seller and its brokers to deliver the Purchased Shares via DWAC, including the Purchaser’s broker name, DTC number, account number, phone number and number of Purchased Shares to be so transferred, instructing Purchaser’s broker to accept the DWAC. Upon consummation of this Agreement, the Company parties shall cause the Transfer Agent to issue a new stock certificate to the Sellers representing the balance of the Sellers’ unpurchased shares represented by certificates delivered by the Sellers, if any. (b) At the Closing, Purchaser shall deliver or cause to be delivered to each Purchaser participating in such Closing a certificate representing Seller the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Aggregate Purchase Price therefor by check payable to the Companybe paid to such Seller as set forth on Exhibit A attached hereto, by wire transfer of immediately available funds to a bank the account or accounts designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methodseach Seller in writing.

Closing; Delivery. (a) The initial purchase Company as notice agent for the Capital Stockholders shall, upon receiving the Exercise Notice, promptly notify the Capital Stockholders of same, and sale the Capital Stockholders shall within ten (10) days thereafter deliver to the Purchaser the certificates representing each of their Shares duly endorsed to Purchaser or with stock powers attached and duly executed to Purchaser which Purchaser shall hold in trust until Purchaser’s delivery to each of the Capital Stockholders of his respective number of the Company’s shares of Series Seed Preferred Stock hereunder shall take place remotely via common stock as payment of the exchange purchase price. (b) Shares of documents and signatures common stock of the Purchaser, par value $0.01 per share, to be delivered in payment upon exercise of the Options (“Purchaser Stock”) will be determined based on the Agreement Date or volume weighted average price of the subsequent date Purchaser’s common stock on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time Nasdaq during the ninety (90) 20 trading day period immediately following sessions ending on the Initial Closing (day that is five days preceding the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any date of the Purchasers in Exercise Notice. Provided Purchaser has timely received the Initial Closing or any prior Additional ClosingCapital Stockholders’ duly endorsed certificates and duly executed stock powers for all Shares, offer and sell Purchaser shall deliver to other investors (each of the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that Capital Stockholders his respective number of shares of Series Seed Preferred the Purchaser Stock within thirty (30) days after the date of the Exercise Notice. All certificates representing Purchaser Stock to be delivered in accordance with this subparagraph shall contain thereon legends providing that is equal to the Purchaser Stock may only be sold or otherwise transferred in compliance with the Securities Act, and further providing that number 25% of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred such Purchaser Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons not be offered, sold, pledged or entities who are already Purchasers under this Agreement. The Company and otherwise transferred on or before expiration of each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of following time periods: ninety (90) days following the date of issuance of such certificates, 180 days following the date of issuance of such certificates, 270 days following the date of issuance of such certificates and one year following the date of issuance of such certificates. Purchaser shall, upon expiration of the foregoing applicable Additional Closing. Promptly following each Closingtime periods, if required by facilitate removal of such legends as well as the Company’s governing documents, legend described in Section 2.13 upon satisfaction of the Company shall deliver to each Purchaser participating requirements set forth in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methodslegend.

Closing; Delivery. The initial purchase and sale closing of the shares of Series Seed Preferred Stock hereunder transaction contemplated by this Agreement shall take place remotely via at the exchange offices of documents ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, A Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., on October 24, 2017, or at such other time and signatures on place as the Agreement Date Corporation and VB mutually agree upon, orally or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company in writing (which date is referred to herein time and place are designated as the “Initial Closing”). At any time the Closing, the Corporation shall deliver to VB (in the same proportions, as between Kona Holdings I LLC and from time to time during Kona Holdings II LLC, as established on Exhibit A attached hereto) certificates representing the ninety (90) day period immediately following 1,554.26 shares of Series A Preferred Stock of the Initial Closing Corporation being issued, sold and purchased (the “Additional Closing PeriodStock”), and the Company maySales Shortfall Warrant, at one or more additional closings (each an “Additional Closing” the Pre-Wired Warrant #1, the Pre-Wired Warrant #2, the Existing Derivative Securities Warrant #1, the Existing Derivative Securities Warrant #2, the Existing Derivative Securities Warrant #3, the Existing Derivative Securities Warrant #4, the Existing Derivative Securities Warrant #5, the Existing Derivative Securities Warrant #6, the Existing Derivative Securities Warrant #7, the Existing Derivative Securities Warrant #8, the Existing Derivative Securities Warrant #9, the Existing Derivative Securities Warrant #10, the Existing Derivative Securities Warrant #11, the Existing Derivative Securities Warrant #12, the Existing Derivative Securities Warrant #13, the Existing Derivative Securities Warrant #14 and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party toExisting Derivative Securities Warrant #15, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company in addition shall deliver to each Purchaser participating in such Closing a certificate representing Kona Holdings I LLC the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing Venice Brands Warrant, all against payment of an aggregate of $2,200,000 (in the Purchase Price therefor same proportions, as between Kona Holdings I LLC and Kona Holdings II LLC, as established on Exhibit A attached hereto) by check automatic conversion of bridge note owed by the Corporation, by checks payable to the Company, Corporation or by wire transfer transfers to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methodsCorporation.

Closing; Delivery. The initial purchase and sale closing of the shares sale and issuance of Series Seed Preferred Stock hereunder the Notes shall take be held at the offices of GCA Law Partners LLP in Mountain View, California at 10:00 a.m. on May 22 2013 or at such other time and place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on upon which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company and the Investors who have agreed to purchase a majority of the aggregate principal amount of the Notes shall agree (which date is hereinafter referred to herein as the “Initial Closing”). At any time and from time to time during In the ninety (90) day period immediately event there is a closing or subsequent sale following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a the term “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell ” shall apply to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreementsuch subsequent sale. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of any Closing is referred to herein as the applicable Additional Closing. Promptly following respective “Closing Date.” At each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing Investor the shares of Series Seed Preferred Stock being Note to be purchased by such Purchaser at such Closing Investor against payment of the Purchase Price purchase price therefor by check or by wire transfer of immediately available funds made payable to the Company, by wire transfer to a bank account designated by order of the Company, by cancellation . The Company may sell up to the balance of the Notes not sold at the Initial Closing at one or conversion more additional closings on a date or dates not later than the date of indebtedness the Company’s first public filing of its Form S-1 with the Securities and Exchange Commission to (i) existing equity holders of the Company and to Purchaser (ii) one or more other additional purchasers acceptable to the Company at the price and on the terms set forth herein, provided that any such additional purchaser shall become a party to this Agreement and have the rights and obligations hereunder by any combination executing and delivering to the Company an additional counterpart signature page to this Agreement. The representations and warranties of such methodsadditional purchasers shall speak as of the date of such additional Closing. Any additional purchaser so acquiring Notes at any subsequent Closing shall be considered an “Investor” for purposes of this Agreement, and any Notes so acquired by such additional purchaser at any subsequent Closing shall be considered “Notes” for purposes of this Agreement and all other agreements contemplated hereby. Following any subsequent Closing, Exhibit A to this Agreement automatically shall be amended to add all Investors in such subsequent Closing.

Closing; Delivery. (a) The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via at the exchange offices of documents Venture Law Group, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., on June 5, 1998, or at such other time and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to place as the Company and the Purchasers mutually agree upon, orally or in writing (which date is referred to herein time and place are designated as the “Initial "Closing”"). ------- (b) At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing thereby against payment of the Purchase Price purchase price therefor by check payable to the Company, by wire transfer to a the Company's bank account designated or by cancellation of indebtedenss, or any combination thereof. (c) If the full number of the authorized shares of Series B Preferred Stock of the Company is not sold at the Closing, the Company shall have the right, at any time prior to August 21, 1998, to sell the remaining authorized but unissued shares of Series B Preferred Stock to one or more additional purchasers as determined by the Company, by cancellation or conversion to any Purchaser hereunder who wishes to acquire additional shares of indebtedness Series B Preferred Stock at the price and on the terms set forth herein, provided that any such additional purchaser shall be required to execute an Addendum Agreement substantially in the form attached hereto as Exhibit G. The parties hereto agree that any additional purchaser so acquiring shares of Series B Preferred Stock shall be considered a "Purchaser" for purposes of this Agreement and an "Investor" for purposes of each of the Investors' Rights Agreement of event date herewith by and among the Company to Purchaser or and the Investors listed on Exhibit ------- A thereto (the "Investors' Rights Agreement"),the Right of First Refusal and Co- - --------------------------- Sale Agreement of event date herewith by and among the Company and the Investors listed on Exhibit A thereto and the Voting Agreement of event date herewith by --------- and among the Company and the Investors listed on Exhibit A thereto and any combination --------- Series B Preferred Stock so acquired by such additional purchaser shall be considered "Stock" for purposes of this Agreement and all other agreements contemplated hereby and shall be considered "Registrable Securities" for all purposes, and each such methodsadditional purchaser shall be considered a "Holder" for all purposes, of the Investors' Rights Agreement.

Closing; Delivery. (a) The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via at the exchange offices of documents Venture Law Group, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., on August 6, 1999, or at such other time and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to place as the Company and the Purchasers mutually agree upon, orally or in writing (which date is referred to herein time and place are designated as the “Initial "Closing”"). ------- (b) At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing thereby against payment of the Purchase Price purchase price therefor by check payable to the Company, by wire transfer to a the Company's bank account designated by the Company, or by cancellation of indebtedness, or conversion any combination thereof. (c) If the full number of indebtedness the authorized shares of Series C Preferred Stock of the Company is not sold at the Closing, the Company shall have the right, at any time prior to Purchaser or August 24, 1999, to sell an additional 135,000 shares of Series C Preferred Stock to one additional purchasers as determined by the Company at the price and on the terms set forth herein, provided that any combination such additional purchaser shall be required to execute an Addendum Agreement substantially in the form attached hereto as Exhibit G. The --------- parties hereto agree that any additional purchaser so acquiring shares of Series C Preferred Stock shall be considered a "Purchaser" for purposes of this Agreement and an "Investor" for purposes of each of the Amended and Restated Investors' Rights Agreement of event date herewith by and among the Company and the Investors listed on Exhibit A thereto (the "Investors' Rights Agreement"), --------- --------------------------- the Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith by and among the Company and the Investors listed on Exhibit A --------- thereto (the "Co-Sale Agreement") and the Amended and Restated Voting Agreement ----------------- of event date herewith by and among the Company and the Investors listed on Exhibit A thereto (the "Voting Agreement") and any Series C Preferred Stock so --------- ---------------- acquired by such methodsadditional purchaser shall be considered "Stock" for purposes of this Agreement and all other agreements contemplated hereby and shall be considered "Registrable Securities" for all purposes, and each such additional purchaser shall be considered a "Holder" for all purposes, of the Investors' Rights Agreement.

Closing; Delivery. 1.2.1 The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder Shares shall take place remotely via the exchange of documents and signatures signatures, on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company hereof (which date is referred to herein time and place are designated as the (“Initial Closing”). At the Initial Closing, the Purchasers will purchase from the Company the total number of shares of Series Seed-1 Preferred Stock set forth opposite such Purchaser’s name on Exhibit A under “Initial Closing” and pay the purchase price therefor as set forth on Exhibit A, and the holders of SAFEs and Notes (each as herein below defined) shall receive shares of Series Seed-2 Preferred Stock, Series Seed-3 Preferred Stock, and/or Series Seed-4 Preferred Stock pursuant to Section 3.11. At the Initial Closing, each Purchaser shall become a party to this Agreement and the Voting Agreement attached hereto as Exhibit C (the “Voting Agreement”), by executing and delivering to the Company at the Initial Closing a counterpart signature page to this Agreement and the Voting Agreement. 1.2.2 At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, eachthe Company may sell, a “Closing”)remotely via the exchange of documents and signatures, on the same terms and conditions as those contained in this Agreement, without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Seed-1 Preferred Stock that is equal remain unsold at the Initial Closing and Additional Closings (the “Additional Shares”), to one or more Purchasers acceptable to the Company in its sole discretion (the “Additional Purchasers”) in additional closings (each, an “Additional Closing” and together with the Initial Closing the “Closings”); provided, however, that in no event shall the aggregate number of Shares sold at all Closings exceed 9,676,396 shares. At each Additional Closing, the Purchasers will purchase from the Company the total number of shares of Series Seed Seed-1 Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) set forth opposite such Purchaser’s name on Exhibit A under “Additional Closing” and pay the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at Price therefor as set forth on Exhibit A. At each Additional Closing will execute counterpart signature pages Closing, each Additional Purchaser who has not previously purchased Shares pursuant to this Agreement shall become a party to this Agreement and the Voting Agreement, by executing and delivering to the Company at such Additional Closing a counterpart signature page to this Agreement and the Voting Agreement. Upon each New Purchaser will, upon such Additional Purchaser’s execution and delivery by such New Purchaser and acceptance by to the Company of such New Purchaser’s the counterpart signature page pages and delivery of the Purchase Price by such New Purchaser purchase price to the Company, such Additional Purchaser shall become a party to, and bound by, this Agreement and the Voting Agreement to the same extent as if such New Additional Purchaser had been a Purchaser at the Initial Closing and each such New Additional Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following Exhibit A shall be updated, without any action on the part of any Purchaser, to include such Additional Purchasers. 1.2.3 At each Closing, if required by the Company’s governing documents, the Company shall deliver update the Company’s stock ledger to each Purchaser participating in such Closing a certificate representing reflect the shares issuance of Series Seed Preferred Stock being purchased by such Purchaser the Shares to the Purchasers at such Closing against payment of the Purchase Price therefor purchase price therefore by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser Purchaser, by conversion of Convertible Promissory Notes (each such instrument, a “Note”) and/or Simple Agreements for Future Equity (SAFEs) (each such agreement, a “SAFE”), or by any combination of such methods.

Closing; Delivery. (a) The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder Purchased Shares (the “Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m., New York City local time, on the Agreement Date date which is three (3) business days after the satisfaction or waiver (subject to applicable Law) of all of the subsequent conditions set forth in Sections 6, 7, 8 and 9 (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), unless another date, time or place is agreed to in writing by the parties hereto. The date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date Closing occurs is referred to herein as the “Initial Closing Date.” (b) At the Closing”, (i) PNG shall pay from the Purchase Consideration otherwise owed to the Sellers any Seller Transaction Expenses that remain unpaid as of the Closing, (ii) PNG shall pay each Seller the Cash Consideration, by wire transfer to the applicable bank accounts designated by such Seller, and, as applicable, deliver to such Seller a certificate or evidence of book-entry notations from PNG’s transfer agent representing the Stock Consideration therefor, as adjusted (A) in the case of the Sellers that are only receiving Cash Consideration, by a deduction for their pro rata portion of any unpaid Seller Transaction Expenses paid by PNG pursuant to the preceding clause (i) and (B) in the case of the Sellers that are receiving both Cash Consideration and Stock Consideration, in respect of (1) a deduction for their pro rata portion of any unpaid Seller Transaction Expenses paid by PNG pursuant to the preceding clause (i), (2) cash in lieu of fractional shares of Rollover Preferred Stock and, (3) the parties’ agreement that the Purchase Consideration payable to such Sellers (excluding their respective pro rata portions of any unpaid Seller Transaction Expenses paid by PNG pursuant to the preceding clause (i)) shall be allocated 45% to cash and 55% to shares of Rollover Preferred Stock (or as close to such allocation as is reasonably practicable), and (iii) the Company shall issue to PNG an electronic certificate representing the Purchased Shares. At any time For the avoidance of doubt, the adjustment contemplated by the preceding clauses (ii)(A) and from time to time during (ii)(B)(1) shall be based on the ninety (90) day period immediately following respective percentages set forth opposite the Initial Closing Sellers’ names in the column titled “Pro Rata Percentage” on Schedule A (the “Additional Closing PeriodPro Rata Percentages”), . (c) At the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating PNG a properly executed affidavit reasonably satisfactory to PNG and that complies with Section 1445 of the Code and the Treasury Regulations issued thereunder that states that shares in the Company do not constitute “United States real property interests” within the meaning of Code Section 897(c). (d) PNG shall be entitled to deduct and withhold from the Purchase Consideration, and any amounts otherwise payable (or deliverable) pursuant to this Agreement such Closing a certificate representing amounts as PNG is required to deduct and withhold under the shares Code, or any Tax law, with respect to the making of Series Seed Preferred Stock being purchased by such Purchaser at payment (or the delivery of such Closing against payment consideration); provided that, solely in respect of the Purchase Price therefor by check payable Consideration due in respect of the ▇▇▇▇ Compensation Shares, ▇▇▇▇▇▇ ▇▇▇▇ hereby directs PNG, and PNG shall, transfer to the Company, by wire transfer Company $3,684,542.04 from such Purchase Consideration in order to a bank account designated by the Company, by cancellation or conversion of indebtedness of enable the Company to Purchaser deduct and withhold such amount as the Company is required to deduct and withhold under the Code or by any combination Tax law in connection with the grant of the ▇▇▇▇ Compensation Shares pursuant to the ▇▇▇▇ ▇▇▇▇▇ Agreement. Except in connection with any deduction or withholding related to compensatory amounts or a failure to provide the affidavit described in Section 1.2(c), (i) PNG shall provide the relevant Seller(s) with notice of any amounts PNG determines, acting in good faith, are required to be deducted or withheld from amounts otherwise payable to such methodsSeller prior to making such withholding and (ii) PNG shall provide a reasonable opportunity for such relevant Seller(s) to provide such forms or other evidence that would exempt such amounts from withholding tax. To the extent that amounts are so withheld or deducted and paid over to the applicable tax authority, such withheld and deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.