Common use of Second Closing Clause in Contracts

Second Closing. The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

Second Closing. The (A) Subject to the satisfaction (or express waiver by each Buyer) of (i) the conditions set forth in Sections 6 and 7, (ii) the Equity Conditions (as defined in the Notes) and (iii) the Additional Funding Conditions (as defined below), the Company shall have the right to require each Buyer to purchase, and such Buyer shall have the right to require the Company to sell and issue, a second Note (the “Second Note”) and a second Warrant (the “Second Warrant”) in one additional closing (the “Second Closing” and together with the Initial First Closing, the “Closings”) for the purchase price as set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers corresponding to the Second Closing on the same terms and conditions as the First Closing, which shall occur at the same time of day and location as the First Closing by delivering to each Buyer or the Company, as applicable, an irrevocable written notice (a “ClosingSecond Closing Notice”) that the Company or such Buyer shall have exercised its right to require the other Party to consummate the Second Closing for the purchase and sale of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the Second Note and Second Warrant. The date on which the last of the conditions set forth in Articles 6 and 7 Second Closing (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial First Closing Date, each a “Closing Date”), or at such other time and place as ) shall be the Company and the Investors mutually agree upon. At date identified in the Second ClosingClosing Notice, each Investor which shall pay be a Trading Day not less than five (5) Trading Days following the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as date of the Second Closing Notice. “Additional Funding Conditions” means (a) the Registration Statement (as defined in the Registration Rights Agreement) shall have been declared effective by the SEC (and all principal with respect to which no stop order has been issued), and interest outstanding thereunder (b) there shall be Exchanged have been no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default (as reflected on Schedule I-B as of defined in the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyNotes).

Second Closing. The second closing (a) If (i) the “Company publicly announces the Second Closing Milestone Event and following such announcement the average VWAP of the Common Stock for each of the immediately subsequent five (5) Trading Days is at least $0.7325 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Second Closing Date (which is 125% of the Per Share Purchase Price)) or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Second Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement and achievement of (i) above or receipt of such written notice pursuant to (ii) above) to each Purchaser a notice identifying the date of the Second Closing” . If Company terminates the Niyad NEPHRO CRRT study then the right of a Purchaser to request a Second Closing shall terminate, and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby Company shall be held at under no obligation to sell and issue any further Securities to the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following Purchasers. (b) On or prior to the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver or cause to be delivered to each Investor Purchaser participating in the Second Closing the following: (i) the Company shall have provided each Purchaser with the Company’s wire instructions; (ii) a single stock certificate representing copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares purchased by such Investor at the Second Closing, as set forth next equal to such InvestorPurchaser’s name on Schedule I-B hereto, such stock certificate Second Closing Subscription Amount applicable to be the Shares divided by the Per Share Purchase Price and registered in the name of such InvestorPurchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, or in such nominee’s or nominees’ name(sif applicable); (iii) as designated by such Investor in writing if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the Investor Suitability Questionnaire, against payment name of such Purchaser to purchase up to a number of shares of Common Stock equal to the purchase price therefor portion of such Purchaser’s Second Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Exchange Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the aggregate principle amount Common Stock, subject to adjustment therein; (iv) a legal opinion of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that Company Counsel, directed to the extent only a portion of Purchasers, in form and substance reasonably acceptable to the principal and interest outstanding thereunder shall be converted Purchasers; and (c) On or exchanged as reflected on Schedule I-B as of prior to the Second Closing Date, then each Purchaser shall deliver or cause to be delivered to the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect Purchaser’s Second Closing Subscription Amount by wire transfer to the Exchange contemplated herebyaccount specified in writing by the Company.

Second Closing. The (1) Subject to the satisfaction (or, where permissible, waiver) of the conditions to closing set forth in Section 1.2(d), the second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) shall take place at a time and date as shall be agreed upon by the parties hereto, but in no event later than the third business day after the date of satisfaction or waiver of the transactions contemplated hereby shall be held last of the conditions specified in Section 1.2(d), at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇ Spidi & ▇▇▇▇▇, PC, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇, ▇.▇. ▇▇▇▇▇ within one business day following ▇, or such other date or location as agreed by the parties in writing. The date on which the last of the conditions set forth in Articles 6 and 7 Second Closing is referred to as the “Second Closing Date.” (including 2) Subject to the satisfaction of the conditions described in Section 6(p1.2(d), at the Second Closing, the Company will deliver to the Investor (i) have been satisfied one or waived in accordance with this Agreement more certificates bearing the appropriate legends herein provided for and free and clear of all Liens representing _________ shares of Series B Preferred Stock against payment by the Investor of $_________ (such date, the “Second Closing DatePurchase Price” and together with the Initial Purchase Price, the “Purchase Price”) by wire transfer of immediately available United States funds to a bank account designated by the Company; provided, that if the Second Common Shares, together with the Common Shares issued at the First Closing Date, each a and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the “Closing DateConversion Shares”), ) would cause the Investor or at such other time and place as its Affiliates to be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company and or to otherwise control the Investors mutually agree upon. At the Second ClosingCompany, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing then the number of Series B Preferred Shares to be purchased by such Investor at the Second Closing, as set forth next Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (and the Second Purchase Price and the Purchase Price shall be reduced accordingly) such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in that the Investor Suitability Questionnaire, against payment will not be deemed for purposes of the purchase price therefor by the Exchange BHC Act to own 25% or more of the aggregate principle amount outstanding shares of any class of voting securities of the Outstanding Convertible Notes being Exchanged by such applicable Investor at Company or to otherwise control the Second ClosingCompany. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as Any determinations under the proviso of the Second Closing and all principal and interest outstanding thereunder preceding sentence shall be Exchanged as reflected on Schedule I-B as take into account the appropriate regulatory treatment of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebysecurities.

Second Closing. The (a) After the Initial Closing Date and on or before 30 November 2022 (or such other date as may be agreed between the Company and the Lead Subscriber in writing), the Company shall sell, and the Purchasers named in the table under the heading “Second Closing” in the Schedule of Purchasers attached to this Agreement (the “Additional Purchasers”) shall purchase, Notes at a second closing (the “Second Closing” and and, together with the Initial Closing, each each, a “Closing”) of the transactions contemplated hereby shall to be held at on such date as may be mutually agreed upon by the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following Company and the date on which the last of the conditions set forth in Articles 6 and 7 Lead Subscriber (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together and, collectively with the Initial Closing Date, each a the “Closing DateDates”); provided, or however, that the aggregate original principal amount of all Notes issued pursuant to this Agreement (for the avoidance of doubt, including the Notes issued in the Initial Closing) immediately after the Second Closing Date shall not exceed Twenty Million US Dollars (US$ 20,000,000.00). All such sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement; provided, however, that the representations and warranties of the Additional Purchasers in Section 5 hereof shall speak as of such other time Second Closing Date. This Agreement, including without limitation, the Schedule of Purchasers attached to this Agreement, may be amended by the Company without the consent of the Purchasers (but with the consent of the Lead Subscriber) strictly for the purpose of including any Additional Purchasers to accede as a party to this Agreement, such accession to take effect upon the execution by such Additional Purchasers of a counterpart signature page hereto. (b) Any Notes sold pursuant to Section 3.2(a) above shall be deemed to be “Notes” for all purposes under this Agreement and place as any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. The Company shall inform the Directors promptly, in the case of the Second Closing (if any), of any Additional Purchasers and any Notes sold to them. (c) Each Additional Purchaser shall not be obligated to consummate the Second Closing unless all of the obligations of the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate other Purchasers to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name performed on Schedule I-B is cancelled as of the Second Closing are performed and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as in accordance with the terms of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebythis Agreement.

Second Closing. The second (a) If the Discharge shall not have occurred prior to the Second Closing Date (and the Second Closing shall not occur if the Discharge has occurred), the issuance of the Second Lien Second Closing Shares and the Note Purchaser Second Closing Shares (both as defined below) shall take place at a closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall to be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 Offices (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such any other time and place location as agreed in writing by the Company and the Investors mutually agree upon. At Majority Second Lien Shareholders) at 10:00 a.m., Eastern Standard Time on the Second Closing, each Investor shall pay the Closing Date. The Company the applicable Total Purchase Price by Exchange will provide notice of the aggregate principle amount of Second Closing to the Outstanding Convertible Notes as set forth next New Shareholders at least five Business Days prior to such Investor’s name on Schedule I-B hereto. the Second Closing Date. (b) At the Second Closing, the Company shall issue and deliver to each Investor the Second Lien Shareholders, certificates representing a single stock certificate representing the number of Shares purchased by such Investor at the Second ClosingSeries B Ordinary Shares, credited as set forth next fully paid, equal to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment 7.50% of the purchase price therefor by the Exchange First Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a number of Series B Preference Shares, credited as fully paid, equal to 7.50% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Second Lien Second Closing Shares”). The Second Lien Second Closing Shares shall be allocated ratably, including fractional shares, to each Second Lien Shareholder according to the aggregate principle principal amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such InvestorSecond Lien Shareholder’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B Loans as of the Second Closing Date; provided that . With respect to Series B Ordinary Shares issued at the Second Closing, the Second Lien Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preference Shares issued at the Second Closing, the Second Lien Shareholders shall receive Series B1 Preference Shares unless they elect to receive Series B2 Preference Shares. Such elections shall be made by notice to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of Company at least two Business Days prior to the Second Closing Date. (c) At the Second Closing, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect deliver to the Exchange contemplated hereby.Note Purchaser Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 0.83% of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a number of Series B Preference Shares, credited as fully paid, equal to 0.83% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places

Second Closing. The (a) Subject to the terms and conditions of this Agreement, the second closing purchase and sale of Series E Preferred Stock (as specified on Schedule A attached hereto) shall take place on or before June 30, 2013 (the “Second Closing” and ”, together with the Initial Closing, each a “Closing”) ), upon such date determined by the Board of Directors of the transactions contemplated hereby Company, who shall be held at determine the offices Second Closing Date no later than June 15, 2013. The Company shall provide the Investors with written notice of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 scheduled Second Closing at least fifteen (including 15) days prior to the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, scheduled Second Closing. The date of the Second Closing is herein referred to as the “Second Closing Date.” and together with The parties hereto agree that the Investors participating in the Initial Closing Datemay, each a “but are not required to, participate in the Second Closing Date”), or at such other time and place as up to the Company and full amount of their pro rata share of the Investors mutually agree uponfunds to be invested therein. At the Second Closing, each Investor RMI (as defined below) shall pay the Company the applicable Total Purchase Price match any and all investment proceeds by Exchange of the an aggregate principle amount of the Outstanding Convertible Notes up to $6,000,000 subject to satisfaction of RMI’s condition as set forth next in Sections 4(B)4.7, 4(C)4.6 and 6.6 of this Agreement (“RMI’s condition”). In the event that the aggregate amount of non-RMI investment proceeds received by the Company exceeds $6,000,000 RMI agrees to use its commercially reasonable efforts to obtain additional financing to match such Investor’s name on Schedule I-B hereto. extension. (b) At the Second Closing, the Company shall deliver to each Investor purchaser participating therein a single stock certificate representing the number shares of Shares purchased by Series E Preferred Stock that such Investor is purchasing at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in Closing (the name of such Investor, or in such nominee’s or nominees’ name(s“Second Closing Shares”) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange wire transfer or check to a non-interest bearing client trust bank account maintained by ▇▇▇▇▇▇▇▇▇▇, by check or by a combination of the aggregate principle foregoing. Upon receipt of the full amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor purchase price at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held Closing from all Investors (other than those who pay by such Investor check) and satisfaction of the closing conditions set forth next in Section 6, as confirmed by the certificate delivered by the Company to such Investor’s name on Schedule I-B is cancelled the Investors as set forth in Section 6.4, ▇▇▇▇▇▇▇▇▇▇, acting as the escrow agent, shall release an amount equal to the aggregate purchase price received from the Investors to the Company no later than two (2) business days after the receipt of the funds in connection with the Second Closing and all principal and interest outstanding thereunder checks delivered in payment therefor shall be Exchanged as reflected on Schedule I-B as deemed to be released to the Company contemporaneously therewith. In the event that the full amount of the purchase price is not received within five (5) business days of the scheduled Second Closing Date; provided that Closing, then ▇▇▇▇▇▇▇▇▇▇, as the escrow agent, shall return all funds to the extent only a portion of Investors in the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of amounts provided by each Investor in connection with the Second Closing DateClosing, then without interest and the Company shall issue a new convertible promissory note will return to such each Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note who paid by check its or Notes after giving effect to the Exchange contemplated herebyhis check.

Second Closing. The (1) Subject to the satisfaction (or, where permissible, waiver) of the conditions to closing set forth in Section 1.2(d), the second closing (the “"Second Closing” ") shall take place at a time and together with date as shall be agreed upon by the Initial Closingparties hereto, each a “Closing”) but in no event later than the tenth business day after the date of satisfaction or waiver of the transactions contemplated hereby shall be held last of the conditions specified in Section 1.2(d), at the offices of Fenwick & West LLPSkadden, ▇▇▇ Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP located at 4 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following or such other date or location as agreed by the parties in writing. The date on which the last of the conditions set forth in Articles 6 and 7 Second Closing is referred to as the "Second Closing Date." (including 2) Subject to the satisfaction of the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”1.2(d), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall will deliver to each the Investor one or more certificates bearing the appropriate legends herein provided for and free and clear of all Liens representing 42,626 shares of Series B Preferred Stock against payment by the Investor of $42,626,000 (the "Second Purchase Price" and together with the Initial Purchase Price, the "Purchase Price") by wire transfer of immediately available United States funds to a single stock certificate representing bank account designated by the Company; provided that if the Common Shares issued at the First Closing and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the "Conversion Shares") would cause the Investor or its Affiliates to be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company, then the number of Series B Preferred Shares to be purchased by such Investor at the Second Closing, as set forth next Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (and the Second Purchase Price and the Purchase Price shall be reduced accordingly) such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in that the Investor Suitability Questionnaire, against payment will not be deemed for purposes of the purchase price therefor by the Exchange BHC Act to own 25% or more of the aggregate principle amount outstanding shares of any class of voting securities of the Outstanding Convertible Notes being Exchanged by such applicable Investor at Company or to otherwise control the Second ClosingCompany. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as Any determinations under the proviso of the Second Closing and all principal and interest outstanding thereunder immediately preceding sentence shall be Exchanged as reflected on Schedule I-B as take into account the appropriate regulatory treatment of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebysecurities.

Second Closing. The Company shall notify the Purchaser upon achievement of the Milestone. The second closing Closing Date shall be a Business Day within five (5) Business Days of notice from the “Second Closing” and together with the Initial Closing, each a “Closing”) Company of the transactions contemplated hereby shall be held at Milestone. On the offices of Fenwick & West LLPsecond Closing Date, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following upon the date on which the last of terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Articles 6 Sections 2.2 and 7 (including 2.3, the conditions described Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in Section 6(p)) have been satisfied or waived in accordance with the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (such datefor this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the “Second Closing Date” number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Initial Closing Date, each a “Closing Date”)Beneficial Ownership Limitation, or at as such other time and place as Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company and the Investors mutually agree upon. At the Second Closingvia wire transfer, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes immediately available funds equal to such Purchaser’s Subscription Amount as set forth next to on the signature page hereto executed by such Investor’s name on Schedule I-B hereto. At the Second ClosingPurchaser, and the Company shall deliver to each Investor a single stock certificate representing Purchaser its respective Shares and the number of Shares purchased by such Investor Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Second Closing, as . Upon satisfaction of the covenants and conditions set forth next to in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in other location as the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder parties shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebymutually agree.

Second Closing. The (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on pursuant to which the last Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange number of the aggregate principle amount of the Outstanding Convertible Notes Units as set forth next to opposite such InvestorPurchaser’s name on Schedule I-B heretoin Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Investor Purchaser the following: (i) a single stock certificate representing the number of Shares purchased by such Investor at the Second ClosingWarrant, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such InvestorPurchaser, or pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such nomineePurchaser’s or nominees’ name(s) as name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor to such Purchaser by the Exchange of Company for such purpose, and the aggregate principle Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Outstanding Convertible Notes being Exchanged Units that could be purchased by such applicable Investor Purchaser at the Second Closing. Each Investor agrees that . (b) At the time of the First Closing, each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of Purchaser shall deliver the Purchase Price for the Second Closing and all principal and interest outstanding thereunder shall set forth in Section 2.4(a) (the “Escrow Funds”) to Proskauer Rose LLP (the “Escrow Agent”), to be Exchanged as reflected held by the Escrow Agent in escrow on Schedule I-B as behalf of such Purchaser. Upon the occurrence of the Second Closing Date; provided that public announcement of the Clinical Event during the Option Period, the Escrow Agent shall release the Escrow Funds to the extent only a portion Company as provided in the Escrow Agreement. In the event that the public announcement of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as Clinical Event does not occur prior to the termination of the Second Closing DateOption Period, then the Company Escrow Agent shall issue a new convertible promissory note to such Investor reflecting return the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect Escrow Funds to the Exchange contemplated herebyPurchasers as provided in the Escrow Agreement.

Second Closing. The second closing (the “Second Closing” and together with the Initial On satisfactory completion of pre-requisites of Closing, each a “Closing”) of the transactions contemplated hereby Second Closing shall be held take place at such venue, date and time, as the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth Parties may mutually agree in Articles 6 and 7 writing (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as . The Parties shall undertake the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name following activities on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that : i. Calpian shall deliver the Share application form relating to the extent only a portion of Second Tranche Subscription Shares duly signed by its authorised representative and the principal and interest outstanding thereunder same shall be converted acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company. ii. On or exchanged as reflected on Schedule I-B as of prior to the Second Closing Date, then Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only). iii. Company shall convene a meeting of the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian; iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members. v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete. vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund the entire subscription price of the Second Tranche Subscription Shares tendered by Calpian back to Calpian without withholding, deduction or offset of any kind. vii. Company shall ensure compliance of the Act in terms of issue a new convertible promissory note of Second Tranche Subscription Shares to such Investor reflecting Calpian. The Company hereby further undertakes that as on Second Closing Date, the remaining principal Shares to be issued in accordance with the terms of this Agreement will be available for subscription by Calpian and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to will be free from any encumbrances, whatsoever. viii. The infusion of share capital and the Exchange contemplated hereby.shareholding pattern of the Company as on as on the Second Closing shall be as follows:

Second Closing. The second closing completion of the purchase and sale of the Additional Shares and Additional Warrants (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held occur at the offices of Fenwick & West Pillsbury Winthrop LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one ▇, at 8:00 A.M., San Francisco time, on the third business day following the date on which the last to be fulfilled or waived of the conditions set forth in Articles Section 5 and Section 6 pertaining to the Second Closing (other than those conditions that by their nature can only be fulfilled at the Second Closing) shall have been fulfilled or waived (by each of the parties hereto), or such other place and 7 time to be specified by the Company, and of which the Investors will be notified not less than two (including 2) business days in advance by the Company. Subject to satisfaction or waiver of the conditions described set forth in Section 6(p)) have been satisfied or waived 5 and 6 hereof, at the Second Closing, the Investors identified on the Schedule of Investors as participants in accordance with this Agreement the Second Closing (such date, the “Second Closing Date” Investors”) shall purchase the number of Additional Shares and together with Additional Warrants set forth opposite such Investors’ names on the Initial Closing Date, each a “Closing Date”), or at such other time and place as Schedule of Investors. Funds shall be released to the Company and from the Investors mutually agree upon. At Escrow on behalf of the Second Closing, each Investor shall pay Closing Investors as payment for the Company the applicable Total Purchase Price by Exchange Additional Shares and Additional Warrants. Upon receipt of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closingpayment therefor, the Company shall deliver to each Investor a single one or more stock certificate certificates representing the number of Shares purchased by such Investor at Additional Shares, and an Additional Warrant representing the Second Closingnumber of Warrant Shares, as set forth next to opposite such Investor’s name on the Schedule I-B heretoof Investors, each such stock certificate and Additional Warrant to be registered in the name of such Investorthe Investor or, or if so indicated on the Stock Certificate and Warrant Questionnaire, in such nominee’s or nominees’ name(s) as the name of a nominee designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second ClosingInvestor. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor The Initial Closing and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged are collectively referred to as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby“Closing.”

Second Closing. The second (a) Subject to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by Section 2.2(b) of this Agreement (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held take place at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following place and on the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” ”) as specified by Buyer in a notice to the Selling Shareholders duly signed and together delivered by Buyer as promptly as practicable following the delivery of the 2008 Audited Financial Statements to Buyer (such Second Closing to take place within five (5) Business Days following such delivery and in any event no later than May 15, 2009, unless the delivery of the 2008 Audited Financial Statements has been delayed due to a failure on the part of Key Management to timely furnish the Auditors with the Initial Closing Datemanagement accounts required for the preparation thereof, each a “Closing Date”), or at in which case such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor payment shall pay the Company the applicable Total Purchase Price by Exchange be made within five (5) Business Days of delivery of the aggregate principle amount 2008 Audited Financial Statements). (b) Upon the occurrence of a Prospective Event of Change in Control after the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor First Closing Date and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of before the Second Closing Date, then Buyer shall notify the Company shall issue a new convertible promissory note to Sellers’ Representative within three (3) Business Days of the occurrence of such Investor reflecting Prospective Event of Change in Control, and the remaining principal Second Closing and interest outstanding under such Outstanding Convertible Note or Notes after giving effect the Third Closing may take place on an accelerated basis. Notwithstanding any other provision of this Agreement to the Exchange contemplated herebycontrary in the event of a Prospective Event of Change in Control, (i) the Second Closing and the Third Closing shall take place immediately prior to the closing of such Prospective Event of Change in Control, (ii) the Second Installment Consideration shall be equal to US$68,906,250, payable in cash and (iii) the Third Installment Consideration shall be equal to US$68,906,250, payable in cash. (c) Upon the occurrence of a Key Management Dismissal Event after the First Closing Date and before the Second Closing Date, the Second Closing and the Third Closing shall take place on an accelerated basis. Notwithstanding any other provision of this Agreement to the contrary, (i) the Second Closing and the Third Closing shall take place within seven (7) Business Days of the occurrence of the Key Management Dismissal Event, (ii) the Second Installment Share Consideration shall be equal to US$90,781,250 divided by the Average FM Share Price, (iii) the Third Installment Share Consideration shall be equal to US$68,906,250 divided by the Average FM Share Price and (iv) the Additional Share Consideration shall be equal to US$21,875,000 divided by the Average FM Share Price. (d) The Sellers’ Representative shall deliver the Second Installment Allocation Schedule to Buyer no later than five (5) Business Days prior to the Second Closing Date. (e) At or prior to the Second Closing, Buyer shall deliver to the Sellers’ Representative for the benefit of the Selling Shareholders and the Option Holders true copies of the register of members of Buyer indicating the transfer to the Selling Shareholders and the Option Holders and registration in the name of the Selling Shareholders and the Option Holders in respect of the Second Installment Share Consideration, if any, as set forth opposite their respective names in the Second Installment Allocation Schedule.

Second Closing. The second On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $_______ of Shares and Common Warrants, which such closing shall occur on the Trading Day immediately following the Approvals Date (the “Second Closing” and ”); provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” for purposed of this Section 2.1(b) shall be 4.99% (or, at the election of the Purchaser at Closing, each a “Closing”9.99%) of the transactions contemplated hereby shall be held at the offices number of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last shares of the conditions set forth in Articles 6 and 7 (including Common Stock outstanding immediately after giving effect to the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, issuance of the “Securities on the Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At Each Purchaser’s Subscription Amount for the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes Closing as set forth next to on the signature page hereto executed by such Investor’s name on Schedule I-B heretoPurchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. At the Second Closing, the The Company shall deliver to each Investor a single stock certificate representing Purchaser its respective Shares, Common Warrants and/or Pre-Funded Warrant as determined pursuant to Section 2.2(a), and the number of Shares purchased by such Investor at Company and each Purchaser shall deliver the Second Closing, as other items set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor Section 2.2 deliverable at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor Upon satisfaction of the covenants and conditions set forth next to such Investor’s name on Schedule I-B is cancelled as of in Sections 2.2 and 2.3, the Second Closing and all principal and interest outstanding thereunder shall be Exchanged occur at the offices of EGS or such other location as reflected on Schedule I-B as the parties shall mutually agree take place remotely by electronic transfer of the Second Closing Date; provided that to documentation. Unless otherwise directed by the extent only a portion Placement Agent, settlement of the principal and interest outstanding thereunder Shares shall be converted DVP. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or exchanged as reflected prior to 12:00 p.m. (New York City time) on Schedule I-B as of the Second Closing Date, then which may be delivered at any time after the time of execution of this Agreement, the Company shall issue a new convertible promissory note agrees to deliver the Pre-Funded Warrant Shares subject to such Investor reflecting notice(s) by 4:00 p.m. (New York City time) on the remaining principal Second Closing Date and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebySecond Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Second Closing. The second closing (a) Following the “Second Closing” and together with the Initial Closing, each a “Closing”) Company’s distribution of the transactions contemplated hereby shall be held Second Closing Notice (as defined below), at the offices Second Closing (which, for the avoidance of Fenwick & West LLPdoubt, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇shall occur on the Second Closing Date), ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following upon the date on which the last of the conditions terms set forth in Articles 6 herein, the Company hereby agrees to issue and 7 (including sell to each Purchaser, and each Purchaser agrees to purchase from the conditions described in Section 6(p)) have been satisfied Company, severally and not jointly, all or waived in accordance with this Agreement a portion of a number of shares of Common Stock or Pre-Funded Warrants (such datesecurities, collectively, the “Second Closing Date” Shares”) in an aggregate purchase amount set forth opposite such Purchaser’s name on Exhibit B hereto, at a purchase price per share equal to the Second Closing Purchase Price. The Company shall provide each Purchaser written notice of the amount of such Purchaser’s Second Closing Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price. The sales made at the Second Closing shall be made on the terms and together with conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing Date, each a “and (ii) the representations and warranties of the Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. . (b) At the Second Closing, each Investor Purchaser shall pay deliver to the Company via wire transfer immediately available funds equal to its aggregate purchase price for the applicable Total Purchase Price by Exchange Second Closing Shares and the Company shall deliver to each Purchaser certificate(s) or book-entry shares representing its respective Second Closing Shares. (c) Following the distribution of the aggregate principle amount Second Closing Notice and in the event that a Material Adverse Effect has not occurred, in the event that a Purchaser fails to purchase at the Second Closing at least 50% of the Outstanding Convertible Notes total number of Second Closing Shares required to be purchased by such Purchaser pursuant to this Section 2.3 (any such Purchaser being referred to herein as a “Non-Participating Purchaser”), then the initial Warrant held by such Purchaser, to the extent not exercised prior to the Second Closing, shall automatically terminate and be of no further force or effect. The aforementioned forfeiture of the Warrant shall be the sole recourse of the Company for any failure of a Purchaser to purchase all of the Second Closing Shares required to be purchased at the Second Closing. (d) If the Company elects to offer additional shares of Common Stock to the Purchasers in an amount greater than the aggregate Second Closing Shares, the Purchasers shall have the option, but not the obligation, to purchase, on a pro rata basis, such additional shares of Common Stock (the “Optional Closing Common Shares”) at a price per share equal to the Second Closing Purchase Price. Each Purchaser’s “pro rata share” of the Optional Closing Common Shares shall be equal to the product of, rounded down to the nearest whole share, the aggregate number of Optional Closing Common Shares multiplied by the quotient of (i) (A) the total number of shares of Common Stock or shares issuable upon the exercise of the Pre-Funded Warrants previously purchased by such Purchaser at the Initial Closing and Second Closing, divided by (B) the total number of shares of Common Stock and shares issuable upon the exercise of the Pre- 5. 74109921_16 (e) The respective obligations of the Company, on the one hand, and the Purchasers, on the other hand, hereunder in connection with the Second Closing and the Optional Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Second Closing Date or the Optional Closing Date, as applicable, of the representations and warranties contained herein (unless made as of a specified date therein) of the Company (with respect to the obligations of the Purchasers) and the Purchasers (with respect to the obligations of the Company); (ii) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) and the Purchasers (with respect to the obligations of the Company) required to be performed at or prior to the Second Closing Date or the Optional Closing Date, as applicable, shall have been performed in all material respects; (iii) Purchasers shall have received a Secretary’s Certificate, dated as of the Second Closing Date or the Optional Closing Date, as applicable, in form and substance reasonably satisfactory to the Purchasers; (iv) Purchasers shall have received an Officer’s Certificate, dated as of the Second Closing Date of the Optional Closing Date, as applicable, in form and substance reasonably satisfactory to the Purchasers; (v) Purchasers shall have received an opinion of Company Counsel, dated as of the Second Closing Date or the Optional Closing Date, as applicable, in a form reasonably satisfactory to the Purchasers; (vi) Purchasers shall have timely received the Second Closing Notice or the Optional Closing Notice, as applicable; and (vii) No Material Adverse Effect has occurred. (f) Notwithstanding anything set forth next in this Agreement to such Investor’s name on Schedule I-B hereto. At the contrary, if a majority of the board of directors of the Company do not determine that the Data warrants further clinical development of GEN-009 or otherwise decide not to proceed with the Second Closing, the Company shall deliver to each Investor a single stock certificate representing provide the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor Purchasers with written notice signed by the Exchange Company’s Chief Executive Officer or any Senior Vice President of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note its determination and related election to consummate or Notes held by such Investor and set forth next not to such Investor’s name on Schedule I-B is cancelled as of consummate the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of (the “Second Closing Notice”) or the Optional Closing (the “Optional Closing Notice”). In the event the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.not occur 6. 74109921_16

Second Closing. The second closing (a) Subject to completion of the “Second Closing” and together with the Initial Closingactions set out below, each a “Closing”) Second Closing shall take place at the registered office of the transactions contemplated hereby shall be held at Company, or remotely by the offices exchange of Fenwick & West LLPdocuments and signatures (or their electronic counterparts), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next documents to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor be delivered at the Second Closing, as set forth next to such Investor’s name Closing on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then (provided that the Buyer and the Buyer Parent shall cause the Company to undertake the actions of the Company listed below): (i) Continuing Selling Parties shall issue have requested for approval from the Reserve Bank of India, in accordance with the Foreign Exchange Management (Overseas Investment) Rules, 2022 and regulations framed thereunder, for the Share Swap; (ii) The Company shall have obtained a new convertible promissory note to such Investor reflecting valuation report determining the remaining principal fair market value of the Securities of the Company prepared and interest outstanding under such Outstanding Convertible Note or Notes after giving effect issued by qualified persons in accordance with the Foreign Exchange Management Act, 2000 and rules and regulations framed thereunder; (iii) The Company shall have obtained a valuation report determining the fair market value of the Securities of the Company prepared and issued by qualified persons in accordance with Section 50CA and the Section 56(2)(x) of the Income-tax Act, 1961 read with Rule 11UA of the Income-tax Rules, 1962; (iv) The Company shall have obtained a valuation report, in a form acceptable to the Exchange Buyer, determining the fair market value of Capital Stock of Amtran prepared and issued by qualified persons in accordance with Section 9 of the Income-tax Act, 1961 read with Rule 11UB of the Income-tax Rules, 1962; (v) The Continuing Selling Parties shall have delivered to the Buyer a certificate from a qualified chartered accountant, certifying that as of such Second Closing Date, that there are no circumstances whatsoever that would render the sale and transfer of any of the Securities by such Seller to the Buyer on the relevant Second Closing Date, as contemplated herebyby this Agreement or the Shareholders’ Agreement, void or voidable, under the provisions of Section 281 of the Income-tax Act, 1961, Section 81 of the Central Goods and Services Tax Act, 2017, as applicable; (vi) Each of the Continuing Selling Parties shall have confirmed in writing to the Buyer whether its residency status at Second Closing for the purposes of FDI Laws is as described in (i) or (ii) of Section 3.2(g). (vii) If any Continuing Selling Party has residency status at Second Closing for the purposes of FDI Laws as described in sub-section (i) of Section 3.2(g), then such Continuing Selling Party shall have made commercially reasonable efforts to deliver to the Buyer a draft Form FC-TRS with all fields and information filled-in and together with attachments thereto (in draft form, where final versions are not available prior to the Second Closing Date), in each case reviewed and pre-approved by such Continuing Selling Party’s Authorized Dealer bank; and (viii) If any Continuing Selling Party has residency status at Second Closing for the purposes of FDI Laws as described in sub-section (i) of Section 3.2(g), then such Continuing Selling Party shall have made commercially reasonable efforts to deliver to the Buyer the drafts, as pre-approved by such Continuing Selling Party’s Authorized Dealer bank, of (y) consent letter, and (z) declarations to be executed and delivered by Buyer, for attachment to the Form FC-TRS to be filed by such Continuing Selling Party.

Second Closing. (a) The second closing Closing (the “"Second Closing” and together with the Initial Closing, each a “Closing”") of the transactions contemplated hereby shall be held at the offices of Fenwick & West ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ , ▇▇/▇▇/ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. Eastern Time on August 31, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day 2001 or as soon thereafter as practicable following the date on which the last satisfaction or waiver of all of the conditions to the Second Closing set forth in Articles 6 Section 5.2 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with 5.3, as applicable, of this Agreement and in any event no later than sixty (such date60) days after the First Closing Date (which time, date and place are referred to herein as the “"Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”"), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor Purchaser listed on Exhibit A-II (a single stock "Second Closing Purchaser") such number of Shares to be purchased by such Second Closing Purchaser at the Second Closing as set forth on Exhibit A-II opposite each Second Closing Purchaser's name by delivery to each Second Closing Purchaser of a certificate representing the number of Shares to be purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated Closing by such Investor in writing in the Investor Suitability QuestionnaireSecond Closing Purchaser, against payment of the purchase price therefor by check, wire transfer made payable to the Exchange order of the aggregate principle amount Company, cancellation of indebtedness or any combination of the Outstanding Convertible Notes being Exchanged by such applicable Investor foregoing. If at the Second Closing. Each Investor agrees that Closing any of the applicable conditions specified in Section 5.2 or Section 5.3, as applicable, shall not have been fulfilled, each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as Second Closing Purchaser shall, at its election, be relieved of all of its obligations under this Agreement in respect of the Second Closing and all principal and interest outstanding thereunder without thereby waiving any other rights it may have by reason of such failure or such non-fulfillment; provided, however, that a Second Closing Purchaser shall not be Exchanged as reflected on Schedule I-B as relieved of its obligations under this Agreement in respect of the Second Closing Dateif the condition specified in Section 5.2(a) would not be fulfilled (but all of the other conditions specified in Sections 5.2 and 5.3 have been fulfilled) by the fact of such Second Closing Purchaser's failure to participate in the Second Closing. (b) At the Second Closing, the Company may sell to such purchasers (the "Additional Second Closing Purchasers") as may be approved by the holders of at least sixty percent (60%) of the Shares purchased at the First Closing, such number of additional shares of Series D Stock as is equal to the difference between (x) 9,089,329 and (y) the number of shares of Series D Stock sold at the First Closing and the number of Shares to be purchased at the Second Closing by the Second Closing Purchasers; provided provided, however, that the Company shall not be required to obtain approval of any holder or holders of Shares purchased at the First Closing with respect to any Additional Second Closing Purchaser to the extent only a portion that the fact of such Additional Second Closing Purchaser's participation in the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as Second Closing would have the result of the Second Closing Datebeing the Qualifying Closing. At the Second Closing, then (i) each Additional Second Closing Purchaser (if any) shall execute and deliver a counterpart signature page hereto, whereupon such Additional Second Closing Purchaser shall become a "Purchaser" hereunder and the shares of Series D Stock purchased by such Additional Second Closing Purchaser shall be deemed to be "Shares" for purposes of this Agreement, and (ii) the Company shall issue a new convertible promissory note cause Exhibit A-II to such Investor reflecting be amended to reflect the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to purchases made by the Exchange contemplated herebyAdditional Second Closing Purchasers.

Second Closing. The second closing (a) Each of the “Persons listed on SCHEDULE 1 hereto under the caption "Second Closing” and together with " shall have the Initial Closingoption, each a “Closing”) of the transactions contemplated hereby shall be held at such Person's sole discretion, to purchase at the offices Second Closing (as defined below) the number of Fenwick & West LLPshares of Series B Preferred or Series C Preferred set forth opposite such Investor's name on SCHEDULE 1 attached hereto under the caption "Second Closing" at a price of $100.00 per share, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following subject to the date on which the last of the terms and conditions set forth in Articles 6 and 7 herein. In the event that not every Person listed on SCHEDULE 1 hereto under the caption "Second Closing" exercises its option to purchase Shares at the Second Closing (including the conditions described in Section 6(pas defined below)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with Company may, at its discretion, sell to one or more of the Initial Closing Date, each Investors (on a “Closing Date”), pro rata basis or at on such other time basis, and place on such terms and conditions, as the Company and the Investors unanimously may agree in writing) and/or to such other Persons, and on such terms and conditions, as the Company and the Investors may unanimously agree in writing, up to the remaining number of authorized but unissued Shares. (b) Subject to the satisfaction or waiver of the terms and conditions set forth herein (and, in the case of each of General Electric Capital Corporation and Electronic Data Systems Corporation, subject to the satisfaction or waiver of the terms and conditions set forth in the letter agreement between the Company and each such Person relating to such Person's option to purchase up to 20,000 shares of Series B Preferred), the purchase and sale of the Shares described in Section 2.2(a) above shall take place at such time and place and on such date (but in no event later than September 5, 1997) as the Company and the Persons purchasing such Shares may mutually agree upon. At orally or in writing (which time, place and date are designated herein as the "Second Closing, each Investor shall pay " and the Company date thereof as the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto"Second Closing Date"). At the Second Closing, the Company shall deliver to each Investor the Person purchasing Shares on the Second Closing Date a single stock certificate or certificates representing the number shares of Shares purchased by Series B Preferred or Series C Preferred that such Investor at Person is purchasing on the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, Closing Date against payment of the purchase price therefor by certified check payable to the Exchange Company or by wire transfer of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next immediately available federal funds to such Investor’s name on Schedule I-B is cancelled account as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of Company may designate in writing to such Person at least two business days prior to the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

Second Closing. The second closing (a) No sooner than 60 days prior to the scheduled exhaustion (pursuant to the R&D Budget) of the $1,250,000 of the Initial Aggregate Purchase Price allocated to the R&D Program, or at such other time as may be mutually agreed upon by the Company and the Purchaser, the Company shall deliver to the Purchaser an updated R&D Budget (the “Updated R&D Budget”), which Updated R&D Budget, together with an expenditure schedule and payment mechanism for the remaining funding of the R&D Program, shall be subject to the written approval of the Purchaser. (b) No later than 60 days following receipt by the Purchaser of the Updated R&D Budget, the Purchaser shall deliver to the Company a written notice (the “Second Closing” and together with Closing Notice”) stating whether the Initial Purchaser elects to proceed to the Second Closing (as defined below), which determination shall be made by the Purchaser in its sole discretion. If the Purchaser does not elect to proceed to the Second Closing, each a “then the parties hereto shall have no further rights or obligations under this Section 2 or under Section 5.7 hereof. (c) If the Purchaser elects to proceed to the Second Closing”) , within 15 days following the receipt of the transactions contemplated hereby Second Closing Notice a closing shall be held at the offices of Fenwick Loeb & West Loeb LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following or at such other place as may be mutually agreed upon between the parties hereto, on such date and time as shall be mutually agreed upon between the parties hereto (the “Second Closing” and the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such dateSecond Closing, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as . (d) It shall be a condition to the obligation of the Company and the Investors mutually agree upon. Purchaser to consummate the Second Closing that the NYSE Amex shall have approved the Additional Shares for listing on the NYSE Amex. (e) It shall be a condition to the obligation of the Purchaser to consummate the Second Closing that the Company shall have complied in all respects with its obligations in respect of the R&D Program including, without limitation, the R&D Budget. (f) At the Second ClosingClosing the following transactions shall take place, each Investor all of which shall pay be deemed to have occurred simultaneously: (i) The Company shall sell and issue to the Purchaser, and the Purchaser shall purchase from the Company, the Additional Shares for an aggregate purchase price equal to the amount required to complete funding of the R&D Program (the “Additional Aggregate Purchase Price”) pursuant to the Updated R&D Budget. (ii) The Purchaser shall transfer to the Company the applicable Total Additional Aggregate Purchase Price by Exchange wire transfer of immediately available funds to the account of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second ClosingCompany. (iii) If Additional Shares are being issued, the Company shall deliver to each Investor the Purchaser a single stock certificate representing certificate, free and clear of all restrictive legends (except as expressly provided in Section 5.1(a)), evidencing the number of Shares purchased by such Investor at the Second ClosingAdditional Shares, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investorthe Purchaser. (iv) The Company shall provide the Purchaser with updated schedules to this Agreement, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor complete and set forth next to such Investor’s name on Schedule I-B is cancelled accurate as of the Second Closing Closing. (v) The Company shall provide the Purchaser with a compliance certificate, in form and all principal substance reasonably satisfactory to the Purchaser, certifying the accuracy of the Company’s representations and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B warranties in the Transaction Documents as of the Second Closing Date; provided that and any other documents reasonably requested by the Purchaser or its counsel in connection with the Second Closing. (vi) The Purchaser shall provide the Company with a compliance certificate, in form and substance reasonably satisfactory to the extent only a portion Company, certifying the accuracy of the principal Purchaser’s representations and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B warranties in the Transaction Documents as of the Second Closing Date, then ; and any other documents reasonably requested by the Company shall issue a new convertible promissory note to such Investor reflecting or its counsel in connection with the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebySecond Closing.

Second Closing. The second closing Following the First Closing Date and until January 6, 2017, the Company may sell, on the same terms and conditions as those contained in this Agreement, an additional number of shares of Preferred Stock equal to the Maximum Amount less the amount sold to Purchasers in the First Closing, to one or more Purchasers or such other purchasers as the Company and Purchasers otherwise agree in the manner set forth in Section 5.5 of this Agreement (the each such other purchaser, an “Second Closing” and together with Additional Purchaser”); provided, however, that each Purchaser participating in the Initial Closing shall have the right to purchase up to its pro-rata share (based on the amounts of Preferred Stock that such Purchaser purchased at the First Closing, each a “Closing”) of the transactions contemplated hereby portion of such Second Closing. Each Additional Purchaser that subscribes to the Second Closing shall be held required to become a party to this Agreement and the Registration Rights Agreement by executing and delivering a counterpart signature page thereto, and shall otherwise be deemed a “Purchaser” for purposes of this Agreement. The Company shall provide Purchasers with at least 2 Trading Days’ prior notice (but not to exceed 3 Trading Days prior to the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last Second Closing) of the conditions set forth in Articles 6 and 7 (including occurrence of the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together and, if a Purchaser wants to participate, it will provide the Company with at least one Trading Day notice of such participation. On the Initial Second Closing Date, each Purchaser shall deliver to the Company, via wire transfer or a “Closing Date”)certified check, or at immediately available funds equal to such other time and place as the Company and the Investors mutually agree upon. At Purchaser’s Subscription Amount for the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes Closing as set forth next to on the signature page hereto executed by such Investor’s name on Schedule I-B hereto. At the Second ClosingPurchaser, and the Company shall deliver to each Investor a single stock certificate representing Purchaser its respective shares of Preferred Stock, as determined pursuant to Section 2.2(a), and the number of Shares purchased by such Investor Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

Second Closing. The second closing (a) On the Second Closing Date, the Company shall issue and sell to each Second Closing Purchaser, and each Second Closing Purchaser agrees (severally and not jointly) to purchase from the Company at that time, the number of shares of Common Stock (the “Second ClosingClosing Shares” and together and, collectively with the Initial ClosingClosing Shares, each a the “ClosingShares”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 and/or Prefunded Warrants (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing DatePrefunded Warrants” and together and, collectively with the Initial Closing DatePrefunded Warrants, the “Prefunded Warrants”) and Warrants set forth opposite such Second Closing Purchaser’s name on Exhibit C hereto, at a purchase price equal to (i) $2.35 per share of Common Stock and $2.349 per Second Closing Prefunded Warrant, respectively, and (ii) $0.125 per share of each a “Closing Date”), share of Common Stock or at such other time and place as prefunded warrant underlying the Company and the Investors mutually agree upon. Warrants. (b) At the Second Closing, each Investor Second Closing Purchaser shall pay deliver to the Company via wire transfer of immediately available funds equal to the applicable Total Purchase Price purchase price for the Second Closing Shares, Second Closing Prefunded Warrants and Warrants purchased by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B heretoSecond Closing Purchaser. At the Second Closing, the Company shall will deliver or cause to be delivered to each Investor a single stock certificate Second Closing Purchaser book-entry shares representing the number Second Closing Shares and PDF copies of Shares the Second Closing Prefunded Warrants and Warrants (originals to follow by overnight courier) purchased by such Investor at the Second ClosingClosing Purchaser, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nomineeSecond Closing Purchaser’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, name. Such delivery shall be against payment of the purchase price therefor by such Second Closing Purchaser by wire transfer of immediately available funds to the Exchange Company in accordance with the Company’s written wiring instructions. Unless the Company and a Second Closing Purchaser otherwise mutually agree with respect to such Second Closing Purchaser’s Second Closing Shares, the Second Closing settlement shall occur on a “delivery versus payment” basis. (c) The obligations of the aggregate principle amount Company in connection with the Second Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Second Closing Date, as applicable, of the Outstanding Convertible Notes being Exchanged by such applicable Investor representations and warranties contained herein (unless made as of a specified date therein) of the Purchasers; and (ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next Closing Date shall have been performed in all material respects. (d) In addition to such Investor’s name on Schedule I-B is cancelled as the foregoing conditions, the obligations of the Second Closing Purchasers in connection with the Second Closing are subject to the following conditions being met (to the extent that any such conditions have not been waived on a Purchaser-by-Purchaser basis): (i) the accuracy in all material respects on the Second Closing Date of the representations and warranties contained herein (unless made as of a specified date therein) of the Company; (ii) all principal obligations, covenants and interest outstanding thereunder agreements of the Company required to be performed at or prior to the Second Closing Date shall be Exchanged as reflected on Schedule Ihave been performed in all material respects; (iii) the Second Closing Purchasers shall have received fully executed Lock-B Up Agreements dated as of the Second Closing Date; provided that to the extent only ; (iv) Second Closing Purchasers shall have received a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B Secretary’s Certificate, dated as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal Date in form and interest outstanding under such Outstanding Convertible Note or Notes after giving effect substance reasonably satisfactory to the Exchange contemplated herebySecond Closing Purchasers; (v) Second Closing Purchasers shall have received an Officer’s Certificate, dated as of the Second Closing Date in form and substance reasonably satisfactory to the Second Closing Purchasers; (vi) Second Closing Purchasers shall have received an opinion of Company Counsel, dated as of the Second Closing Date in a form reasonably satisfactory to the Second Closing Purchasers; (vii) the Registration Statement required to be filed with respect to the Initial Closing shall have been filed and declared effective and the prospectus therein shall be current; and (viii) No Material Adverse Effect shall have occurred.

Second Closing. The second closing (a) If (i) the “Company publicly announces the Second Closing Milestone Event and then following such announcement the average VWAP of the Common Stock for each of the immediately subsequent five (5) Trading Days is at least $0.6875 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Second Closing Date (which is 125% of the Per Share Purchase Price)). (b) or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Second Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement and achievement of (i) above or receipt of such written notice pursuant to (ii) above) to each Purchaser a notice identifying the date of the Second Closing” . If Company terminates the Niyad NEPHRO CRRT study then the right of a Purchaser to request a Second Closing shall terminate, and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby Company shall be held at under no obligation to sell and issue any further Securities to the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following Purchasers. (c) On or prior to the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver or cause to be delivered to each Investor Purchaser participating in the Second Closing the following: (i) the Company shall have provided each Purchaser with the Company’s wire instructions; (ii) a single stock certificate representing copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares purchased by such Investor at the Second Closing, as set forth next equal to such InvestorPurchaser’s name on Schedule I-B hereto, such stock certificate Second Closing Subscription Amount applicable to be the Shares divided by the Per Share Purchase Price and registered in the name of such InvestorPurchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, or in such nominee’s or nominees’ name(sif applicable); (iii) as designated by such Investor in writing if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the Investor Suitability Questionnaire, against payment name of such Purchaser to purchase up to a number of shares of Common Stock equal to the purchase price therefor portion of such Purchaser’s Second Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Exchange Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the aggregate principle amount Common Stock, subject to adjustment therein; (iv) a legal opinion of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that Company Counsel, directed to the extent only a portion of Purchasers, in form and substance reasonably acceptable to the principal and interest outstanding thereunder shall be converted Purchasers; and (d) On or exchanged as reflected on Schedule I-B as of prior to the Second Closing Date, then each Purchaser shall deliver or cause to be delivered to the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect Purchaser’s Second Closing Subscription Amount by wire transfer to the Exchange contemplated herebyaccount specified in writing by the Company.

Second Closing. The second Beginning on the 50th day following the First Closing Date and until the 60th day following the First Closing Date (the “Second Closing Option Period”), the Company may sell and the Purchasers shall be required, severally and not jointly, to purchase up to an aggregate of $250,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s applicable Subscription Amount for the Second Closing as set forth on the signature page hereto executed by such Purchaser (such closing (of the sale of such Preferred Stock, the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such dateSecond Closing, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”). The aggregate number of shares of Preferred Stock sold hereunder shall be up to 250. The Company shall provide written notice to the Purchasers at least 2 Trading Days (but not earlier than three Trading Days prior to the Second Closing) of its election to sell the applicable Preferred Stock at the Second Closing. Each Purchaser shall deliver to the Company, via wire transfer or at a certified check, immediately available funds equal to such other time Purchaser’s applicable Subscription Amount for the Second Closing as set forth on the signature page hereto executed by such Purchaser, and place the Company shall deliver to each Purchaser its respective shares of Preferred Stock and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the Investors mutually agree upon. At other items set forth in Section 2.2 deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, each Investor the Second Closing shall pay occur at the offices of Company Counsel or such other location as the parties shall mutually agree. Notwithstanding the foregoing, in the event that the Company does not provide written notice to the Purchasers during the Second Closing Option Period that it has elected to sell the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At Preferred Stock at the Second Closing, the Company shall deliver have deemed to each Investor a single stock certificate representing the number of Shares purchased by have waived its right to sell such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyPreferred Stock.

Second Closing. (i) The second closing (Company shall have the “right, but not the obligation, to request that the Second Closing” and together with Closing Investors agree to purchase $5,000,000 in aggregate principal amount of Second Closing Notes at any time on or prior to the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived Subsequent Closing Deadline in accordance with this Agreement Section 2.1(b). (ii) In the event that the Company desires to request that the Second Closing Investors purchase the Second Closing Notes pursuant to this Section 2.1(b), the Company shall deliver each Second Closing Investor written notice of such daterequest (a “Second Closing Request”) on or prior to the date that is fifteen (15) Business Days prior to the Subsequent Closing Deadline, which Second Closing Request shall (x) set forth the Company’s irrevocable offer to sell the Second Closing Notes to the Second Closing Investors in accordance with this Section 2.1(b), and (y) specify the closing date for such sale of Second Closing Notes hereunder (the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as which Second Closing Date (A) shall not be earlier than the Company and fifteenth (15th) Business Day following the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as delivery of the Second Closing Election Notice to the Company, and all principal and interest outstanding thereunder (B) shall not be Exchanged as reflected on Schedule I-B as of later than the Subsequent Closing Deadline. (iii) In the event that the Company shall timely deliver a Second Closing Request to the Second Closing Date; provided that Investors in accordance with the foregoing, each Second Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, of Second Closing Notes in principal amount equal to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the amount set forth across from such Second Closing DateInvestor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors (with respect to any particular Second Closing Investor, then such Second Closing Notes are herein referred to as such Second Closing Investor’s “Applicable Second Closing Notes”). In the event that any Second Closing Investor desires to purchase such Second Closing Investor’s Applicable Second Closing Notes, such Second Closing Investor must deliver written notice to the Company shall issue of its election to purchase such Second Closing Investor’s Applicable Second Closing Notes hereunder (a new convertible promissory note to such Investor reflecting “Second Closing Election Notice”) no later than five (5) Business Days after the remaining principal Company’s request and interest outstanding under such Outstanding Convertible Note or Notes after giving effect in no event later than ten (10) Business Days prior to the Exchange contemplated herebySubsequent Closing Deadline, which Second Closing Election Notice shall specify that such Second Closing Investor is exercising its right under this Section 2.1(b) to purchase such Second Closing Investor’s Applicable Second Closing Notes (any Second Closing Investor that shall so deliver a Second Closing Election Notice to the Company in accordance with the foregoing is herein referred to as an “Exercising Second Closing Investor”).

Second Closing. The second closing i. At the Second Closing (which, for the avoidance of doubt, shall occur on the Second Closing Date), upon the terms set forth herein, the Company hereby agrees to issue and sell to each Major Purchaser, and each Major Purchaser agrees to purchase from the Company, severally and not jointly, the number of shares of Common Stock determined by multiplying (a) the percentage set forth opposite such Major Purchaser’s name on Exhibit B hereto (the “Second Closing” and together with the Initial Closing, each a “ClosingClosing Percentage”) by (b) the number of shares of Common Stock determined by dividing $50,000,000 by the transactions contemplated hereby shall be held at Second Closing Purchase Price, and rounded down to the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement nearest whole share (such dateshares, collectively, the “Second Closing Date” Common Shares”), at a purchase price per share equal to the Second Closing Purchase Price; provided, however, that, at the election of any Major Purchaser, such Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock at a purchase price per share equal to the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Major Purchaser is obligated to purchase from the Company pursuant to this Section 2.3(i) (such shares being referred to as such Major Purchaser’s “Second Closing Preferred Shares”, and the Second Closing Common Shares together with all Second Closing Preferred Shares, the “Second Closing Shares”). The Company shall provide each Major Purchaser written notice of the amount of such Major Purchaser’s Second Closing Common Shares as promptly as possible following the Company’s calculation of the Second Closing Purchase Price, and such Major Purchaser shall notify the Company as promptly as possible following receipt of such written notice of such Major Purchaser’s election to purchase any Second Closing Preferred Shares, if any. The sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak only as of the Initial Closing Date, each a “and (ii) the representations and warranties of the Major Purchasers participating in the Second Closing set forth in Section 3.2 hereof shall speak as of the Second Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. ii. At the Second Closing, each Investor Major Purchaser shall pay deliver to the Company via wire transfer or certified check immediately available funds equal to its aggregate purchase price for the applicable Total Second Closing Shares and the Company shall deliver to each Major Purchaser certificate(s) representing its respective Second Closing Shares. iii. In the event that a Major Purchaser fails to purchase at the Second Closing the total number of Second Closing Shares required to be purchased by such Major Purchaser pursuant to this Section 2.3 (any such Major Purchaser being referred to herein as a “Non-Participating Major Purchaser”), then the Initial Warrant held by such Major Purchaser shall automatically terminate and be of no further force or effect. iv. Notwithstanding anything set forth in this Agreement to the contrary: (i) if, on the Second Closing Date, the Second Closing Purchase Price would be less than $4.70 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the Effective Date), the Company may elect, at its sole option (and as required to comply with applicable rules of The Nasdaq Stock Market, including, without limitation, compliance with stockholder approval requirements necessary to consummate the Second Closing), to provide the Major Purchasers with written notice signed by Exchange the Company’s Chief Executive Officer or Chief Financial Officer of its election not to consummate the aggregate principle amount Second Closing, in which event the Second Closing shall not occur and the Company’s obligation to issue and sell the Second Closing Shares to each Major Purchaser shall automatically terminate and be of no further force or effect and each Major Purchaser’s obligation to purchase the Outstanding Convertible Notes as set forth next Second Closing Shares shall terminate and be of no further force or effect; (ii) in the event that, prior to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company effects an Applicable Capital Raising Transaction, then, at the Company’s sole option (which option shall deliver be triggered by the Company delivering a written notice to each Investor a single stock certificate representing Major Purchaser at least 10 calendar days prior to the Second Closing Date (any such notice, the “Reduction Notice”)), the aggregate number of Second Closing Common Shares purchased to be sold to the Major Purchasers at the Second Closing shall be reduced pro rata (based on each Major Purchaser’s Second Closing Percentage) up to an amount determined by dividing (a) the aggregate Non-Dilutive Capital by (b) the Second Closing Purchase Price (and rounded down to the nearest whole share), which amount will be reflected in such Investor at Reduction Notice along with a schedule showing the amount of each Major Purchaser’s Second Closing Common Shares; and (iii) the amount of each Major Purchaser’s Second Closing Common Shares shall automatically be reduced to the extent required to ensure that following the Second Closing, as set forth next to no Major Purchaser (together with such InvestorMajor Purchaser’s name on Schedule I-B heretoaffiliates, and any other person whose beneficial ownership of Common Stock would be aggregated with such stock certificate to be registered in the name Major Purchaser for purposes of such Investor, Section 13(d) or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment Section 16 of the purchase price therefor by Exchange Act and the Exchange applicable regulations of the aggregate principle amount Commission, including any “group” of which such Major Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of 19.99% of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as number of shares of the Second Closing and all principal and interest Common Stock outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes immediately after giving effect to the Exchange contemplated herebyissuance of shares of Common Stock pursuant to the Second Closing.

Second Closing. The second Subject to the Company obtaining Stockholder Approval (as defined in Section 4.7 herein), there shall be an additional closing (the “Second Closing”), which shall take place immediately following the Stockholder Meeting (as defined in Section 4.7 herein). The date on which the Second Closing occurs is hereinafter referred to as the “Second Closing Date.” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall The Second Closing will be held deemed to occur at the offices of Fenwick & West LLP, ▇▇▇ M▇▇▇▇▇ Song LLP, 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following . The Initial Closing and the date on which Second Closing are collectivelty referred to herein as the last “Closings.” At the Second Closing: (A) each of the conditions set forth in Articles 6 and 7 (including to the conditions Second Closing described in Section 6(p)) 5.4 and Section 5.5 shall have been satisfied or waived in accordance with this Agreement as specified therein, (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, B) each Investor shall pay have converted their respective Debentures, the Company the applicable Total Purchase Price number of shares of Common Stock to be received by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as each Investor upon such exercise is set forth next to opposite such Investor’s name on in column (3) of Schedule I-B hereto. At A hereto under the heading Second Closing, , (C) the Company shall deliver have delivered to each Investor a single stock certificate representing their respective portion of the number Cash Amount payable to each Investor at the Second Closing in the amount set forth opposite such Investor’s name in column (6) of Schedule A hereto under the heading Second Closing; provided, however, in the event that the Second Closing takes place after March 31, 2006, the portion of the Cash Amount payable by the Company to each Investor at the Second Closing shall be reduced in an amount equal to the Interest paid to the Investor on March 31, 2006 pursuant to the terms of the Debentures, (D) the Company shall have delivered to each Investor their respective portion of the Registrable Common Shares purchased by such issuable to each Investor at the Second Closing, as which number of shares of Common Stock is set forth next to opposite such Investor’s name on in column (4) of Schedule I-B hereto, such stock certificate to be registered in A hereto under the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the heading Second Closing. Each , and (E) the Company shall have delivered to each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and a Warrant to purchase the number of shares of Common Stock set forth next to opposite such Investor’s name on in column (5) of Schedule I-B is cancelled as of A hereto under the heading Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyClosing.

Second Closing. The A second closing Closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby purchase and sale of WinWin Shares shall be held take place at the offices of Fenwick & West LLP▇▇▇▇▇▇ Godward llp, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following , at 10:00 a.m. Pacific time, at PBT’s sole option, at any time after the Initial Closing Date and on or before the one-year anniversary of the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor PBT shall pay purchase, and WinWin shall issue and sell, against delivery of payment therefor, a number of WinWin Shares (the Company “Second Closing WinWin Shares”) such that, following the applicable Total Purchase Price by Exchange issuance of the aggregate principle amount Second Closing WinWin Shares, PBT will hold, at PBT’s option, up to 35% of the Outstanding Convertible Notes as capital stock of WinWin on a fully diluted, as-converted-to-common basis, and WinWin shall authorize its transfer agent to issue to PBT a certificate registered in the name of PBT, representing the Second Closing WinWin Shares and bearing the legend set forth next to such Investor’s name on Schedule I-B heretoin Section 4(x)(vi). At The purchase price for the Second Closing, the Company shall deliver Closing WinWin Shares will be paid by PBT’s delivery to each Investor a single stock certificate representing the number of Shares purchased by such Investor WinWin at the Second Closing, as set forth next at PBT’s option, of (i) cash, (ii) fully paid and nonassessable newly issued shares of PBT’s Series C Preferred Stock (the “Second Closing PBT Shares”), each with a deemed value of $5.00, which shares will have the rights, preferences and privileges accorded to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered shares in the name of such InvestorPBT Charter, or in such nominee’s or nominees’ name(s(iii) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment a combination of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the cash and Second ClosingClosing PBT Shares. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as In advance of the Second Closing the PBT Board of Directors shall have authorized the issuance and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as sale to WinWin of the Second Closing Date; provided that to PBT Shares, and shall have reserved a sufficient number of shares of PBT Common Stock for issuance upon the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as conversion of the Second Closing Date, then PBT Shares. In no event shall the Company shall issue Second Closing occur following the date on which this Agreement has terminated in accordance with Section 13 hereof. The Initial Closing PBT Shares and the Second Closing PBT Shares are referred to collectively as the “PBT Shares.” The Initial Closing and the Second Closing are referred to collectively as the “Closings” and individually as a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby“Closing.”

Second Closing. The second Purchasers shall purchase, and the Company shall issue and sell, additional Shares as follows: (a) The closing of any such purchase and sale (the a “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held take place at the offices of Fenwick & West LLPthe Company, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following Road, Suite 500, Chesterfield, Missouri 63017, at 10:00 a.m. CDT at such time and date as shall be set forth in a written notice from the Company to each Purchaser (or such later date agreed to by the Company and the Purchasers), which may be sent by electronic transmission, at least seven (7) calendar days prior to the Second Closing. Such written notice shall include a copy of the Revised Financial Model. The first date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, a Second Closing occurs is referred to herein as the “Second Closing Date.” and together with Prior to the Initial Second Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver distribute to each Investor of the Purchasers a single stock certificate representing copy of the Amended and Restated Credit Agreement. (b) Each Purchaser which finds the Revised Financial Model unacceptable shall have the option to reduce the number of Shares purchased by such Investor it will purchase at the Second Closing, as set forth next Closing or may cancel its agreement to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor Shares at the Second Closing. Each Investor agrees Purchaser which finds the Revised Financial Model to be acceptable, or which finds the Revised Financial Model to be unacceptable but nonetheless desires to purchase Shares at the Second Closing, shall notify the Company in writing, or by electronic transmission, by 5:00 p.m., CDT on the date that each is two calendar days prior to the scheduled Second Closing Date (as specified in the Company’s notice referred to in paragraph (a) above) that such Outstanding Convertible Note Purchaser either (i) finds the Revised Financial Model acceptable and desires to purchase the Shares specified in such notice from such Purchaser at the Second Closing (which number of Shares may be the same or Notes held by such Investor and fewer than the number of Shares set forth next to such InvestorPurchaser’s name on Schedule I-B is cancelled as of Exhibit A under the column “Second Closing Date Shares”) or (ii) finds the Revised Financial Model unacceptable, but nonetheless desires to purchase the Shares specified in such notice from such Purchaser at the Second Closing (which number of Shares may be the same as or fewer than the number of Shares set forth next to such Purchaser’s name on Exhibit A under the column “Second Closing Date Shares”). Notwithstanding the foregoing, the Company shall have the absolute right to accept any such notification referred to in the preceding sentence from any Purchaser or only certain Purchasers (as determined by the Company in its sole and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as absolute discretion) at any time after the expiration of the Second Closing Dateperiod referred to in the preceding sentence; provided that to no Second Closing may occur at any time after August 31, 2002. If the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of Company accepts any such notice at any time following the Second Closing Date, then the Company and such Purchaser shall promptly close such purchase and sale on such date as specified by Company. Any Purchaser that has not provided a notice to the Company as set forth in this Section 2.4(b) prior to the expiration of such period (as may be extended at any time by the Company in its sole and absolute discretion for any Purchaser or only certain Purchasers) shall be conclusively deemed to have (i) found the Revised Financial Model unacceptable and (ii) elected not to participate in the Second Closing. Any Second Closing that occurs following the Second Closing Date must be approved by the Board of Directors of the Company. (c) Subject to Section 2.4(b) above and subject to satisfaction of the conditions specified in Section 5.3, each Purchaser which has provided a notice to the Company in the manner set forth in Section 2.4(b) above shall be obligated to purchase on the Second Closing Date (or such later date as may have been agreed to by the Company and the Purchasers) the lesser of the number of Shares set forth next to such Purchaser’s name on Exhibit A under the column “Second Closing Date Shares,” or such number of Shares as may be specified by the Purchaser pursuant to Section 2.4(b). (d) The maximum number of Shares which the Company will issue and sell in the Initial Closing and the Second Closing, taken together, will not exceed 56,666,666. (e) At any Second Closing, the Company will deliver to each Purchaser a certificate evidencing the number of shares of Series A Preferred Stock to be purchased by such Purchaser at the Second Closing as provided above against payment of the Purchase Price for all such Shares in immediately available funds. The Series A Preferred Stock to be delivered at the Second Closing will be issued to the appropriate Purchaser on the date of such Second Closing and registered in such Purchaser’s name in the Company’s records in the amount purchased by such Purchaser on the date of such Second Closing. Promptly following the Second Closing Date, the Company shall issue a new convertible promissory note cause Exhibit A to such Investor reflecting this Agreement to be amended to reflect the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to actual purchases made by the Exchange contemplated herebyPurchasers on the Second Closing Date.

Second Closing. The second closing (i) In the event that the FDA Approval shall occur on or prior to September 30, 2022, the Company shall, within two (2) Business Days following the occurrence of the FDA Approval, deliver written notice of such FDA Approval to each of the Second Closing Investors (such notice, a “FDA Approval Notice”), which FDA Approval Notice shall specify (x) that the FDA Approval shall have occurred, and (y) the label with respect to which such FDA Approval has occurred (such label, the “FDA Approved Label”). Upon receipt of a FDA Approval Notice in accordance with the foregoing, in the event that a Second Closing Investor shall, in its sole discretion (subject to the following sentence), approve of the FDA Approved Label, such Second Closing Investor shall, within five (5) Business Days of receipt of such FDA Approval Notice, deliver the Company written notice of such Second Closing Investor’s approval of the FDA Approved Label (such notice, an “Investor Label Approval Notice”; and any such Second Closing Investor that delivers an Investor Label Approval Notice in accordance with the foregoing is herein referred to as an “Approving Second Closing Investor”). Notwithstanding the foregoing, each Second Closing Investor agrees to provide an Investor Label Approval Notice in accordance with the foregoing if the FDA Approved Label is exactly in the form attached as Annex A to the Label Side Letter, with no amendments, modifications, supplements or additional provisions thereto (it being acknowledged and agreed that, if the FDA Approved Label is not exactly in the form attached as Annex A to the Label Side Letter, with no amendments, modifications, supplements or additional provisions thereto, each Second Closing Investor’s decision whether to approve the FDA Approved Label and provide an Investor Label Approval Notice shall be in such Second Closing Investor’s sole discretion). (ii) In the event that (x) the FDA Approval shall occur on or prior to September 30, 2022 and (y) an Approving Second Closing Investor shall deliver an Investor Label Approval Notice in accordance with the foregoing clause (i) (the occurrence of the events specified in both clause (x) and clause (y) is herein collectively referred to as the “Second Closing” Closing Trigger Event”), then the Company shall, subject to clause (iv) below, become irrevocably obligated to issue, sell and together with deliver to each Approving Second Closing Investor such Approving Second Closing Investor’s Second Closing Notes on the Initial Second Closing Date on the terms and conditions set forth herein. (iii) Subject to clause (iv) below, solely in the event that the Second Closing Trigger Event shall occur, then, subject to the terms and conditions set forth in this Agreement, at the Initial Second Closing, the Company shall issue and sell to each Approving Second Closing Investor, and each such Approving Second Closing Investor shall, severally and not jointly, purchase from the Company, each such Approving Second Closing Investor’s Second Closing Notes in the principal amount set forth across from each such Approving Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, at a “Closing”) purchase price equal to the principal face amount thereof. The date and time of the transactions contemplated hereby Initial Second Closing shall be held 10:00 a.m. (New York time) on the Initial Second Closing Date. The Initial Second Closing shall take place at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”)LLP, or at such other time and place location as the Company and the Investors mutually agree uponparties determine. At the The Initial Second Closing, each Investor shall pay the Company the applicable Total Purchase Price Closing may take place by Exchange delivery of the aggregate principle amount of the Outstanding Convertible Notes as set forth next items to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor be delivered at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Initial Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted by facsimile or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyother electronic transmission.

Second Closing. The second closing Subject to the terms and conditions hereof, in the event that the Purchase Price paid for the Units does not exceed the Maximum Offering Amount, the Company agrees to issue and sell to the Purchasers who execute this agreement and are listed on Exhibit B hereto and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase from the Company on such Second Closing Date (as defined below), up to such number of Units for an aggregate purchase price that is the difference between the gross proceeds from the First Closing and the Maximum Offering Amount (the “Second Closing”). The First Closing and the Second Closing are each referred to in this Agreement as a “Closing.” Notwithstanding the foregoing, the aggregate number of Units sold in both the First Closing and the Second Closing shall not exceed 7,887,500. Subject to the terms and conditions set forth in this Agreement, the date and time of the Second Closing (the “Second Closing Date,” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial First Closing Date, each a “Closing Date” and collectively, the “Closing Dates”)) shall be 1:00 p.m., or at such other time and place as New York City Time, on the date mutually agreed to by the Company and the Investors mutually agree uponPurchasers executing a signature page hereto; provided, however, that such date is not expected to be later than June 30, 2008 and that all of the conditions set forth in Article IV hereof and applicable to the Second Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at the Second Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser to be listed on Exhibit B hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit B to be attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Second Closing, each Investor Purchaser shall pay the Company the applicable Total deliver its Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that wire transfer to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect escrow account pursuant to the Exchange contemplated herebyEscrow General Agreement (as hereafter defined).

Second Closing. On the Second Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $3,000,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a). The second closing Second Closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the date on which the Registration Statement registering all of the Registrable Securities (as defined in the Registration Rights Agreement) is declared effective by the Commission (the “Second Closing” and together with ”). On the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”)Purchaser shall deliver to the Escrow Agent, or at via wire transfer, immediately available funds equal to such other time and place as the Company and the Investors mutually agree upon. At Purchaser’s Subscription Amount for the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes Closing as set forth next to on the signature page hereto executed by such Investor’s name on Schedule I-B hereto. At the Second ClosingPurchaser, and the Company shall deliver to each Investor a single stock certificate representing the number Purchaser shares of Shares purchased by Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Investor at the Second Closing, Purchaser’s Subscription Amount as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated signature page hereto executed by such Investor Purchaser, and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor Section 2.2 deliverable at the Second Closing. Each Investor agrees In connection with the initial Registration Statement filed by the Company, upon receipt by the Company of notification (oral or written, whichever occurs earlier) from the Commission that each such Outstanding Convertible Note Registration Statement shall not be reviewed or Notes held by such Investor and set forth next shall not be subject to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Datefurther review, then the Company shall issue a new convertible promissory note have promptly delivered written notice thereof to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect each Purchaser, which written notice (1) shall be delivered to the Exchange contemplated herebyPurchasers contemporaneously with the Company’s filing with the Commission of a request of a request for acceleration in accordance with Rule 461 promulgated under the Securities Act and (2) shall include the proposed date of effectiveness of the Registration Statement, which shall not be later than 5 Trading Days following the delivery date of such notice to the Purchasers.

Second Closing. i. The second closing (obligations of KiOR to sell the “Shares, and of the Purchasers to purchase the Shares are subject to the fulfillment, on or before the Second Closing” , of each of the following conditions: (a) The notifications of the Purchasers and together with KiOR pursuant to the Initial ClosingHSR Act, each a “Closing”if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) not have been satisfied restrained, enjoined or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”)otherwise prohibited or made illegal by, or at such other time and place as conditioned upon the Company and receipt of any approvals or consents from Governmental Authorities under, any applicable law; and (c) The Stockholder Approval shall have been obtained; ii. The obligations of KiOR to sell the Investors mutually agree upon. At Shares are subject to the fulfillment, on or before the Second Closing, of each Investor of the following conditions, unless otherwise waived by KiOR: (a) the Company shall have completed the Financing Event; (b) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the Company amount set forth opposite such Purchaser’s name under the heading “Aggregate Purchase Price” on the Schedule of Purchasers for the Shares being purchased by such Purchaser at the Second Closing. The Second Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Total Aggregate Purchase Price by Exchange indicated thereon, except, to the extent contemplated herein, such amounts are deemed to be converted into Shares at the Second Closing in exchange for the cancellation or conversion of indebtedness of KiOR to the applicable Purchaser under the terms of the aggregate principle amount Existing Loan as in effect on the date hereof; and (c) each of the Outstanding Convertible Notes as set forth next to such Investor’s name representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on Schedule I-B hereto. At the date of the Second Closing, and the occurrence of such Second Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Shares are subject to the fulfillment, on or before the Second Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Company shall have completed the Financing Event, (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or “Material Adverse Effect” in the text thereof) on and as of the Second Closing; (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Second Closing; (d) the Chief Executive Officer of Chief Financial Officer of KiOR shall deliver to the Purchasers at the Second Closing a certificate certifying that the conditions specified in clauses (b) and (c) have been fulfilled; (e) KiOR shall have received all consents, authorizations or approvals referred to in Schedule 4.3, in form and substance reasonably satisfactory to KiOR and the Purchasers, and no such consent, authorization or approval shall have been revoked; (f) KiOR shall deliver to each Investor a single stock certificate representing of the Purchasers one or more certificates for the number of Shares purchased by set forth opposite such Investor at Purchaser’s name under the heading “Second Closing, as set forth next to such Investor’s name ” on the Schedule I-B hereto, such stock certificate to be of Purchasers registered in the name of such InvestorPurchaser; (g) each other Purchaser shall have, or in substantially simultaneously with such nominee’s or nominees’ name(s) as designated Purchaser, consummated those transactions contemplated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor this Agreement to occur at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then and (h) the Company shall issue a new convertible promissory note to such Investor reflecting have provided each Purchaser with evidence of the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect filing of Listing of Additional Shares Notification Form with NASDAQ with respect to the Exchange contemplated herebyshares of Class A Common Stock to be issued at the Second Closing.

Second Closing. The second (a) Subject to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by Section 2.2(b) of this Agreement (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held take place at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following place and on the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” ”) as specified by Buyer in a notice to the Selling Shareholders duly signed and together delivered by Buyer as promptly as practicable following the delivery of the 2008 Audited Financial Statements to Buyer (such Second Closing to take place within five (5) Business Days following such delivery and in any event no later than May 15, 2009, unless the delivery of the 2008 Audited Financial Statements has been delayed due to a failure on the part of Key Management to timely furnish the Auditors with the Initial Closing Datemanagement accounts required for the preparation thereof, each a “Closing Date”), or at in which case such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor payment shall pay the Company the applicable Total Purchase Price by Exchange be made within five (5) Business Days of delivery of the aggregate principle amount 2008 Audited Financial Statements). (b) Upon the occurrence of a Prospective Event of Change in Control after the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor First Closing Date and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of before the Second Closing Date, then Buyer shall notify the Company shall issue a new convertible promissory note to Sellers’ Representative within three (3) Business Days of the occurrence of such Investor reflecting Prospective Event of Change in Control, and the remaining principal Second Closing and interest outstanding under such Outstanding Convertible Note or Notes after giving effect the Third Closing may take place on an accelerated basis. Notwithstanding any other provision of this Agreement to the Exchange contemplated herebycontrary in the event of a Prospective Event of Change in Control, (i) the Second Closing and the Third Closing shall take place immediately prior to the closing of such Prospective Event of Change in Control, (ii) the Second Installment Consideration shall be equal to US$68,906,250, payable in cash and (iii) the Third Installment Consideration shall be equal to US$68,906,250, payable in cash. (c) Upon the occurrence of a Key Management Dismissal Event after the First Closing Date and before the Second Closing Date, the Second Closing and the Third Closing shall take place on an accelerated basis. Notwithstanding any other provision of this Agreement to the contrary, (i) the Second Closing and the Third Closing shall take place within seven (7) Business Days of the occurrence of the Key Management Dismissal Event, (ii) the Second Installment Share Consideration shall be equal to US$90,781,250 divided by the Average FM Share Price, (iii) the Third Installment Share Consideration shall be equal to US$68,906,250 divided by the Average FM Share Price and (iv) the Additional Share Consideration shall be equal to US$21,875,000 divided by the Average FM Share Price. (d) The Sellers’ Representative shall deliver the Second Installment Allocation Schedule to Buyer no later than five (5) Business Days prior to the Second Closing Date. (e) At or prior to the Second Closing, Buyer shall deliver to the Sellers’ Representative for the benefit of the Selling Shareholders and the Option Holders true copies of the register of members of Buyer indicating the transfer to the Selling Shareholders and the Option Holders and registration in the name of the Selling Shareholders and the Option Holders in respect of the Second Installment Share Consideration, if any, as set forth opposite their respective names in the Second Installment Allocation Schedule. Section 2.5

Second Closing. Upon confirmation that the conditions to closing specified herein (other than Section 6.3(e)) have been satisfied or duly waived by the Investors, the Company shall deliver to ▇▇▇▇▇▇▇ Procter LLP, acting in its capacity as escrow agent in connection with the Second Closing (the “Escrow Agent”), to be held in escrow, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Remaining Shares, with instructions that such certificates are to be held for release to the Investors only upon payment in full and release of the Remaining Purchase Price to the Company by all the Investors. Upon receipt of such certificates by the Escrow Agent, each Investor shall promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of the Escrow Agent as instructed in writing by the Escrow Agent, in an amount representing such Investor’s pro rata portion of the Remaining Purchase Price as set forth on the signature pages to this Agreement (the “Escrow Funds”) (such date that the Escrow Funds are received by the Escrow Agent shall hereafter be referred to as the “Escrow Date”). The second closing Escrow Funds and certificates representing the Remaining Shares shall be held by the Escrow Agent until satisfaction of the condition set forth in Section 6.3(e) hereof. Upon confirmation that the condition set forth in Section 6.3(e) hereof has been satisfied by the Company, the Escrow Agent shall release the Escrow Funds to the Company. On the date (the “Second Closing” and together with the Initial Closing, each a “ClosingClosing Date”) of the transactions contemplated hereby Company receives the Remaining Purchase Price, the certificates evidencing the Remaining Shares shall be held released by the Escrow Agent to the Investors. The Second Closing shall take place at the offices of Fenwick & West ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time location and place on such other date as the Company and a majority in interest of the Investors shall mutually agree uponagree. At Notwithstanding the Second Closingforegoing, each Investor shall pay in the Company event that the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as condition set forth next to such Investor’s name on Schedule I-B hereto. At in Section 6.3(e) is not satisfied within the Second Closingtime period set forth therein, the Company Escrow Funds and certificates representing the Remaining Shares shall deliver be returned to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second ClosingInvestor, as set forth next pursuant to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of instructions from each such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in and the Investor Suitability QuestionnaireCompany, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyrespectively.

Second Closing. The A second closing Closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby purchase and sale of WinWin Shares shall be held take place at the offices of Fenwick & West LLPCooley Godward llp, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following , at 10:00 a.m. Pacific time, at PBT’s sole option, at any time after the Initial Closing Date and on or before the one-year anniversary of the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor PBT shall pay purchase, and WinWin shall issue and sell, against delivery of payment therefor, a number of WinWin Shares (the Company “Second Closing WinWin Shares”) such that, following the applicable Total Purchase Price by Exchange issuance of the aggregate principle amount Second Closing WinWin Shares, PBT will hold, at PBT’s option, up to 35% of the Outstanding Convertible Notes as capital stock of WinWin on a fully diluted, as-converted-to-common basis, and WinWin shall authorize its transfer agent to issue to PBT a certificate registered in the name of PBT, representing the Second Closing WinWin Shares and bearing the legend set forth next to such Investor’s name on Schedule I-B heretoin Section 4(x)(vi). At The purchase price for the Second Closing, the Company shall deliver Closing WinWin Shares will be paid by PBT’s delivery to each Investor a single stock certificate representing the number of Shares purchased by such Investor WinWin at the Second Closing, as set forth next at PBT’s option, of (i) cash, (ii) fully paid and nonassessable newly issued shares of PBT’s Series C Preferred Stock (the “Second Closing PBT Shares”), each with a deemed value of $5.00, which shares will have the rights, preferences and privileges accorded to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered shares in the name of such InvestorPBT Charter, or in such nominee’s or nominees’ name(s(iii) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment a combination of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the cash and Second ClosingClosing PBT Shares. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as In advance of the Second Closing the PBT Board of Directors shall have authorized the issuance and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as sale to WinWin of the Second Closing Date; provided that to PBT Shares, and shall have reserved a sufficient number of shares of PBT Common Stock for issuance upon the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as conversion of the Second Closing Date, then PBT Shares. In no event shall the Company shall issue Second Closing occur following the date on which this Agreement has terminated in accordance with Section 13 hereof. The Initial Closing PBT Shares and the Second Closing PBT Shares are referred to collectively as the “PBT Shares.” The Initial Closing and the Second Closing are referred to collectively as the “Closings” and individually as a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby“Closing.”

Second Closing. On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of 3,000 Preferred Shares with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, as determined pursuant to Section 2.2(a). The second closing Second Closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading Days of, the date on which the Registration Statement registering all of the Registrable Securities (as defined in the Registration Rights Agreement) is declared effective by the Commission (the “Second Closing” and together with ”). On the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”)Purchaser shall deliver to the Company, or at via wire transfer, immediately available funds equal to such other time and place as the Company and the Investors mutually agree upon. At Purchaser’s Subscription Amount for the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes Closing as set forth next to on the signature page hereto executed by such Investor’s name on Schedule I-B hereto. At the Second ClosingPurchaser, and the Company shall deliver to each Investor a single stock certificate representing the number of Purchaser its respective Preferred Shares purchased by such Investor at the Second Closingand Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor Section 2.2 deliverable at the Second Closing. Each Investor agrees In connection with the initial Registration Statement to be filed by the Company, when the Company reasonably expects that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of Registration Statement may become effective in the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Datenear future, then the Company shall issue provide the Purchasers with a new convertible promissory note to written notice specifying the expected date of effectiveness, which shall not be less than 21 days following the delivery date of such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect notice to the Exchange contemplated herebyPurchasers. upon receipt by the Company of notification (oral or written, whichever occurs earlier) from the Commission that such Registration Statement shall not be reviewed or shall not be subject to further review, the Company shall have promptly delivered written notice thereof to each Purchaser, which written notice (1) shall be delivered to the Purchasers prior to the Company’s filing with the Commission of a request of a request for acceleration in accordance with Rule 461 promulgated under the Securities Act and (2) shall include the proposed date of effectiveness of the Registration Statement, which shall not be less than eight (8) days following the delivery date of such notice to the Purchasers.

Second Closing. The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the issuance and -------------- sale of Notes, Series A Warrants and Series B Warrants pursuant to Subsection 1.4 hereof and certain of the other transactions contemplated hereby (the "Second Closing") shall be held take place at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇Procter & ▇▇▇▇ ▇▇▇▇LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the Exchange Place, Boston, Massachusetts, on such date on which the last as all of the conditions set forth specified in Articles 6 and 7 (including Subsection 3.1 required to be satisfied at or prior to the conditions described in Section 6(p)) Second Closing shall have been satisfied or waived in accordance with this Agreement by the Principal Purchaser (such datedate on which the Second Closing shall have actually occurred, the “"Second Closing Date” and together "). The Company shall provide the Purchasers with thirty days prior written notice of the Initial proposed Second Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall will deliver or cause to be delivered to each Investor Purchaser, a single stock Note in the principal amount specified opposite such Purchaser's name on the signature page hereto, a single Series A Warrant certificate representing to purchase the number of Shares purchased by shares of Common Stock specified opposite such Investor at Purchaser's name on the signature page hereto, and a single Series B Warrant certificate to purchase the number of shares of Common Stock specified opposite such Purchaser's name on the signature page hereto (or such greater number of Notes or Warrant certificates as such Purchaser may request upon four (4) days prior notification), in each case dated the date of the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be Closing and registered in the such Purchaser's name or (upon four (4) days prior notification) that of such Investor, or in such its nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by in the Exchange of amount specified opposite such Purchaser's name on the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor signature pages hereto. If at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note Closing the Company shall fail to tender to the Purchasers any of the Notes, Series A Warrants or Notes held Series B Warrants to be purchased by such Investor and set forth next the Purchasers as provided in this Subsection 2.2, or if any of the conditions specified in Subsection 3.1 required to such Investor’s name on Schedule I-B is cancelled as of be satisfied at or prior to the Second Closing shall not have been satisfied or waived by the Principal Purchaser at or prior to June 30, 1997 (or such later date as the Principal Purchaser, in its sole discretion, shall consent to in writing), the Purchasers shall, at their election, be relieved of all further obligations under this Agreement, without thereby waiving any other respective rights they may have by reason of such failure or such non-fulfillment. The Company acknowledges and agrees that the Principal Purchaser shall have the absolute right, in its sole discretion, to waive any or all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that conditions specified in Section 3.1 required to be satisfied at or prior to the extent only a portion Second Closing, and, notwithstanding anything to the contrary set forth herein or in any of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as other Transaction Documents, the Company hereby irrevocably agrees with the Purchasers, that upon the written request of the Second Closing DatePrincipal Purchaser, then the Company shall issue and sell to the Purchasers the Notes and Warrants to be issued and sold to the Purchasers pursuant to this Section 2.2 on such proposed Second Closing Date as the Principal Purchaser shall specify in such request (which proposed Second Closing Date shall be not less than seven (7) Business Days prior to nor more than thirty (30) Business Days after such request is delivered to the Company by the Principal Purchaser). In the event any Purchaser (other than the Principal Purchaser) shall decline (such Purchaser being hereinafter referred to as a new convertible promissory note "Declining Purchaser") to purchase any of the Notes or Warrants to be issued and sold to such Investor reflecting Declining Purchaser at the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect Second Closing pursuant to the Exchange contemplated herebyterms of this Agreement, the Principal Purchaser shall purchase all of the Notes and Warrants that were to have been issued and sold to such Declining Purchaser.

Second Closing. (i) The second closing (obligations of the “Second Closing” and together Company hereunder in connection with the Initial Closing, each a “Closing”Second Closing are subject to the following conditions being met: (A) the accuracy in all material respects on the Second Closing Date of the transactions contemplated hereby representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be held accurate as of such date); (B) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to Second Closing Date shall have been performed; and (C) the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last delivery by each Purchaser of the conditions items set forth in Articles 6 Section 2.2(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Second Closing are subject to the following conditions being met: (A) the accuracy in all material respects on the Second Closing Date of the representations and 7 warranties of the Company contained herein (including unless as of a specific date therein in which case they shall be accurate as of such date); (B) all obligations, covenants and agreements of the conditions described in Section 6(p)) Company required to be performed at or prior to the Second Closing Date shall have been satisfied or waived in accordance performed; (C) there shall have been no Material Adverse Effect with this Agreement (such date, respect to the “Second Closing Date” and together with Company since the Initial Closing Date, each ; (D) a “Closing Date”UCC-1 financing statement shall have been filed by the Company with the appropriate division of the Secretary of State of Delaware with respect to the Purchaser’s security interest under the Security Agreement; (E) all Existing Noteholders shall have terminated the Existing Security Agreement (and their security interest in the Company assets), or at such other time and place as filed a UCC-3 termination statement; (F) the Company and the Investors mutually agree upon. At shall have received all necessary third-party consents to consummate the Second Closing, each Investor copies of which shall pay have been delivered to the Purchasers; (G) the delivery by the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as items set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, in Section 2.2(b)(i) of this Agreement; (H) all Members of the Company shall deliver to each Investor a single stock certificate representing have signed the number of Shares purchased by such Investor at Operating Agreement Amendment; and (I) the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor delivery by the Exchange Company of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled its audited financial statements as of the Second Closing year ended December 31, 2016 and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B its unaudited financial statements as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Datequarter ended March 31, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby2017.

Second Closing. The second closing (A) Subject to the “Second Closing” terms and together with the Initial Closingconditions set forth in Section 4.2 and elsewhere in this Agreement, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following on the date on which the last initial Registration Statement (as defined in the Registration Rights Agreement) is filed with the Securities and Exchange Commission (the "Commission") with respect to the Preferred Stock, the Company shall deliver a written notice to the Purchasers (a "Second Closing Notice") requiring the Purchasers to purchase, severally and not jointly, an additional 357.50 shares of Preferred Stock (the "Second Tranche Preferred Stock") for an aggregate purchase price of $715,000 (the "Second Tranche Purchase Price"). At the Second Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of the conditions Second Tranche Preferred Stock sold by the Company as set forth opposite such Purchaser's name on Schedule 1 at the purchase prices set forth on Schedule 1. The closing of the purchase and sale of the Second Tranche Preferred Stock (the "Second Closing") shall take place in Articles 6 the same manner as the Initial Closing on such date indicated in the Second Closing Notice (which may not be prior to the 10th day after receipt by the Purchasers of the Second Closing Notice or as otherwise agreed to by the parties); provided, however, that in no case shall the Second Closing take place unless and 7 (including until the conditions described listed in Section 6(p)) 4.2 have been satisfied or waived in accordance with this Agreement (such date, by the “appropriate party. The date of the Second Closing is hereinafter referred to as the "Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. ." (B) At the Second Closing, each Investor shall pay Closing (a) the Company shall deliver to each Purchaser (1) stock certificates representing the applicable Total Purchase Price shares of Preferred Stock (the "Second Tranche Shares") purchased by Exchange of the aggregate principle amount of the Outstanding Convertible Notes such Purchaser as set forth next to such Investor’s Purchaser's name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B 1 attached hereto, such stock certificate to be each registered in the name of such InvestorPurchaser and (2) all other documents, instruments and writings required to have been delivered at or in such nominee’s or nominees’ name(sprior to the Second Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, and (b) as designated by such Investor in writing in each Purchaser shall deliver to the Investor Suitability Questionnaire, against payment Company (1) the portion of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and Tranche Purchase Price set forth next to such Investor’s its name on Schedule I-B is cancelled as of 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected Company for such purpose on Schedule I-B as of the Second Closing Date; provided that or prior to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note and (2) all documents, instruments and writings required to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note have been delivered at or Notes after giving effect prior to the Exchange contemplated herebySecond Closing by such Purchaser pursuant to this Agreement and the Registration Rights Agreement.

Second Closing. The second closing (On the “Second Closing” Closing Date, upon the terms and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of subject to the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such dateherein, the “Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, such Purchaser’s Second Closing Date” and together with Subscription Amount as set forth on the Initial Closing Date, each a “Closing Date”), or at signature page hereto executed by such other time and place as Purchaser (an aggregate of $1,000,000.00) in principal amount of the Company and the Investors mutually agree uponDebentures. At the Second Closing, each Investor Purchaser shall pay deliver to the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Second Closing Subscription Amount as set forth next to on the signature page hereto executed by such Investor’s name on Schedule I-B hereto. At the Second ClosingPurchaser, and the Company shall deliver to each Investor Purchaser its respective Debenture and a single stock certificate representing the number of Shares purchased by such Investor at the Second ClosingWarrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor Section 2.2 deliverable at the Second Closing. Each Investor agrees that Subject to the terms and conditions herein, upon the determination by the Company for a Second Closing at any time on or before the one year anniversary of the First Closing Date, but not earlier than the 6 month anniversary of the First Closing Date, the Company shall deliver written notice to each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as Purchaser of the Second Closing (“Second Closing Notice”). Upon satisfaction of the covenants and all principal conditions set forth in Sections 2.2 and interest outstanding thereunder 2.3 for the Second Closing, the Second Closing shall be Exchanged occur at the offices of WS or such other location as reflected on Schedule I-B as the parties shall mutually agree within 15 Trading Days from the date of the Second Closing Date; provided that Notice. Notwithstanding the foregoing, at the sole option of the Purchasers, the Second Closing may occur at any time after the First Closing Date and within 15 Trading Day notice by the Purchasers to the extent only a portion Company of their intent to conduct the Second Closing, irrespective of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as Company meeting the requirements of the Second Closing Corporate Milestone, provided that in no event shall the Second Closing occur (i) later than the 3 year anniversary of the First Closing Date, (ii) during a Change of Control Redemption Period (as defined in the Debentures) or (iii) on or after the date, if any, on which all of the then outstanding Debentures are prepaid in full in accordance with the Company shall issue a new convertible promissory note to such Investor reflecting Debentures or otherwise with the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to written consent of the Exchange contemplated herebyRequired Holders (as defined in the Debenture), in each case without the prior written consent of the Company.

Second Closing. The Subject to the terms and conditions of this Agreement, after the Closing and at any time on or prior to the date of the filing by the Company of the initial registration statement required to be filed by it under the Registration Rights Agreement, at a second closing (the “Second Closing”), the Company may issue and sell to one or more individuals and entities approved by the Company’s Board of Directors (each an “Additional Buyer” and together with collectively, the Initial Closing, each a “ClosingAdditional Buyers”) an aggregate principal amount of Notes equal to $500,000 at the transactions contemplated hereby Purchase Price of $0.9300 for each $1.00 of principal amount of Notes and Warrants to acquire up to Fifty Three Million, Eight Hundred and Seventy Nine Thousand, Three Hundred and Ten (53,879,310) shares of Common Stock. All sales made at the Second Closing shall be held at made on the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the terms and conditions set forth in Articles 6 this Agreement. At the Second Closing the representations and 7 (including warranties of the conditions described Company set forth in Section 6(p)) 3 hereof shall speak as of the Closing Date (and the Company shall have been satisfied or waived in accordance with this Agreement (such date, no obligation to update the “representations and warranties and the Disclosure Schedules to the date of the Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”Closing), or at such other time and place as the Company and the Investors mutually agree uponrepresentations and warranties of the Additional Buyers shall speak as of the date of the Second Closing. At the Second Closing, (i) each Investor shall pay Additional Buyer and the Company shall execute a counterpart signature page hereto and to the applicable Total Purchase Price Registration Rights Agreement, (ii) the Company shall cause the Schedule of Buyers hereto to be updated to reflect the purchases made by Exchange the Additional Buyers, (iii) each Additional Buyer shall become a “Buyer” hereunder and the Notes and Warrants purchased by such Additional Buyer shall be deemed “Notes” and “Warrants,” respectively, for purposes of this Agreement and the aggregate principle amount of other Transaction Documents, and (iv) subject to the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closingterms and conditions hereof, the Company shall will deliver to each Investor a single stock certificate representing of the number of Shares purchased by such Investor Additional Buyers purchasing Notes and Warrants at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be Closing the applicable Notes and Warrants registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability QuestionnaireAdditional Buyer, against payment to the Company of the purchase price Purchase Price therefor in cash by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note wire transfer, check or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that other method acceptable to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyCompany.

Second Closing. (a) The second closing Company may following the date (the “Second Closing” and together with the Initial Closing, "SECOND CLOSING TRIGGER DATE") on which each a “Closing”) of the transactions contemplated hereby Borrower Second Closing Deliverables pursuant to Section 2.7 can be delivered to each Lender require a Second Closing to occur by delivering a written notice to each Lender within five (5) Trading Days of the Second Closing Trigger Date (the "SECOND CLOSING NOTICE") indicating the Borrower's exercise of its rights under this Section 2.2 and the date of the Second Closing which date shall be held the 10th Trading Day following the Second Closing Notice (the "SECOND CLOSING DATE"). The purchase and sale of the Second Closing Notes pursuant to the terms of this Section 2.2 shall take place at the offices of Fenwick & West Proskauer Rose LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following , unless the date on which requirement to deliver the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” Deliverables or any portion thereof, as applicable, has been waived by the Required Lenders. (b) Subject to the terms and together with the Initial Closing Dateconditions of this Agreement, each a “Lender agrees, severally and not jointly, to purchase at the Second Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next Borrower agrees to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver sell and issue to each Investor a single stock certificate representing the number of Shares purchased by such Investor Lender at the Second Closing, as that aggregate principal amount of Notes set forth next to opposite such Investor’s Lender's name on Schedule I-B heretoA hereto under the heading "Second Closing Notes" and a Warrant, such stock certificate to be registered in for the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the aggregate purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and ("SECOND CLOSING PURCHASE PRICE") set forth next to opposite such Investor’s Lender's name on Schedule I-B is cancelled as of A hereto under the heading "Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyPurchase Price".

Second Closing. The second closing (purchase and sale of Notes equal to the “Second Closing” and together with remaining portion of the Initial ClosingLoan Commitment Amounts and Pro Rata Portions, each a “Closing”) of the transactions contemplated hereby shall be held take place at the offices of Fenwick & West SNR ▇▇▇▇▇▇ US LLP, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following . Such closing (the “Second Closing”), will take place no earlier than March 31, 2011, on not less than 10 days written notice from the Company of its intent to draw such funds. The date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, Second Closing is referred to herein as the “Second Closing Date.” At the Second Closing the Company shall sell Notes to each (i) Participating Lender in an aggregate principal amount equal to the remaining portion of such Participating Lender’s First Loan Commitment Amount and (ii) Participating Stockholder in an aggregate principal amount equal to the remaining portion of such Participating Stockholder’s Pro Rata Portion, by delivering to each Participating Lender (including each Participating Stockholder) a Note in the face amount indicated next to such Participating Lender’s (and Participating Stockholders’) name on Schedule 1.2 (as amended) together with the Initial Closing Dateother documents referenced in Section 4.1 hereof, each and in exchange therefor such Participating Lender or Participating Stockholder shall make a “Closing Date”)payment at that time, or at such other time and place as by wire transfer payable to the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle principal amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor it at the Second Closing. Each Investor agrees that The Notes shall be registered in each such Outstanding Convertible Note Participating Lender’s or Notes held by such Investor and set forth next to such InvestorParticipating Stockholder’s name on Schedule I-B is cancelled or the name of its nominee(s) in such denominations as of such Participating Lender or Participating Stockholder shall request pursuant to instructions delivered to the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of Company not less than two (2) days prior to the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

Second Closing. The second closing obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the Second Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the “Second Closing” Closing Conditions): (a) at least two (2) trading days before the Second Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the Second Closing Notice); (b) at least two (2) business days before the Second Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (c) all necessary regulatory and together with CSE approvals (if any) required for the Initial Closing, each a “Closing”) entering into this Subscription Agreement and the completion of the transactions contemplated hereby under this Subscription Agreement shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied obtained prior to the Second Closing; (d) before or waived in accordance with this Agreement (such date, on the “Second Closing Date” , the Corporation shall have posted CSE Form 9 and together with CSE Form 6 on the Initial CSE's website; (e) before the Second Closing Date, each a “Closing Date”)the Share Lending Agreement, or at shall have been entered into with respect to the lending of 2,500,000 additional freely tradeable Common Shares, with such other time and place as terms in the Company and Share Lending Agreement to accommodate earlier return of such 2,500,000 Common Shares if another exemption becomes available for the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange issuance of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor Securities that does not bear a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(sstatutory hold period; (f) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of before the Second Closing Date, 2,500,000 additional freely tradeable Common Shares having been transferred to the Investor pursuant to the Share Lending Agreement, such that a total of 3,100,000 freely tradeable Common Shares shall have been lent to the Investor pursuant to the Share Lending Agreement, unless before such Second Closing Date, the Corporation and all principal its counsel have determined that another exemption is available for issuance of the Securities that does not bear a statutory hold period and interest outstanding thereunder the Investor and its legal counsel are satisfied with such determination, in which case the 2,500,000 additional freely tradeable Common Shares shall not be Exchanged required to be transferred; (g) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as reflected on Schedule I-B as of at the Second Closing Date; provided that and (ii) the covenants and obligations of the Investor (as applicable to the extent only a portion of Second Closing) in this Subscription Agreement, including in any other document delivered to the principal and interest outstanding thereunder Corporation in connection with the Investment, shall be converted have been complied with or exchanged as reflected performed by the Investor, in all material respects, on Schedule I-B as of or before the Second Closing Date; (h) (i) the representations, then warranties and certifications of the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect Corporation addressed to the Exchange contemplated hereby.Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the Second Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the Second Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the Second Closing Date; (i) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (j) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (k) delivery of an officer's certificate by the Corporation certifying (i) no changes from the officer’s certificate delivered under subsection 3.1(o) as it relates to constating documents, authorizing board resolutions and incumbency, and (ii) that the condition in subsection 3.1 (l) has been satisfied;

Second Closing. The second closing (obligation of Lead Buyer Counsel to release the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as Purchase Price to the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay in consideration for the Company issuing to the Buyers their applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor shares of Series C Preferred Stock at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that subject to the extent only a portion of the principal and interest outstanding thereunder shall be converted satisfaction, at or exchanged as reflected on Schedule I-B as of before the Second Closing Date, then of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have delivered to such Buyer such aggregate number of shares of Series C Preferred Stock in certificated form at the Second Closing as set forth across from such Buyer’s name in column (4) of the Schedule of Buyers. (ii) On or prior to the Second Closing Date, after appearance at a hearing panel of the Principal Market, the Principal Market shall have approved the Company’s request for continued listing, subject to (i) receipt of the Purchase Price pursuant to Section 1(d)(ii) hereof as a result of the transaction contemplated pursuant to the Transaction Documents, for purpose of compliance with the minimum continued listing standards set forth in Listing Rule 14.9(e)(2) of the Principal Market, and (ii) the Company’s effectuation of a reverse stock split of its outstanding shares of Common Stock in order to regain compliance with the minimum bid price requirement under Listing Rule 14.9(e)(1)(B) of the Principal Market (the “Minimum Bid Price Requirement”). (iii) On or prior to the Second Closing Date, the Company shall issue have executed and delivered the Registration Rights Agreement to each Buyer. (iv) Such Buyer shall have received a new convertible promissory note letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company, and of Lead Buyer Counsel with respect to the Special Account, for such Closing (the “Flow of Funds Letter”). (v) The Company shall have delivered to such Investor reflecting Buyer a copy of the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect Irrevocable Transfer Agent Instructions with respect to the Exchange contemplated herebyConversion Shares and Dividend Shares, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent. (vi) The Company shall have submitted an application or notification for listing of additional shares or an equivalent submission with the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Dividend Shares. (vii) All other conditions for a Closing specified in Section 7(a) hereof shall have been satisfied, subject to such Buyer’s express waiver of any such condition.

Second Closing. The second closing (A) Provided that the Initial Closing -------------- shall have occurred, upon the completion of enrollment of clinical trial OP201 for compound being developed by Newco or the Company, EIS shall, subject to obtaining any required approvals under the Mergers Acts, HSR Act, and any similar law and regulation, purchase shares of Series B Preferred Stock for an aggregate amount of either US$500,000 or US$1,000,000, which amount shall be at the sole discretion of EIS (the “"Second Purchase Price"), at a price per share equal to ten times --------------------- the greater of (1) 25% premium over the Average Daily Price for the 60 trading day period immediately prior to the Later Date and (2) the Average Daily Price for the last trading day prior to the Later Date (the greater being the "Later Stock Price"). The term "Average Daily ----------------- Price" shall mean the amount equal to the average of the highest and lowest trade price for Incara Common Stock on a given trading day. In addition, EIS shall purchase from the Company warrants to acquire shares of Series B Preferred Stock equal to 20% of the shares of Series B Preferred Stock purchased at the Second Closing” and together with , in the Initial Closingform attached hereto as Exhibit G (the "Later Incara Warrants"). Notwithstanding the above, each in no event during the life of this Agreement shall the number of shares of Series B Preferred Stock purchased or underlying warrants issued in the Second Closing (it being understood that the warrants to be issued in the Second Closing shall be exercisable for a “Closing”) number of shares of Series B Preferred Stock equal to 20% of the transactions contemplated hereby number of shares of Series B Preferred Stock purchased in the Second Closing) exceed 150,000 shares (as such number may be adjusted for stock splits, combinations, recapitalizations, reclassifications and dividends effected subsequent to December 21, 2000, the "Second Closing Maximum ---------------------- Shares"), which represents less than 20% of the Incara Common Stock ------ issued and outstanding on December 21, 2000 (on an as converted basis). If this limitation on the amount of Series B Preferred Stock is triggered, the Second Purchase Price shall not be US$500,000 or US$1,000,000, as selected by EIS, but instead shall be held equal to the Later Stock Price multiplied by the quotient of (i) the Second Closing Maximum Shares divided by (ii) 1.2, and the purchase of Series B Preferred Stock by EIS at the offices Second Closing shall be in the sole discretion of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following EIS. At the date on which Second Closing (i) EIS shall pay the last Second Purchase Price by wire transfer of the conditions set forth Second Purchase Price to an account designated in Articles 6 writing by the Company, (ii) the Company shall cause to be delivered to EIS (A) certificates representing the shares of Series B Preferred Stock issued to EIS, (B) the Later Incara Warrants, (C) a customary secretary's certificate from the secretary of the Company, including certification as to the incumbency of the officers of the Company executing any documents, (D) an officer's certificate certifying and 7 (including confirming that the conditions described in Section 6(p)1(f)(B)(i)-(iii) below have been satisfied satisfied, (E) an opinion of counsel to the Company reasonably satisfactory to EIS, and (iii) either EIS or waived in accordance with this the Company shall deliver any other documents or instruments reasonably requested by a party hereto." 1.2 Section 5(b) of the Purchase Agreement (such date, is hereby amended by replacing the “Second Closing Date” and together last sentence of Section 5(b) with the Initial Closing Date, each a “Closing Date”), following: "At all times that EIS or at such other time and place as any of its Affiliates does not have its own designee sitting on the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange Company's Board of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second ClosingDirectors, the Company shall deliver use its best efforts to ensure that EIS or such Affiliate of EIS (or their respective permitted transferee or assignee) shall be entitled to appoint an observer to attend each Investor meeting of the Company's Board of Directors (the "Board"), to receive notices of each meeting of the Board (or action to be taken by written consent of the Board) and to receive copies of all materials provided to all members of the Board as a single stock certificate representing group. Such observer shall be subject to the number same confidentiality provisions as apply to any director of Shares purchased EIS pursuant to Clause 21 of the Subscription, Joint Development and Operating Agreement among Elan Corporation, PLC, Elan Pharma International, Ltd., EIS and the Company." 1.3 Section 16 of the Purchase Agreement is hereby amended by such Investor at replacing the Second Closing, last sentence thereof with the following: "Other than as set forth next to such Investor’s name on Schedule I-B heretoabove, such stock certificate to be registered in no party shall assign or transfer all or any part of this Agreement, the name of such InvestorSecurities and the Underlying Shares, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in any interest therein, without the Investor Suitability Questionnaire, against payment prior written consent of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Dateother party; provided that to the extent only a portion that, consent of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue not be required in connection with the sale, transfer or other disposition of any Securities or the Underlying Shares in the event that such Securities or the Underlying Shares are the subject of a new convertible promissory note registration statement filed with the SEC or are eligible to be sold under Rule 144 promulgated under the Securities Act, as such Investor reflecting rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebySEC."

Second Closing. The second Notwithstanding anything to the contrary contained in the Exchange Agreement or in this Agreement: (a) the closing of the transfer, conveyance and assignment of the Retained Interests and the Additional ▇▇▇▇▇ (as defined below) shall occur at the earlier to occur of (such closing, the “Second Closing,” and together with such earlier date, the Initial Closing“Second Closing Date”) (i) the closing (such closing, each a the “▇▇▇▇▇▇▇ Closing”) of the transactions contemplated hereby shall be held at acquisition by DRI or any of its Affiliates of a real property interest (such interest, the offices of Fenwick & West LLP, “▇▇▇▇▇▇▇ Interest”) in ExxonMobil’s (or its Affiliate’s) carbon dioxide assets relative to the LaBarge Madison development reserve located in ▇▇▇▇▇▇▇, Wyoming or (ii) December 21, 2012; provided, that, for the avoidance of doubt, the Effective Time shall be 7:00 a.m. local time where the DRI Assets and the Additional ▇▇▇▇▇ are located on July 1, 2012; (b) the obligations of ExxonMobil to consummate the Second Closing are subject to the fulfillment by DRI or waiver by ExxonMobil on or prior to the Second Closing Date of each of the following conditions: (i) DRI shall have executed, acknowledged and delivered (or be ready, willing and able to deliver at the Second Closing) to ExxonMobil, the Assignment, ▇▇▇▇ of Sale and Conveyance, in substantially the form of the Assignment, ▇▇▇▇ of Sale and Conveyance delivered by DRI to XTO and ExxonMobil as of the date hereof (but deleting the concepts regarding the assignment of an undivided 50% of DRI’s interest to XTO Energy and the retention by DRI of an undivided 17.5% of DRI’s interest) (the “Second Closing Assignment”), dated as of the Second Closing Date, which will convey to ExxonMobil title to the Retained Interests and all of DRI’s right, title and interest in and to the ▇▇▇▇▇ listed on Schedule A (the “Additional ▇▇▇▇▇”); (ii) DRI shall provide to ExxonMobil a list showing the value of all net proceeds from production attributable to the Retained Interests and Additional ▇▇▇▇▇ that are held in suspense as of the Second Closing in accordance with Section 12.12 of the Exchange Agreement (substituting the term “Retained Interests and Additional ▇▇▇▇▇” for “Assets” and the term “Second Closing” for “Closing” throughout Section 12.12 of the Exchange Agreement); and (iii) no order, award or judgment shall have been issued by any Governmental Authority or arbitrator to restrain, prohibit, enjoin or declare illegal, or awarding substantial damages in connection with, the consummation of the Second Closing; (c) the obligations of DRI to consummate the Second Closing are subject to the fulfillment by ExxonMobil or waiver by DRI on or prior to the Second Closing Date of each of the following conditions: (i) ExxonMobil shall pay to DRI or its designee an amount (such amount, the “Second Closing Consideration Amount”) in cash equal to (X) $350,000,000 (the “Second Closing Additional Consideration”) plus (Y) the aggregate amount of the Upward Adjustments attributable to the Retained Interests and the Additional ▇▇▇▇▇ minus (Z) the aggregate amount of the Downward Adjustments attributable to the Retained Interests and the Additional ▇▇▇▇▇, in the case of both (Y) and (Z) in accordance with Section 3.1 of the Exchange Agreement (substituting the term “Retained Interests and Additional ▇▇▇▇▇” for “Assets” throughout Section 3.1 of the Exchange Agreement, and with each component of the Upward Adjustments and Downward Adjustments (other than those related to Title Benefits, Title Defects and Environmental Defects, which treatment is clarified in Section 3.6 and 3.7 hereof) and the defined terms contained in and sections referenced in Section 3.1 of the Exchange Agreement being deemed to refer to the Retained Interests and Additional ▇▇▇▇▇ that are being transferred in the Second Closing); provided, however, that if the ▇▇▇▇▇▇▇ ▇▇▇▇Closing has occurred as of, ▇▇▇or is occurring simultaneously with, the Second Closing Date, ExxonMobil shall transfer, assign and convey to DRI the ▇▇▇▇▇▇▇ Interest, and (1) in the event the Second Closing Consideration Amount is greater than the value of the ▇▇▇▇▇▇▇ within one business day following Interest (as agreed to by DRI and ExxonMobil), ExxonMobil shall pay the date on which amount of such difference to DRI in cash at the last Second Closing or (2) in the event the Second Closing Consideration Amount is less than the value of the conditions set forth ▇▇▇▇▇▇▇ Interest (as agreed to by DRI and ExxonMobil), DRI shall pay the amount of such difference to ExxonMobil in Articles 6 cash at the Second Closing; (ii) ExxonMobil shall have executed, acknowledged and 7 delivered (including or be ready, willing and able to deliver at the conditions described in Section 6(p)Second Closing) to DRI, a counterpart to the Second Closing Assignment; and (iii) no order, award or judgment shall have been satisfied issued by any Governmental Authority or waived arbitrator to restrain, prohibit, enjoin or declare illegal, or awarding substantial damages in connection with, the consummation of the Second Closing; (d) in connection with the Second Closing, no later than five (5) business days (as defined in the Exchange Agreement) before the Second Closing Date, DRI shall prepare, in accordance with the Exchange Agreement and this Agreement, an Estimated Settlement Statement setting forth each adjustment to the Second Closing Additional Consideration for purposes of determining the Second Closing Consideration Amount in accordance with this Article II and Section 3.1 of the Exchange Agreement (substituting the term “Retained Interests and Additional ▇▇▇▇▇” for “Assets” throughout Section 3.1 of the Exchange Agreement); (e) until the Second Closing, with regard to all the Retained Interests and the Additional ▇▇▇▇▇, DRI shall in all cases vote and make elections in accordance with the instructions of XTO; (f) although Section 4.14, Section 7.1, Article XII and Section 16.13 of the Exchange Agreement refer to the Assets and the Closing, such dateprovisions shall be deemed to apply (1) with respect to the Assets transferred by a Transferring Party to an Acquiring Party at the Closing, to the Assets assigned at the Closing and (2) with respect to the Retained Interests and Additional ▇▇▇▇▇ to be transferred by DRI to ExxonMobil at the Second Closing, to the Retained Interests and Additional ▇▇▇▇▇ assigned at the Second Closing; and (g) the following provisions of the Exchange Agreement shall be amended as follows: (i) Section 3.4 of the Exchange Agreement shall be amended by replacing the term “Closing Date” with the term “Second Closing Date” and together in the first sentence thereof; (ii) Section 4.5 of the Exchange Agreement shall be amended by replacing the term “Closing” with the Initial Closing Date, each a term “Second Closing” in the first sentence thereof; (iii) Section 12.11A of the Exchange Agreement shall be amended by replacing the term “Closing Date”), or at such other time and place as ” with the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the term “Second Closing Date” throughout Section 12.11A; provided that to and (iv) the extent only a portion of following defined terms with the principal and interest outstanding thereunder following meanings shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note added to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect Annex A to the Exchange contemplated hereby.Agreement:

Second Closing. The second (a) No sooner than 60 days prior to the scheduled exhaustion (pursuant to the R&D Budget) of the $1,250,000 of the Initial Aggregate Purchase Price allocated to the R&D Program, or at such other time as may be mutually agreed upon by the Company and the Purchaser, the Company shall deliver to the Purchaser an updated R&D Budget (the “Updated R&D Budget”), which Updated R&D Budget, together with an expenditure schedule and payment mechanism for the remaining funding of the R&D Program, shall be subject to the written approval of the Purchaser. (b) No later than 60 days following receipt by the Purchaser of the Updated R&D Budget, the Purchaser shall deliver to the Company a written notice (the “Second Closing Notice”) stating whether the Purchaser elects to proceed to the Second Closing (as defined below), which determination shall be made by the Purchaser in its sole discretion. If the Purchaser does not elect to proceed to the Second Closing, then the parties hereto shall have no further rights or obligations under this Section 2 or under Section 5.7 hereof. (c) If the Purchaser elects to proceed to the Second Closing, within 15 days following the receipt of the Second Closing Notice a closing shall be held at the offices of ***, or at such other place as may be mutually agreed upon between the parties hereto, on such date and time as shall be mutually agreed upon between the parties hereto (the “Second Closing” and together with the Initial Closing, each a “Closing”) date of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such dateSecond Closing, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as . (d) It shall be a condition to the obligation of the Company and the Investors mutually agree upon. Purchaser to consummate the Second Closing that the NYSE Amex shall have approved the Additional Shares for listing on the NYSE Amex. (e) It shall be a condition to the obligation of the Purchaser to consummate the Second Closing that the Company shall have complied in all respects with its obligations in respect of the R&D Program including, without limitation, the R&D Budget. (f) At the Second ClosingClosing the following transactions shall take place, each Investor all of which shall pay be deemed to have occurred simultaneously: (i) The Company shall sell and issue to the Company Purchaser, and the applicable Total Purchase Price by Exchange Purchaser shall purchase from the Company, the Additional Shares for an aggregate purchase price equal to the amount required to complete funding of the aggregate principle amount of R&D Program (the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s“Additional Aggregate Purchase Price”) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that pursuant to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyUpdated R&D Budget.

Second Closing. The second closing (a) If at any time on or prior to September 30, 2024: (i) the Company publicly announces the results of its Niyad pivotal trial and following such announcement the average VWAP of the Common Stock for each of the immediately subsequent five (5) Trading Days (even if subsequent to September 30, 2024) is at least $0.92 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Second Closing Date (which is 120% of the Per Share Purchase Price)) or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Second Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement or receipt of such written notice) to each Purchaser a notice identifying the date of the Second Closing (the “Second Closing” and together with Closing Notice”). (b) On or prior to the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver or cause to be delivered to each Investor Purchaser participating in the Second Closing (the “Participating Purchaser”) the following: (i) the Company shall have provided each Participating Purchaser with the Company’s wire instructions; (ii) a single stock certificate representing copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares purchased by such Investor at the Second Closing, as set forth next equal to such InvestorParticipating Purchaser’s name on Schedule I-B hereto, such stock certificate Second Closing Subscription Amount applicable to be the Shares divided by the Per Share Purchase Price and registered in the name of such InvestorPurchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, or in such nominee’s or nominees’ name(sif applicable); and (iii) as designated by such Investor in writing if applicable, for each Participating Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the Investor Suitability Questionnaire, against payment name of such Purchaser to purchase up to a number of shares of Common Stock equal to the purchase price therefor portion of such Participating Purchaser’s Second Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Exchange Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note Common Stock, subject to adjustment therein. (c) On or Notes held by such Investor and set forth next prior to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company each Participating Purchaser shall issue a new convertible promissory note deliver or cause to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect be delivered to the Exchange contemplated herebyCompany, such Participating Purchaser’s Second Closing Subscription Amount by wire transfer to the account specified in writing by the Company.

Second Closing. (a) Subject only to the prior consummation of the Closing and the satisfaction, as of the Second Closing Date, of the condition set forth in Section 7.1(a) hereof (provided that, for this purpose, references in Section 7.1(a) to the Closing Date shall be deemed to be references to the Second Closing Date), as soon as practicable after the date on which WIN has Sufficient RP Capacity to transfer to the WCAS Subs the additional Holdings Shares designated on Schedule II attached hereto as being transferred by WIN to the WCAS Subs at the Second Closing, but in any event no later than December 31, 2008 (or such other time period not earlier than October 15, 2007 as may be specified in the Private Letter Rulings), WIN shall convey, assign, transfer and deliver to each WCAS Sub, and each such WCAS Sub shall receive and accept from WIN, all of WIN’s right, title and interest in and to the Holdings Shares set forth opposite such WCAS Sub’s name on Schedule II attached hereto and designated as being transferred by WIN to such WCAS Sub at the Second Closing, free and clear of all Liens. Subject only to the prior consummation of the Closing and the satisfaction, as of the Second Closing Date, of the condition set forth in Section 7.1(a) hereof (provided that, for this purpose, references in Section 7.1(a) to the Closing Date shall be deemed to be references to the Second Closing Date), in consideration of the aforesaid conveyance, assignment, transfer and delivery of the Holdings Shares at the Second Closing, each WCAS Sub shall convey, assign, transfer and deliver to WIN all of such WCAS Sub’s right, title and interest in and to the number of shares of WIN Common Stock set forth opposite such WCAS Sub’s name on Schedule II attached hereto and designated as being transferred by such WCAS Sub to WIN at the Second Closing, free and clear of all Liens. (b) The second closing of the transactions contemplated by this Section 1.7 (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held take place at the offices of Fenwick & West LLP, WIN at 4▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Road, ▇▇▇▇▇▇▇▇ ▇▇▇▇Little Rock, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following AR 72212, at 10:00 a.m., local time, on the date designated in writing by WIN, which date shall be no later than the earlier to occur of (i) five (5) Business Days after the date on which WIN reasonably determines that it has Sufficient RP Capacity and (ii) December 31, 2008 (or such other time period not earlier than October 15, 2007 as may be specified in the last of Private Letter Rulings); provided that the conditions condition set forth in Articles 6 and 7 Section 7.1(a) is satisfied at that time (including the conditions described provided that, for this purpose, references in Section 6(p)7.1(a) have been satisfied or waived in accordance with this Agreement (such date, to the “Closing Date shall be deemed to be references to the Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other place, date and time as shall be agreed upon in writing by the Parties hereto. The Parties hereby acknowledge and place as agree that, with the Company exception of the condition set forth in Section 7.1(a) hereof, all other conditions set forth in Article VII hereof shall no longer be applicable after the Closing, and such conditions shall not be applicable for purposes of determining whether or when the Investors mutually agree upon. Second Closing shall occur. (c) At the Second Closing, (i) WIN shall deliver or cause to be delivered to each Investor shall pay WCAS Sub the Company stock certificate(s) representing the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name Holdings Shares designated on Schedule I-B hereto. At II attached hereto as being transferred by WIN to the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor WCAS Subs at the Second Closing, as set forth next duly endorsed or accompanied by stock powers duly executed in blank, and (ii) the WCAS Subs shall deliver or cause to such Investor’s name be delivered to WIN the stock certificate(s) representing the Exchanged WIN Shares designated on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) II attached hereto as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor being transferred by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor WCAS Subs to WIN at the Second Closing, duly endorsed or accompanied by stock powers duly executed in blank. Each Investor agrees that In addition to the foregoing, at the Second Closing, WIN, the Parents and the WCAS Subs shall deliver all other documents, certificates, instruments or other writings, if any, required to be delivered by each such Outstanding Convertible Note of them at or Notes held by such Investor and set forth next prior to such Investor’s name on Schedule I-B is cancelled as of the Second Closing pursuant to this Agreement. (d) As used in this Agreement, the term (i) “RP Capacity” means, as of any date of determination, the amount available pursuant to Sections 4.07(a) and all principal 4.07(b)(12) of the WIN Indenture for the payment of permitted Restricted Payments (as defined in the WIN Indenture), with such amount to be reduced by the amount of any Restricted Payments made in reliance on Section 4.07(b)(9) of the WIN Indenture; and interest outstanding thereunder shall be (ii) “Sufficient RP Capacity” means the amount of RP Capacity necessary for WIN to (x) transfer to the WCAS Subs the Exchanged as reflected WIN Shares designated on Schedule I-B II attached hereto as of being transferred by WIN to the WCAS Subs at the Second Closing, and (y) declare and pay its regular quarterly dividends consistent with past practice for the fiscal quarter in which the Second Closing Dateoccurs and the next succeeding fiscal quarter; provided provided, however, that in determining whether Sufficient RP Capacity exists for purposes of this Section 1.7, WIN need only take into account up to the extent only a portion $25 million of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as RP Capacity available under Section 4.07(b)(12) of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyWIN Indenture.

Second Closing. The second closing (A) Subject to the “Second Closing” terms and together with the Initial Closingconditions set forth in Section 4.2 and elsewhere in this Agreement, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following beginning on the date on which the last initial Registration Statement (as defined in the Registration Rights Agreement) is filed with the Securities and Exchange Commission (the "Commission") with respect to the Units, the Company shall have the right to deliver a written notice to the Purchasers (a "Second Closing Notice") requiring the Purchasers to purchase, severally and not jointly, up to an additional 300 Units (the "Second Tranche Units") for up to an aggregate purchase price of $600,000 (the "Second Tranche Purchase Price"). The Second Closing Notice shall set forth the number of Second Tranche Units that the Company intends to sell the Purchasers. At the Second Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of the conditions set forth Second Tranche Units sold by the Company as equals such Purchaser's pro rata portion of the purchase price for the Initial Units issued and sold at the Initial Closing. The closing of the purchase and sale of the Second Tranche Units (the "Second Closing") shall take place in Articles 6 the same manner as the Initial Closing on such date indicated in the Second Closing Notice (which may not be prior to the 10th day after receipt by the Purchasers of the Second Closing Notice or as otherwise agreed to by the parties); provided, however, that in no case shall the Second Closing take place unless and 7 (including until the conditions described listed in Section 6(p)) 4.2 have been satisfied or waived in accordance with this Agreement (such date, by the “appropriate party. The date of the Second Closing is hereinafter referred to as the "Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. ." (B) At the Second Closing, each Investor shall pay Closing (a) the Company shall deliver to each Purchaser (1) stock certificates representing the applicable Total Purchase Price shares of Preferred Stock included in the Second Tranche Units (the "Second Tranche Shares") purchased by Exchange of the aggregate principle amount of the Outstanding Convertible Notes such Purchaser as set forth next to such Investor’s Purchaser's name on Schedule I-B 1 attached hereto. At , each registered in the name of such Purchaser, (2) the Warrants included in the Second Closing, Tranche Units (the Company shall deliver to each Investor a single stock certificate representing the number of Shares "Second Tranche Warrants") purchased by such Investor at the Second Closing, Purchaser as set forth next to such Investor’s Purchaser's name on Schedule I-B 1 attached hereto, such stock certificate to be registered in the name of such InvestorPurchaser and (3) and all other documents, instruments and writings required to have been delivered at or in such nominee’s or nominees’ name(sprior to the Second Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, and (b) as designated by such Investor in writing in each Purchaser shall deliver to the Investor Suitability Questionnaire, against payment Company the portion of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and Tranche Purchase Price set forth next to such Investor’s its name on Schedule I-B is cancelled as of 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected Company for such purpose on Schedule I-B as of the Second Closing Date; provided that or prior to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note and all documents, instruments and writings required to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note have been delivered at or Notes after giving effect prior to the Exchange contemplated herebySecond Closing by such Purchaser pursuant to this Agreement and the Registration Rights Agreement.

Second Closing. The second closing obligations of the Investor hereunder at the Second Closing are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Second Initial Exchanged Common Shares shall have been deposited to the “balance account of the Investor Broker at the Depository Trust Company in accordance with the instructions delivered by the Investor to the Company on or prior to the Second Closing Date. (ii) The Company shall have delivered to the Investor the Second Cash Interest Amount by wire transfer of immediately available funds in accordance with wire instructions delivered to the Company prior to the Second Closing” . (iii) The Investor shall have received the opinions of (i) the Company’s General Counsel and together with the Initial Closing, each a “Closing”(ii) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such datePC, the “Second Closing Date” and together with the Initial Closing DateCompany’s outside counsel, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B dated as of the Second Closing Date, then in substantially the form of Exhibit A-1 and Exhibit A-2 attached hereto. (iv) The Company shall have delivered to the Investor a certificate, executed by the Secretary of the Company and dated as of the Second Closing Date, as to (i) the resolutions consistent with Section 3(b) of the Securities Purchase Agreement, as adopted by the Company’s Board of Directors in a form reasonably acceptable to the Investor, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Second Closing, in the form attached hereto as Exhibit B. (v) The representations and warranties of the Company set forth herein (except as set forth in the Disclosure Schedule delivered to the Investor in connection with the First Closing or any Additional Disclosure Schedule delivered to the Investor pursuant to Section 3(q) above) shall be true and correct in all respects as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall issue a new convertible promissory note have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to such Investor reflecting be performed, satisfied or complied with by the remaining principal and interest outstanding under such Outstanding Convertible Note Company at or Notes after giving effect prior to the Exchange Second Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Second Closing Date, to the foregoing effect in the form attached hereto as Exhibit C. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the transactions contemplated hereby. (vii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Second Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as set forth in the Company’s filings with the SEC, shall suspension by the SEC or the Principal Market have been threatened, as of the Second Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (viii) No default or event of default under any of the Company’s credit facilities shall exist nor shall the transactions contemplated hereby shall cause such a default or event of default to occur. (ix) Each of (i) the arithmetic average of the Weighted Average Prices (as defined in the Notes) of the Common Stock on each of the ten (10) Trading Days immediately preceding the Second Closing Date and (ii) the Weighted Average Price of the Common Stock on the Trading Day immediately preceding the Second Closing Date, shall have been at or above $1.50 (x) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Second Closing. The second closing (a) Subject to the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions condition set forth in Articles 6 Section 8.5 hereof, the Purchase Price shall be adjusted downward and 7 the adjusted purchase price (the "ADJUSTED PURCHASE PRICE") shall be the result representing (x) Fifty Three Million US Dollars divided by (y) the number of the Closing Shares (including the conditions described in Section 6(pnumber of Series A Convertible Preference Shares to be issued at the Second Closing). The Company shall issue to each of the Investors such additional number of Series A Convertible Preference Shares for no additional consideration so that the total number of Series A Convertible Preference Shares owned by each Investor will equal to the result representing (x) have been satisfied or waived in accordance with this Agreement the Investor Aggregate Purchase Price divided by (such datey) the Adjusted Purchase Price. In addition, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as Good Energies shall purchase from the Company and the Investors mutually agree uponCompany shall issue to Good Energies that number of Series A Preference Shares at the Adjusted Purchase Price for an aggregate purchase price of Five Million US Dollars (US$5,000,000). At the Second Closing, The number of additional Series A Convertible Preference Share issued to each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as under this Section 2.4 is set forth next to such Investor’s name on Schedule I-B in Exhibit A-2 hereto. At . (b) The closing for the issuance of additional Series A Convertible Preference Shares under this Section 2.4 (the "SECOND CLOSING") shall take place as soon as practical after the condition set forth in Section 8.5 of this Agreement is satisfied and, at the Second Closing, the Company shall deliver or cause to be delivered to each Investor (i) a single stock share certificate in a form attached hereto as Exhibit B representing the number of Series A Convertible Preference Shares purchased by issued to such Investor at under this Section 2.4 and (ii) a copy of the Company's register of members certified by an authorized officer of the Company on which such Investor shall be registered as a record owner of the number of Series A Convertible Preference Shares issued to such Investor under this Section 2.4. In the event that the Second ClosingClosing takes place in accordance with the terms and conditions of this Agreement, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability QuestionnaireInitial Share Percentage, against payment of Investor Aggregate Purchase Price and the purchase price therefor by RMB Investment Amount with respect to Good Energies shall be reflected to take into account Good Energies' aggregate investment amount at both the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at Closing and the Second Closing. Each The Investor agrees that each such Outstanding Convertible Note or Notes held by such Initial Share Percentage, Investor Aggregate Purchase Price and set forth next to such Investor’s name on Schedule I-B is cancelled as of RMB Investment Amount upon the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as are also set forth in Exhibit A-2 of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebythis Agreement.

Second Closing. The second closing On that date which shall be the next business day following that date which shall be the sixtieth (60th) day following the "Effectiveness Date," as that term is defined in the Registration Rights Agreement (the “"Second Closing” and together with the Initial ClosingClosing Date"), each a “Closing”Purchaser shall pay to the Company its pro rata share (as shall be determined by reference to Schedule 2) of Five Million Dollars ($5,000,000) in return for which the Company shall deliver One Million One Hundred Eleven Thousand, One Hundred Eleven (1,111,111) of the transactions contemplated hereby Shares (the "Second Tranche Shares") to the Purchaser plus such additional shares of Common Stock as shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived determined in accordance with this Agreement Section 2.3(a) (such datewhich events shall constitute the "Second Closing"), provided that Purchaser's obligation to perform at the “Second Closing Date” and together with is subject to the Initial Closing Date, each a “Closing Date”), satisfaction or waiver by Purchaser at such other time and place as the Company and the Investors mutually agree upon. At or before the Second Closing, each Investor of the following conditions: (1) The Registration Statement required to be filed under the Registration Rights Agreement shall pay continue to be in effect; (2) The representations and warranties of the Company contained in Section 4 hereof shall be true and correct in all material respects (and the applicable Total Purchase Price by Exchange Company's issuance of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company Tranche Shares shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second ClosingClosing constitute the Company's making each such representation and warranty as of such date); (3) The Market Price of the Common Stock (as defined below) for the five (5) trading days immediately preceding the Second Closing Date shall exceed $4.50 per share; (4) The Dollar volume for trading for the Common Stock as reported by the Nasdaq Stock Market or any securities exchange or quotation service on which the Common Stock is then listed or quoted for each of the ten (10) trading days preceding the Second Closing Date shall have equaled or exceeded $1,000,000, and there shall be on such date at least eighteen (18) market makers of the Common Stock, as set forth next to such Investor’s name on Schedule I-B heretoreported by Bloomberg, such stock certificate to be registered LP or other similar source; and (5) There shall have been no change in the name business or financial condition of such Investorthe Company that individually, or in such nominee’s or nominees’ name(s) the aggregate, constitutes a Material Adverse Effect, as designated by such Investor that term is defined in writing in Section 4.5 from the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at Closing Date through and including the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor Closing Date (and set forth next to such Investor’s name on Schedule I-B is cancelled as the Company's issuance of the Second Closing Tranche Shares shall constitute the Company's making such representation and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B warranty as of the Second Closing Date; provided that to the extent only a portion such date). (6) The Term "Market price of the principal and interest outstanding thereunder Common Stock" means, the closing bid price of the Common stock as reported, at the option of the Purchaser, by Bloomberg, LP or the National Association of Securities Dealers. (7) The Company shall be converted or exchanged as reflected on Schedule I-B have timely complied with all of its obligations under this Agreement as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebydate.

Second Closing. 2.1 The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby purchase and sale described in Section 1 shall be held take place at the offices of Fenwick & West Pillsbury Winthrop LLP, ▇7▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇St., ▇▇▇▇▇▇▇▇ ▇▇▇▇Suite 2800, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following Los Angeles, California, at 10:00 a.m., local time, on March 19, 2002, concurrently with the date on which the last execution of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and both of the Additional Investors may mutually agree upon. At (the “Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto”). At the Second Closing, the Company shall deliver to each Additional Investor a single stock certificate representing the number of Additional Shares purchased by such Investor at the Second Closing, as set forth next to opposite such Additional Investor’s name on Schedule I-B heretoA, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s(i) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor and interest thereon by each Additional Investor by wire transfer of immediately available funds made pursuant to the Exchange Company’s instructions or by cancellation of indebtedness, and (ii) executed counterparts to this Addendum, that certain Amended and Restated Investors’ Rights Agreement by and among the aggregate principle amount Company, the Founders (as defined therein) and the persons listed therein and that certain Right of First Refusal and Co-Sale Agreement by and among the Outstanding Convertible Notes being Exchanged Company, the Founders (as defined therein) and the persons listed therein and its amendment dated of even date herewith. In the event that payment by an Additional Investor is made, in whole or in part, by cancellation of indebtedness, then except as otherwise provided herein, such applicable Additional Investor shall surrender to the Company for cancellation at the Second Closing, any evidence of such indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. Each In addition, at the Second Closing, the Company shall deliver to each Early Investor agrees that each such Outstanding Convertible Note or Notes held by such a certificate representing the number of Additional Early Investor and Shares set forth next to opposite such Early Investor’s name on Schedule I-B is cancelled B, in lieu of paying cash as interest on such Early Investor’s purchase price amount. 2.2 No additional shares of Series D-1 Preferred Stock shall be sold after the Second Closing absent the prior written consent of SMDI. 2.3 Effective as of the Second Closing Closing, SMDI and the Company hereby agree that the Loan Agreement and the related Warrant for 300,000 shares of Series D-1 Preferred Stock issued by the Company to SMDI as of the same date (the “Warrant”), are each cancelled and terminated in all principal respects, and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B are without further legal effect. Further, effective as of the Second Closing Date; provided Closing, SMDI and the Company hereby unconditionally release each other of any and all claims, liabilities and obligations arising from the Loan Agreement and the Warrant. SMDI represents in this regard that it has not transferred the Warrant to any third party nor assigned any of its rights or obligations under the Loan Agreement or the Warrant to any third party, and that no consent of a third party is necessary to carry out the actions described above. In furtherance and not in limitation of the above, immediately following the Second Closing, SMDI shall tender to the extent only a portion Company its original copies of the principal Loan Agreement and interest outstanding thereunder the Warrant, each of which shall be converted or exchanged prominently marked as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby“Cancelled”.

Second Closing. The second Subject to the satisfaction or waiver of all the conditions to closing set forth in Section 9, the issue and sale to the Purchaser of the Notes in an aggregate principal amount (the “Second Closing” and together with the Initial Closing, each a “ClosingClosing Amount”) of (x) US$20,000,000 less (y) the transactions contemplated hereby aggregate principal amount of the Other Notes to be issued and sold to the Other Investors on the same date as the date of the Second Closing (as defined below) shall be held occur at the offices Hong Kong office of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following on or about 9:00 a.m., Chicago time, at a closing (the “Second Closing”, and together with the First Closing, the “Closings”, or each such Closing, a “Closing”) on the date on which the last of Company will issue and sell the conditions set forth in Articles 6 and 7 (including Other Notes to the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Other Investors. The Second Closing Date” and together with shall occur as soon as reasonably practicable after the Initial First Closing Date, each a “Closing Date”), or at such other time but in any event without prejudice to the notice and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange acceptance periods in respect of the aggregate principle amount Prior ROFR in Section 8(m) of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B heretoPrior Subscription Agreement. At the Second Closing, the Company shall deliver to each Investor a single stock certificate the Purchaser one or more global certificates representing the number Notes, registered in such names and denominations as the Purchaser may request, against payment by the Purchaser of Shares purchased by such Investor at the Second Closing Amount as the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall have beforehand designated to the Purchaser. The Notes in an aggregate principal amount equal to the Second Closing Amount will be represented by one or more global certificates in book-entry form (which may be identical to the global certificate used for the First Closing, subject to the terms and conditions of the Indenture) and will be deposited on the Second Closing Date, by or on behalf of the Company, with the Trustee as set forth next to such Investor’s name on Schedule I-B heretocommon depositary for Clearstream and Euroclear, such stock certificate to be or its designated custodian, and registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyTrustee.

Second Closing. The second (a) On the terms of this Agreement, the closing of the Supplemental Purchase, if any, (the “Second Closing”) shall occur at 10:00 a.m. (New York City time) on June 29, 2020, subject to the conditions to the Second Closing set forth in Article VI of this Agreement being satisfied or, to the extent permitted by applicable Law, waived by the party entitled to the benefit thereof, at such time, and shall be conducted remotely via the electronic exchange of documents and signatures, or at such other place, time and date as shall be agreed between the Company and the Investor; provided that notwithstanding anything to the contrary herein, the Investor shall not be required to effect the Second Closing after the Outside Date (the date on which the Second Closing occurs, the “Second Closing Date”). (b) At the Second Closing: (i) the Company shall deliver to the Investor or its designee (A) any Supplemental Acquired Shares, free and clear of all Liens, except restrictions imposed by the Certificate of Designations, the Securities Act, Section 5.08 and any applicable securities Laws and evidence of the issuance of the Supplemental Acquired Shares to the Investor credited to book-entry accounts maintained by the transfer agent of the Company and (B) if the number of Supplemental Acquired Shares is greater than 20,000, the Registration Rights Agreement, duly executed by the Company; and (ii) the Investor shall, or shall cause one or more of its designees to, (A) pay to the Company, by wire transfer of immediately available U.S. federal funds, to the account designated by the Company in writing at least two (2) Business Days prior to the Second Closing Date an amount in cash equal to the product of (1) the Supplemental Per Share Purchase Price and (2) the number of Supplemental Acquired Shares (the “Supplemental Purchase Price” and together with the Initial Closing, each a Purchase Price the “ClosingAggregate Purchase Price”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At plus the Second ClosingExpense Reimbursement Amount, each Investor shall pay and (B) if the number of Supplemental Acquired Shares is greater than 20,000, deliver to the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second ClosingRegistration Rights Agreement, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor duly executed by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

Second Closing. The second closing of the sale and purchase of the shares of Series F Preferred Stock under this Agreement (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held take place at the offices of Fenwick & West LLPF▇▇▇▇ H▇▇▇ llp, Seaport World Trade Center West, 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the on a date on which the last specified in a written notice of the conditions Corporation (the “Milestone Notice”) delivered to each of the Purchasers at least five (5) business days prior to the proposed date of the Second Closing, which Milestone Notice shall certify that the Board of Directors of the Corporation has made the reasonable determination in good faith that the Milestones have been achieved by the Corporation. The Milestone Notice shall be accompanied by reasonable evidence of the achievement of the Milestones, and the Corporation shall deliver to each Purchaser such additional documentation as such Purchaser may reasonably request in order to confirm the accuracy of the statements made in the Milestone Notice. Within five (5) business days following receipt of the Milestone Notice, each Purchaser shall make a reasonable, good faith determination as to whether or not the Milestones have been achieved. Notwithstanding the foregoing, (a) the obligation to consummate the Second Closing may be terminated by the Purchasers at any time after the Milestone Date if the Corporation has not achieved the Milestones on or prior to such date, and (b) only one (1) Second Closing may occur under this Agreement. Upon any such termination or upon the occurrence of any Second Closing hereunder, no party to this Agreement shall have any further liability under Section 1.2(b) and this Agreement shall otherwise remain in full force and effect. The respective obligations of the Purchasers to purchase the shares of Series F Preferred Stock at the Second Closing are subject to the following conditions: (i) such Purchaser shall have made a reasonable, good faith determination that the Milestones have been achieved as set forth above; (ii) the representations and warranties of the Corporation set forth in Articles 6 Exhibit G shall be true and 7 correct in all material respects as of the date of the Second Closing; (including iii) the conditions described Corporation shall have performed and complied in Section 6(pall material respects with all covenants and agreements contained in this Agreement, the Related Agreements and the Certificate of Incorporation to be performed or complied with at or prior to the date of the Second Closing; and (iv) the Corporation shall not have violated or breached, or be in default under, any provision of any material note, bond, debenture, evidence of indebtedness, indenture, mortgage, lease, contract, purchase order or other instrument, document or agreement to which the Corporation is a party (except for any violation, breach or default relating to the Sponsored Research Agreement or the related License Agreement, each dated November 8, 2004, between the Corporation and Kos)) , the violation or breach of which, or default under which, could reasonably be expected to have been satisfied a material and adverse effect on the business, assets, operations, results of operations or waived financial condition of the Corporation. If the Corporation has not sent the Milestone Notice on or prior to the Milestone Date, then the Corporation shall deliver on the Milestone Date a written notice to each Purchaser, which notice shall identify which of the Milestones, if any, the Corporation has achieved as of the Milestone Date, as reasonably determined in good faith by the Board of Directors of the Corporation. Each Purchaser shall have the option to purchase, without the consent of the other Purchasers, all or a portion of such Purchaser’s respective shares of Series F Preferred Stock at the Second Closing in accordance with this Agreement the terms hereof by delivering to the Corporation and the other Purchasers a written notice on or before the date which is five (5) business days following the Milestone Date indicating that such date, the “Second Closing Date” Purchaser nonetheless wishes to purchase such shares of Series F Preferred Stock. Each Purchaser who delivers such notice within such period and together with the Initial Closing Date, each exercises such option in full (a “Closing DateParticipating Purchaser”) shall have the right of over-allotment such that if any other Purchaser fails to exercise its option in full pursuant to this paragraph (a “Nonparticipating Purchaser”), then each other Participating Purchaser may, at its option and without the consent of such Nonparticipating Purchaser, purchase all or a portion of the shares that such Nonparticipating Purchaser failed to purchase on a pro rata basis, within five (5) days from the date such Nonparticipating Purchaser fails to exercise its option hereunder in whole or in part. Any purchase and sale of shares of Series F Preferred Stock pursuant to this paragraph shall take place at the Second Closing, and only Participating Purchasers shall be deemed to be Purchaser(s) at such other time and place as the Company and the Investors mutually agree uponSecond Closing for all purposes hereof. At the Second Closing: (a) this Agreement and each of the Related Agreements shall remain in full force and effect, without any change or modification therein having been made thereto (unless such change or modification shall have been approved in accordance with the terms hereof and thereof); (b) the Corporation shall deliver to the Purchasers (i) a long form certificate of good standing of the Corporation certified by the Secretary of State of the State of Delaware and (ii) a certificate as to the due qualification of the Corporation as a foreign corporation in The Commonwealth of Massachusetts certified by the Secretary of State of The Commonwealth of Massachusetts, each Investor dated not more than fourteen (14) days prior to the Second Closing; (c) the Corporation shall pay deliver to the Company the applicable Total Purchase Price by Exchange Purchasers a Certificate of the aggregate principle amount Secretary of the Outstanding Convertible Notes Corporation attesting as set forth next to such Investor’s name (i) the attached Certificate of Incorporation and Bylaws of the Corporation as in effect on Schedule I-B hereto. At the date of the Second Closing, (ii) the Company signatures and titles of the officers of the Corporation executing this Agreement, the Related Agreements or any certificate to be executed and delivered by the Corporation at the Second Closing pursuant to this Section 2.2, and (iii) the resolutions of the Board of Directors and stockholders of the Corporation, authorizing and approving the adoption of the Certificate of Incorporation, and all matters in connection with this Agreement and the Related Agreements and the transactions contemplated hereby and thereby; (d) the Corporation shall deliver to the Purchasers a Certificate signed by the Chief Executive Officer, certifying that (i) the representations and warranties of the Corporation set forth in Exhibit G shall be true and correct in all material respects as of the date of the Second Closing and (ii) the Corporation shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement, the Related Agreements and the Certificate of Incorporation to be performed or complied with at or prior to the date of the Second Closing; (e) the Corporation shall issue and deliver to each Investor Purchaser a single stock certificate representing for the number of Shares shares of Series F Preferred Stock being purchased by such Investor at the Second ClosingClosing by such Purchaser, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability QuestionnairePurchaser, against payment of to the purchase price therefor by the Exchange Corporation of the aggregate principle amount Purchase Price for such number of Shares; (f) each Purchaser shall pay to the Corporation, by wire transfer of immediately available funds, check or, with the consent of the Outstanding Convertible Notes Corporation, cancellation of any outstanding indebtedness or any other method, the aggregate purchase price for the shares of Series F Preferred Stock being Exchanged purchased by such applicable Investor Purchaser at the Second Closing. Each Investor agrees In the event that each payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Outstanding Convertible Note or Notes held by Purchaser shall surrender to the Corporation for cancellation at such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing any evidence of such indebtedness or shall execute an instrument of cancellation in form and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that substance acceptable to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyCorporation.

Second Closing. (i) The second closing (Company shall have the “right, but not the obligation, to elect that the Second Closing” and together with Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Second Closing Notes at any time on or prior to the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived Subsequent Closing Deadline in accordance with this Agreement Section 2.1(b). (ii) In the event that the Company desires to elect that the Second Closing Investors purchase the Second Closing Notes pursuant to this Section 2.1(b), the Company shall deliver each Second Closing Investor written notice of such dateelection (a “Second Closing Election Notice”) on or prior to the date that is 45 calendar days prior to the Subsequent Closing Deadline, which Second Closing Request shall (x) set forth the Company’s irrevocable offer to sell the Second Closing Notes to the Second Closing Investors in accordance with this Section 2.1(b), and (y) specify the closing date for such sale of Second Closing Notes hereunder (the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time which Second Closing Date (A) shall not be earlier than the 30th calendar day following the delivery of the Second Closing Election Notice to the Company, and place as (B) shall not be later than the Subsequent Closing Deadline. (iii) In the event that the Company and the Investors mutually agree upon. At shall timely deliver a Second Closing Election Notice to the Second ClosingClosing Investors in accordance with the foregoing, each Second Closing Investor shall pay have the Company the applicable Total Purchase Price by Exchange obligation to purchase all of the aggregate principle Second Closing Notes in the principal amount of equal to the Outstanding Convertible Notes as amount set forth next to across from such Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule I-B hereto. At of Investors. (iv) Upon the Second Closing Investors’ receipt of the Second Closing Election Notice pursuant to clause (ii) above, the Company shall become irrevocably obligated to issue, sell and deliver to the Second Closing Investors their respective Second Closing Notes on the Second Closing Date on the terms and conditions set forth herein. (v) Subject to the terms and conditions set forth in this Agreement, at the Second Closing, the Company shall deliver issue and sell to each Second Closing Investor, and each such Second Closing Investor a single stock certificate representing shall, severally and not jointly, purchase from the number of Shares purchased by Company, each such Investor at Second Closing Investor’s Second Closing Notes in the Second Closing, as principal amount set forth next to across from each such Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule I-B heretoof Investors, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the at a purchase price therefor by equal to the Exchange of the aggregate principle principal face amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closingthereof. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor The date and set forth next to such Investor’s name on Schedule I-B is cancelled as time of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected 10:00 a.m. (New York time) on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion . The Second Closing shall take place by delivery of the principal and interest outstanding thereunder shall items to be converted or exchanged as reflected on Schedule I-B as of delivered at the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note by facsimile or Notes after giving effect to the Exchange contemplated herebyother electronic transmission.

Second Closing. The second closing (a) If at any time within 18 months following the Initial Closing the 10-day volume weighted average price of the Company’s Common Stock (as quoted on Nasdaq and as calculated by Bloomberg) should be at least $1.125 per share (or such lesser amount as may be approved unanimously by the Purchasers) (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) with aggregate trading volume during the same 10-day period of at least $25 million (or such lesser amount as may be approved unanimously by the Purchasers), then the Company shall promptly (and in any event within two Trading Days) distribute to the Purchaser a Second Closing Notice. (b) Following the Company’s distribution of the Second Closing Notice (as defined below), at the Second Closing (which, for the avoidance of doubt, shall occur on the Second Closing Date), upon the terms set forth herein, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, the number of Preferred Shares (the “Second Closing” and together with Closing Preferred Shares”) set forth opposite such Purchaser’s name on Exhibit C hereto, at a purchase price equal to the Initial ClosingSecond Closing Purchase Price, each a “Closing”) of the transactions contemplated hereby which shall be held appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The sales made at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following Second Closing shall be made on the date on which the last of the terms and conditions set forth in Articles 6 this Agreement, provided that (i) the representations and 7 (including warranties of the conditions described Company set forth in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with ‎3.1 hereof shall speak only as of the Initial Closing Date, each a “and (ii) the representations and warranties of the Purchasers participating in the Second Closing set forth in Section ‎3.2 hereof shall speak as of the Second Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. . (c) At the Second Closing, each Investor Purchaser shall pay deliver to the Company via wire transfer of immediately available funds equal to the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At purchase price for the Second Closing, Closing Shares and the Company shall deliver to each Investor a single stock certificate Purchaser certificate(s) or book-entry shares representing its respective Second Closing Shares. (d) In addition to the number foregoing conditions, the obligations of Shares purchased by such Investor at the Company in connection with the Second ClosingClosing are subject to the following conditions being met: (i) the accuracy in all material respects on the Second Closing Date, as set forth next to such Investor’s name on Schedule I-B heretoapplicable, such stock certificate of the representations and warranties contained herein (unless made as of a specified date therein) of the Purchasers; and (ii) all obligations, covenants and agreements of the Purchasers required to be registered performed at or prior to the Second Closing Date shall have been performed in all material respects; (e) In addition to the name of such Investorforegoing conditions, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment obligations of the purchase price therefor by Purchasers in connection with the Exchange Second Closing are subject to the following conditions being met (to the extent that any such conditions have not been waived on a Purchaser-by-Purchaser basis): (i) the accuracy in all material respects on the Second Closing Date of the aggregate principle amount representations and warranties contained herein (unless made as of a specified date therein) of the Outstanding Convertible Notes being Exchanged by such applicable Investor Company; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such InvestorClosing Date shall have been performed in all material respects; (iii) Purchasers shall have received a Secretary’s name on Schedule I-B is cancelled Certificate, dated as of the Second Closing Date in form and all principal and interest outstanding thereunder substance reasonably satisfactory to the Purchasers; (iv) Purchasers shall be Exchanged as reflected on Schedule I-B have received an Officer’s Certificate, dated as of the Second Closing Date; provided that Date in form and substance reasonably satisfactory to the extent only a portion Purchasers; (v) Purchasers shall have received an opinion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B Company Counsel, dated as of the Second Closing Date, then the Company shall issue Date in a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect form reasonably satisfactory to the Exchange contemplated herebyPurchasers; (vi) Purchasers shall have timely received the Second Closing Notice; (vii) the Required Stockholder Approval shall have been obtained and the Charter Amendment shall have been filed with the Delaware Secretary of State; (viii) the Mandatory Registration Statement shall have been filed and declared effective and the prospectus therein shall be current; and (ix) No Material Adverse Effect has occurred.

Second Closing. The second closing (i) In the event that the FDA Approval shall occur on or prior to September 30, 2022, the Company shall, within two (2) Business Days following the occurrence of the FDA Approval, deliver written notice of such FDA Approval to each of the Second Closing Investors (such notice, a “FDA Approval Notice”), which FDA Approval Notice shall specify (x) that the FDA Approval shall have occurred, and (y) the label with respect to which such FDA Approval has occurred (such label, the “FDA Approved Label”). Upon receipt of a FDA Approval Notice in accordance with the foregoing, in the event that a Second Closing Investor shall, in its sole discretion (subject to the following sentence), approve of the FDA Approved Label, such Second Closing Investor shall, within five (5) Business Days of receipt of such FDA Approval Notice, deliver the Company written notice of such Second Closing Investor’s approval of the FDA Approved Label (such notice, an “Investor Label Approval Notice”; and any such Second Closing Investor that delivers an Investor Label Approval Notice in accordance with the foregoing is herein referred to as an “Approving Second Closing Investor”). Notwithstanding the foregoing, each Second Closing Investor agrees to provide an Investor Label Approval Notice in accordance with the foregoing if the FDA Approved Label is exactly in the form attached as Annex A to the Label Side Letter, with no amendments, modifications, supplements or additional provisions thereto (it being acknowledged and agreed that, if the FDA Approved Label is not exactly in the form attached as Annex A to the Label Side Letter, with no amendments, modifications, supplements or additional provisions thereto, each Second Closing Investor’s decision whether to approve the FDA Approved Label and provide an Investor Label Approval Notice shall be in such Second Closing Investor’s sole discretion). (ii) In the event that (x) the FDA Approval shall occur on or prior to September 30, 2022 and (y) an Approving Second Closing Investor shall deliver an Investor Label Approval Notice in accordance with the foregoing clause (i) (the occurrence of the events specified in both clause (x) and clause (y) is herein collectively referred to as the “Second Closing” Closing Trigger Event”), then the Company shall, subject to clause (iv) below, become irrevocably obligated to issue, sell and together with deliver to each Approving Second Closing Investor such Approving Second Closing Investor’s Second Closing Notes on the Initial Second Closing Date on the terms and conditions set forth herein. (iii) Subject to clause (iv) below, solely in the event that the Second Closing Trigger Event shall occur, then, subject to the terms and conditions set forth in this Agreement, at the Initial Second Closing, the Company shall issue and sell to each Approving Second Closing Investor, and each such Approving Second Closing Investor shall, severally and not jointly, purchase from the Company, each such Approving Second Closing Investor’s Second Closing Notes in the principal amount set forth across from each such Approving Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, at a “Closing”) purchase price equal to the principal face amount thereof. The date and time of the transactions contemplated hereby Initial Second Closing shall be held 10:00 a.m. (New York time) on the Initial Second Closing Date. The Initial Second Closing shall take place at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇or at such other location as the parties determine. The Initial Second Closing may take place by delivery of the items to be delivered at the Initial Second Closing by facsimile or other electronic transmission. (iv) Notwithstanding the foregoing provisions of this Section 2.1(b), in the event that (x) the Second Closing Trigger Event shall occur and the Approving Second Closing Investors are required to purchase Second Closing Notes at the Initial Second Closing pursuant to this Section 2.1(b), and (y) if the Company were to issue the total amount of Second Closing Notes required to be purchased by the Approving Second Closing Investors at the Initial Second Closing pursuant to the foregoing, the Company would be required to obtain the Requisite Stockholder Approval (the occurrence of the events specified in both clause (x) and clause (y) is herein collectively referred to as the “Delayed Second Closing Event”), then, notwithstanding anything to the contract set forth herein: (A) the aggregate principal amount of Second Closing Notes required to be issued by the Company to, and purchased by, the Approving Second Closing Investors at the Initial Second Closing shall be reduced to the maximum principal amount of Second Closing Notes that can be issued by the Company at the Initial Second Closing without the Company being required to obtain the Requisite Stockholder Approval, and the aggregate purchase price payable by the Approving Second Closing Investors in respect thereof shall be reduced to an amount equal to the reduced principal face amount thereof; (B) the Company and the Approving Second Closing Investors shall consummate the closing of the purchase and sale of such reduced principal amount of Second Closing Notes at the Initial Second Closing in accordance with the terms hereof; (C) following the Initial Second Closing, the Company shall take all actions necessary to obtain, and shall use its best efforts to obtain, the Requisite Stockholder Approval necessary to permit the issuance in full of all Second Closing Notes that would otherwise have been required to be issued at the Initial Second Closing (without giving effect to this clause (iv)) on or prior to the Requisite Stockholder Approval Deadline; (D) in the event that the Requisite Stockholder Approval is obtained on or prior to the Requisite Stockholder Approval Deadline, then (i) the Company shall, within two (2) Business Days following the receipt of the Requisite Stockholder Approval, deliver written notice of the Requisite Stockholder Approval to each of the Approving Second Closing Investors (such notice, a “Delayed Second Closing Notice”), and (ii) subject to the terms and conditions set forth in this Agreement, at the Delayed Second Closing, the Company shall issue and sell to each Approving Second Closing Investor, and each such Approving Second Closing Investor shall, severally and not jointly, purchase from the Company, Second Closing Notes in a principal amount equal to (x) the amount set forth across from each such Approving Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, minus (y) the principal amount of Second Closing Notes purchased by such Approving Second Closing Investor at the Initial Second Closing, at a purchase price equal to the principal face amount thereof. The date and time of the Delayed Second Closing shall be 10:00 a.m. (New York time) on the Delayed Second Closing Date. The Delayed Second Closing shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”)LLP, or at such other time and place location as the parties determine. The Delayed Second Closing may take place by delivery of the items to be delivered at the Delayed Second Closing by facsimile or other electronic transmission; and (E) in the event that the Requisite Stockholder Approval not obtained on or prior to the Requisite Stockholder Approval Deadline, then, as partial relief (other than equity remedies) for the damages to any Approving Second Closing Investor by reason of its ability to purchase the total amount of Second Closing Notes originally intended to be purchased by such Approving Second Closing Investor hereon (which remedy shall not be exclusive of any other remedies available in equity), (x) the Company and shall pay to each Approving Second Closing Investor, on the Investors mutually agree upon. At Required Stockholder Approval Deadline, an amount in cash equal to (i) two percent (2.00%), times, (ii) an amount equal to (1) the amount set forth across from each such Approving Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, minus (2) the initial aggregate principal amount of Second Closing Notes issued to such Second Closing Investor at the Initial Second Closing, and (y) each Approving Second Closing Investor’s obligations hereunder to purchase any additional Second Closing Notes shall terminate and cease to be of effect. (v) For the avoidance of doubt, (A) unless (x) the FDA Approval shall occur on or prior to September 30, 2022 and (y) a Second Closing Investor delivers an Investor Label Approval Notice to the Company in accordance with the foregoing, such Second Closing Investor shall pay the Company the applicable Total Purchase Price by Exchange have no obligation hereunder to purchase any or all of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Second Closing Investor’s name Second Closing Notes hereunder, and (B) in the event that the Initial Second Closing shall not occur on Schedule I-B hereto. At or prior to the Second ClosingClosing Deadline, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as all obligations of the Second Closing Investors to purchase any Second Closing Notes hereunder shall terminate and all principal and interest outstanding thereunder shall be Exchanged as reflected expire on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyDeadline.

Second Closing. The second closing (Subject to the “Second Closing” terms and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 Section 4.2 and 7 elsewhere in this Agreement, the closing and sale of an additional $2,000,000 aggregate principal amount of Debentures and Warrants for an aggregate of 511,182 shares of Common Stock (including the "Second Closing") shall take place on a date mutually acceptable to the parties in the same manner as the First Closing but in no event later than ten (10) business days after the release of the Company's earnings for the fiscal quarter ended September 30, 1999 (the "Second Closing Date"); provided, that in no case shall the Second Closing take place unless and until the conditions described listed in Section 6(p)) 4.2 have been satisfied or waived in accordance with this Agreement (such dateby the appropriate party; provided, further, that if a Change of Control shall have occurred, the “Company shall not be obligated to sell more than $1,000,000 aggregate principal amount of Debentures and Warrants at the Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree uponClosing. At the Second Closing: (i) Each Purchaser shall deliver, each Investor shall pay as directed by the Company, its portion of the purchase price as set forth next to its name on a schedule similar to Schedule I (the "Second Closing Schedule"), to be delivered to the Company by the applicable Total Purchase Purchasers two (2) days before the Second Closing Date, in United States dollars in immediately available funds to an account or accounts designated in writing by the Company; (ii) The Company shall deliver a Debenture, substantially in the form of Exhibit A hereto, except that Section 4.2(b) thereof shall be omitted, with a Conversion Price (as defined therein) equal to $3.9125, representing the principal amount purchased by Exchange of the aggregate principle amount of the Outstanding Convertible Notes each Purchaser as set forth next to such Investor’s Purchaser's name on Schedule I-B hereto. At the Second ClosingClosing Schedule, registered in the name of such Purchaser; (iii) The Company shall deliver a Warrant(s), substantially in the form of Exhibit B hereto and with the Exercise Price (as defined therein) equal to each Investor a single stock certificate $4.499375, representing the number of Shares Warrant(s) being purchased by such Investor at the Second Closing, each Purchaser as set forth next to such Investor’s Purchaser's name on Schedule I-B heretothe Second Closing Schedule, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(sPurchaser; and (iv) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment The parties shall execute and deliver each of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next documents referred to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyin Section 4.2.

Second Closing. The second (a) Subject to the achievement of the CTA Milestone and either (i) the achievement of the Price Threshold or (ii) the Company’s receipt of a Price Threshold Waiver (the “Second Closing Trigger”), the Company shall, within two Business Days thereafter, provide written notice to the Investors of such Second Closing Trigger (the “Milestone Event Notice” and the date the Milestone Event Notice is delivered, the “Milestone Event Notice Date”), and as a result, a milestone closing under this Agreement (the “Second Closing” and together with the Initial Closing, each a “Closing”) shall be held. The date of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 Second Closing (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with ”) will be the Initial Closing fifth Business Day after the Milestone Event Notice Date, each a “Closing Date”), or at such other sooner time and place as may be agreed by the Company and all Investors. At the Second Closing, the Company agrees to sell, and each Investor, severally and not jointly, agrees to purchase, the number of Additional Shares and/or Additional Pre-Funded Warrants as set forth opposite such Investor’s name on Exhibit C and Exhibit D hereto. Notwithstanding anything to the contrary in this Agreement, if the Second Closing Trigger is caused by a Price Threshold Waiver, only those Investors mutually agree upon. who signed the Price Threshold Waiver (each, a “Participating Investor”) shall be obligated to participate in the Second Closing and each Participating Investor shall have the right but not the obligation to purchase the Additional Shares and/or Additional Pre-Funded Warrants. (b) At the Second Closing, each Investor shall pay to an account designated by the Company Company, by wire transfer of immediately available funds, the applicable Total Purchase Price by Exchange amount set forth opposite its name on Exhibit C and Exhibit D hereto. Subject to receipt of the aggregate principle amount foregoing payment, the Additional Shares and/or Additional Pre-Funded Warrants shall be issued and registered in the name of the Outstanding Convertible Notes Investor, or in such nominee name(s) as designated by such Investor, representing the number of Additional Shares and/or Additional Pre-Funded Warrants to be purchased by the Investor at the Second Closing as set forth next in Exhibit C and Exhibit D. (c) Notwithstanding the foregoing, if an Investor breaches the covenant set forth in Section 5.12, it shall forfeit its right to purchase a pro rata portion of Additional Shares and/or Additional Pre-Funded Warrants at the Second Closing. An Investor who transfers all or a portion of its Initial Shares and/or Initial Pre-Funded Warrants to a third party prior to the Second Closing Date shall not forfeit its rights to purchase a pro rata portion of Additional Shares and/or Additional Pre-Funded Warrants at the Second Closing. (d) In the event (i) the Second Closing occurs and (ii) all Additional Shares and/or Additional Pre-Funded Warrants are not purchased at the Second Closing by the Investors pursuant to Section 2.3(a) above, the Company shall, within five Business Days following the Second Closing Date, notify each Participating Investor in writing (such Investor’s name on Schedule Iwritten notice, the “Shortfall Closing Notice”) of the total number of Additional Shares and/or Additional Pre-B hereto. At Funded Warrants that were not purchased at the Second Closing, and each Participating Investor shall have the right, but not the obligation, to purchase at a closing (the “Shortfall Closing”) any Additional Shares and/or Additional Pre-Funded Warrants not purchased by the Participating Investors (such securities, collectively, the “Unsubscribed Securities”), at a purchase price per Additional Share equal to the Share Price and Additional Pre-Funded Warrant equal to the Pre-Funded Warrant Price. The Shortfall Closing shall be held on the date that is ten Business Days following delivery of the Shortfall Closing Notice (the date on which the Shortfall Closing actually occurs, the “Shortfall Closing Date”). Each Participating Investor may exercise its right to participate in the Shortfall Closing by delivering written notice to the Company thereof within five Business Days following delivery to the Participating Investors of the Shortfall Closing Notice, which notice shall specify the number of Unsubscribed Securities that such Participating Investor is electing to purchase at the Shortfall Closing (the “Unsubscribed Securities Notice”). To the extent the Participating Investors collectively elect to purchase more than the available Unsubscribed Securities, the Unsubscribed Securities shall be allocated among the Participating Investors on a pro rata basis. For purposes of this Section 2.3(c), each Participating Investor’s “pro rata” share of the Unsubscribed Securities shall be equal to the product of, rounded down to the nearest whole number, (i) the aggregate number of Unsubscribed Securities multiplied by the quotient of (i) (A) the total number of Additional Shares and/or Additional Pre-Funded Warrants previously purchased by such Participating Investor at the Second Closing, divided by (B) the total number of Additional Shares and/or Additional Pre-Funded Warrants previously purchased by all Participating Investors at the Second Closing; provided, however, that no Participating Investor shall be required to purchase more Unsubscribed Securities than such Participating Investor indicated in its Unsubscribed Securities Notice (such difference, the “Cut-back Securities”). To the extent any Cut-back Securities remain, such Cut-back Securities shall be offered to the remaining Participating Investors in a manner consistent with this Section 2.3(c). The sales made at the Shortfall Closing shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3 hereof shall speak only as of the Initial Closing Date, and (ii) the representations and warranties of the Participating Investors participating in the Shortfall Closing set forth in Section 4 hereof shall speak as of the Shortfall Closing Date. (e) At the Shortfall Closing, each Participating Investor shall deliver to the Company via wire transfer immediately available funds equal to its aggregate purchase price for all Unsubscribed Securities being purchased by such Participating Investor and the Company shall deliver to each Participating Investor certificate(s) representing its respective Unsubscribed Securities. (f) In the event (i) the Shortfall Closing occurs and (ii) all Additional Shares and/or Additional Pre-Funded Warrants are not purchased at the Shortfall Closing by the Participating Investors pursuant to Section 2.3(c), the Company shall, within five Business Days following the Shortfall Closing, notify each Investor that participated in the Shortfall Closing (each, a single stock certificate representing “Participating Shortfall Closing Investor”) in writing (such written notice, the “Second Optional Shortfall Closing Notice”) of the total number of Additional Shares and/or Additional Pre-Funded Warrants that were not purchased at the Shortfall Closing, and each Participating Shortfall Closing Investor shall have the right, but not the obligation, to purchase at a closing (the “Second Optional Shortfall Closing”) any Additional Shares and/or Additional Pre-Funded Warrants not purchased by Investors that chose not to participate in the Shortfall Closing (such securities, collectively, the “Unsubscribed Optional Securities”), at a purchase price per Additional Shares equal to the Share Price and the Additional Pre-Funded Warrant equal to the Pre-Funded Warrant Price. The Second Optional Shortfall Closing shall be held on the date that is ten Business Days following delivery of the Second Optional Shortfall Closing Notice (the date on which the Second Optional Shortfall Closing actually occurs, the “Second Optional Shortfall Closing Date”). Each Participating Shortfall Closing Investor may exercise its right to participate in the Second Optional Shortfall Closing by delivering written notice to the Company thereof within five Business Days following delivery to the Participating Shortfall Closing Investors of the Second Optional Shortfall Closing Notice, which notice shall specify the number of Unsubscribed Optional Securities that such Participating Shortfall Closing Investor is electing to purchase at the Second Optional Shortfall Closing (the “Unsubscribed Optional Securities Notice”). To the extent the Participating Shortfall Closing Investors collectively elect to purchase more than the available Unsubscribed Optional Securities, the Unsubscribed Optional Securities shall be allocated among the Participating Shortfall Closing Investors on a pro rata basis. For purposes of this Section 2.3(f), each Participating Shortfall Closing Investor’s “pro rata” share of the Unsubscribed Optional Securities shall be equal to the product of, rounded down to the nearest whole number, (i) the aggregate number of Unsubscribed Optional Securities multiplied by the quotient of (i) (A) the total number of Additional Shares and/or Additional Pre-Funded Warrants previously purchased by such Participating Shortfall Closing Investor at the Second Shortfall Closing, as set forth next divided by (B) the total number of Additional Shares and/or Additional Pre-Funded Warrants previously purchased by all Participating Shortfall Closing Investors at the Shortfall Closing; provided, however, that no Participating Shortfall Closing Investor shall be required to purchase more Unsubscribed Optional Securities than such Investor’s name on Schedule IParticipating Shortfall Closing Investor indicated in its Unsubscribed Optional Securities Notice (such difference, the “Cut-B heretoback Optional Securities”). To the extent any Cut-back Optional Securities remain, such stock certificate Cut-back Optional Securities shall be offered to be registered the remaining Participating Shortfall Closing Investors in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor a manner consistent with this Section 2.3(f). The sales made at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor Optional Shortfall Closing shall be made on the terms and conditions set forth next to such Investor’s name on Schedule I-B is cancelled in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3 hereof shall speak only as of the Initial Closing Date, and (ii) the representations and warranties of the Participating Shortfall Closing Investor participating in the Second Optional Shortfall Closing set forth in Section 4 hereof shall speak as of the Second Optional Shortfall Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of Date. (g) At the Second Optional Shortfall Closing, each Participating Shortfall Closing Date; provided that Investor shall deliver to the extent only a portion of the principal Company via wire transfer immediately available funds equal to its aggregate purchase price for all Unsubscribed Optional Securities being purchased by such Participating Shortfall Closing Investor and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note deliver to such each Participating Shortfall Closing Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebycertificate(s) representing its respective Unsubscribed Optional Securities.

Second Closing. The second closing (At the “Second Closing” sole option of each Purchaser, and together with subject to the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the terms and conditions set forth in Articles 6 Section 4.2 the closing and 7 sale of up to (including as shall be specified by such Purchaser prior to the Second Closing Date) an additional 4,300 shares of Preferred Stock for an aggregate purchase price of $4,300,000 and Warrants for an aggregate of up to such number of shares of Common Stock equal to 4,300,000 divided by $4.00 shall take place on the later of December 1, 2000 or 30 days after the effectiveness of the Registration Statement registering for resale the shares of Common Stock underlying the Preferred Stock from the First Closing, in the same manner as the First Closing (the "Second Closing Date"); provided that in no case shall the Second Closing take place unless and until the conditions described listed in Section 6(p)) 4.2 have been satisfied or waived in accordance with this Agreement (such date, by the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree uponappropriate party. At the Second Closing: (i) Each Purchaser electing to purchase additional shares of Preferred Stock shall deliver, each Investor shall pay as directed by the Company, its portion of the purchase price as set forth next to its name on a schedule similar to Schedule I (the "Second Closing Schedule"), to be delivered to the Company by the applicable Total Purchase Price Purchasers two days before the Second Closing Date, in United States dollars in immediately available funds to an account or accounts designated in writing by Exchange the Company; (ii) The Company shall deliver a Preferred Stock certificate(s) representing the number of the aggregate principle amount shares of the Outstanding Convertible Notes Preferred Stock purchased by each Purchaser as set forth next to such Investor’s Purchaser's name on Schedule I-B hereto. At the Second ClosingClosing Schedule, registered in the name of such Purchaser, each in form satisfactory to the Purchaser and issued pursuant to the Certificate of Designation with a Conversion Price equal to $4.00; (iii) The Company shall deliver a Warrant(s), in the form of Exhibit B hereto and with the Exercise Price equal to each Investor a single stock certificate $4.00, representing the number of Shares purchased by such Investor at the Second Closing, shares of Common Stock as set forth next to such Investor’s Purchaser's name on Schedule I-B heretothe Second Closing Schedule, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(sPurchaser; and (iv) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment The parties shall execute and deliver each of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next documents referred to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyin Section 4.2(b).

Second Closing. The second closing (a) If at any time on or prior to September 30, 2024: (i) the Company publicly announces the achievement of the Pivotal Trial Milestone and its intention to submit a pre-market approval application for Niyad to the FDA, or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Second Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement or receipt of such written notice) to each Purchaser a notice identifying the date of the Second Closing (the “Second Closing” and together with Closing Notice”). (b) On or prior to the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver or cause to be delivered to each Investor Purchaser participating in the Second Closing (the “Participating Purchaser”) the following: (i) the Company shall have provided each Participating Purchaser with the Company’s wire instructions; (ii) a single stock certificate representing copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares purchased by such Investor at the Second Closing, as set forth next equal to such InvestorParticipating Purchaser’s name on Schedule I-B hereto, such stock certificate Second Closing Subscription Amount applicable to be the Shares divided by the Per Share Purchase Price and registered in the name of such InvestorPurchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, or in such nominee’s or nominees’ name(sif applicable); and (iii) as designated by such Investor in writing if applicable, for each Participating Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the Investor Suitability Questionnaire, against payment name of such Purchaser to purchase up to a number of shares of Common Stock equal to the purchase price therefor portion of such Participating Purchaser’s Second Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Exchange Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note Common Stock, subject to adjustment therein. (c) On or Notes held by such Investor and set forth next prior to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company each Participating Purchaser shall issue a new convertible promissory note deliver or cause to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect be delivered to the Exchange contemplated herebyCompany, such Participating Purchaser’s Second Closing Subscription Amount by wire transfer to the account specified in writing by the Company.

Second Closing. The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor Buyer shall pay to Seller the Company sum of Thirty Million Dollars ($30,000,000), which shall consist of the applicable Total following: (i) a repayment of the $15,000,000 Purchase Price Note plus interest thereon (whereupon Seller will return the Purchase Price Note to Buyer marked as paid in full); (ii) Nine Million Dollars ($9,000,000) to be paid into a trust or other fiduciary account acceptable to the Seller at Closing; such trust or fiduciary account shall be used solely for the purpose of investigating, for the purposes of satisfying, defending, maintaining insurance coverage with respect to and otherwise protecting the Seller, the Subsidiaries (including the Excluded Subsidiaries) and their managers, members, officers, employees and other personnel with respect to certain potential contingent liabilities of Seller and its past and present Affiliates during a period of time to be specified in the Letter of Credit and thereafter to be paid to Seller according to the terms and conditions directed by Exchange Seller. The funds in such account shall not be distributed to the members of the aggregate principle amount Company, or used for any purposes other than as stated in this paragraph (ii) until the earlier of the Outstanding Convertible Notes as set forth next following (x) settlement with the Government Agencies with respect to such Investor’s name on Schedule I-B hereto. At the Second Closingall Members, the Company shall deliver to each Investor a single stock certificate representing the number Managers, and Affiliates, or (y) receipt of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate written notification or other indication from Government Agencies known to be registered in conducting investigations or inquiries to the name effect that such Government Agencies are terminating their investigation or inquiry without the requirement of such Investorany penalty or imposition of any liability, or in such nominee’s or nominees’ name(s(y) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of five (5) years from the Second Closing Date; provided that . (iii) Three Million Dollars ($3,000,000) (the “Escrowed Purchase Price”) to be paid into an escrow account with a third party escrow agent mutually acceptable to the extent only a portion of Buyer and the principal and interest outstanding thereunder Seller (the “Escrow Agent”) at Closing, which shall be converted or exchanged released from escrow as reflected on Schedule I-set forth in Section 3.2(a)(i), Section 3.3 and Section 10.5, and more specifically set forth in the escrow agreement agreed upon among the Escrow Agent, the Buyer and the Seller, in substantially the form of Exhibit B as of hereto (the Second Closing Date, then the Company shall issue a new convertible promissory note “Escrow Agreement”); and (iv) The balance to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect be paid to the Exchange contemplated herebySeller in cash by wire transfer of immediately available funds.

Second Closing. The second closing If, on the Closing Date, the Approvals required for the sale of the DHI Stock set forth on Schedule 3.3(b) and 4.3(b) have not been received, but all other conditions set forth in Article VI have been satisfied or waived, the parties agree to proceed with the Closing, but only with respect to the GLHIC Stock, the GEGA Stock, and the PIC Stock. In such event, (a) the Purchase Price shall be reduced by the DHI Purchase Price; (b) the parties agree to proceed as promptly as practicable with the sale of the DHI Stock by Genworth to the Buyer (the “Second Closing” and together with the Initial Closing, each a “Closing”) for the DHI Purchase Price plus interest at the annual rate of the transactions contemplated hereby federal funds rate on the Closing Date as set forth in the “Money Rates” section of the eastern edition of The Wall Street Journal published for such date (the “Federal Funds Rate”), from and including the Closing Date to but excluding the Second Closing Date, on the same terms and conditions as this Agreement subject to the conditions set forth in Schedule 6.4 and the receipt of the applicable Approvals set forth in Schedule 3.3(b) and 4.3(b); and (c) any and all agreements that were to be executed and delivered on the Closing shall be held amended to the extent applicable in order to reflect the subsequent transfer of the DHI Stock. The Second Closing shall take place at the offices of Fenwick Hunton & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ within one business day following on the date on last Business Day of the calendar month during which the last Approvals required pursuant to Schedule 3.3(b) and 4.3(b) with respect to the sale of the conditions set forth in Articles 6 DHI Stock are received; provided, however, that if such Approvals are received less than three Business Days prior to the end of such month, the Second Closing shall be the last Business Day of the month following such month, and 7 provided further that the Second Closing may occur on such other place, date or time as the parties may agree (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

Second Closing. The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held take place at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC, ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇Street, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one Chicago, Illinois 60606 on the second business day following the date on which the last of the applicable conditions set forth in Articles Section 5.2, including 5.2.7, and Section 6 and 7 (including the conditions described in Section 6(p)) shall have been satisfied or waived in accordance with this Agreement (such date, by the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree uponappropriate parties. At the Second Closing, each Investor : (a) Each Purchaser shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible deliver its Demand Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, for cancellation and the Company shall deliver to each Investor a single stock certificate Purchaser certificates representing the number Conversion Shares to which such Purchaser is entitled as a result of Shares purchased by such Investor at the conversion of the Demand Notes. (b) From and after the Second Closing, the Demand Notes shall represent solely the right to receive the Conversion Shares in accordance with this Agreement, and no further obligations shall accrue or exist under the Demand Notes. Upon delivery of the Conversion Shares to the Purchasers, all liens, pledges, security interests and other encumbrances under the Security Documents shall be terminated and released, and each Purchaser shall execute and deliver to the Company termination statements, releases of liens and similar interests and in all other reasonable respects shall cooperate with the Company to effect such termination and release. (c) If a Purchaser has lost its Demand Note(s) and is unable to deliver its Demand Notes at the Initial Closing, it shall submit an affidavit of loss and indemnity agreement so that the Demand Notes may be replaced and deemed cancelled in accordance with the terms hereof. In the event that as set forth next a result of the Debt Conversion, fractions of shares would be required to such Investor’s name on Schedule I-B heretobe issued, such stock certificate fractional shares shall be rounded up to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closingnearest whole share. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor The Initial Closing and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing are collectively referred to herein as the “Closings” and all principal and interest outstanding thereunder shall be Exchanged individually as reflected a “Closing.” The date on Schedule I-B which the Closings occur are referred to herein as of the Second a “Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.”

Second Closing. The (A) Subject to the satisfaction (or express waiver by each Buyer) of (i) the conditions set forth in Sections 6 and 7 and (ii) the Additional Funding Conditions (as defined below), the Company shall have the right to require each Buyer to purchase, and such Buyer shall have the right to require the Company to sell and issue, a second Note (the “Second Note”) in one additional closing (the “Second Closing” and together with the Initial First Closing, the “Closings”) for the purchase price as set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers corresponding to the Second Closing on the same terms and conditions as the First Closing, which shall occur at the same time of day and location as the First Closing by delivering to each Buyer or the Company, as applicable, an irrevocable written notice (a “ClosingSecond Closing Notice”) that the Company or such Buyer shall have exercised its right to require the other Party to consummate the Second Closing for the purchase and sale of the Second Note. The Second Note shall be substantially in the form attached hereto as Exhibit A except that under the Second Note, (a) the Maturity Date (as defined therein) shall be the later of the 12-month anniversary of the issuance date of the Second Note and the Maturity Date under the First Note and (b) the Installment Amount shall be based on 1/9 (one-nineth) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last original principal amount of the conditions set forth in Articles 6 and 7 Second Note. The date of the Second Closing (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial First Closing Date, each a “Closing Date”), or at such other time and place as ) shall be the Company and the Investors mutually agree upon. At date identified in the Second ClosingClosing Notice, each Investor which shall pay be a Business Day not less than three (3) Business Days following the Company the applicable Total Purchase Price by Exchange date of the aggregate principle amount of Second Closing Notice. “Additional Funding Conditions” means (a) the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled satisfaction as of the Second Closing Date of the Equity Conditions (as defined in the Notes) other than clauses (k) and all (l) thereof, (b) the Initial Registration Statement (as defined in the Registration Rights Agreement) shall have been declared effective by the SEC (and with respect to which no stop order has been issued), (c) the then remaining principal and interest outstanding thereunder amount of the First Note shall be Exchanged as reflected on Schedule I-B as no higher than $3,000,000, (d) the Nasdaq Official Closing Price of a share of Common Stock of each Trading Day over the twenty (20) Trading Day period immediately prior to the Second Closing Date; provided Date shall be $2.50 or higher (adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the extent only a portion shares of Common Stock after the Subscription Date), (e) the daily trading volume of the principal and interest outstanding thereunder shall be converted or exchanged as reflected shares of Common Stock on Schedule I-B as of the Trading Market for each Trading Day during the twenty (20) Trading Day period immediately prior to the Second Closing DateDate shall be $150,000 or higher, then (f) a Registration Statement (as defined in the Company Registration Rights Agreement) covering the Conversion Shares underlying the Second Note shall issue a new convertible promissory note have been declared effective by the SEC (and with respect to such Investor reflecting which no stop order has been issued) and (g) there shall have been no existing event which, with the remaining principal and interest outstanding under such Outstanding Convertible Note passage of time or Notes after the giving effect to of notice, would constitute an Event of Default (as defined in the Exchange contemplated herebyNotes).

Second Closing. The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby Closing shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange for $750,000 of the aggregate principle amount Subscription Amount subscribed for by all Purchasers hereunder and shall occur within 5 Business Days of the Outstanding Convertible Notes date which is the latest of (i) the date the Company files its Annual Report for the year ended June 30, 2007 with the Commission, (ii) the date the Company files its Quarterly Report for the quarter ended September 30, 2007 with the Commission and (iii) the date the Company is otherwise current in its reporting obligations under the Exchange Act (and indicated compliance with such reporting obligations on the cover page of its most recent period report filed with the Commission), and in any event on or before March 15, 2008. . (a) On or before each Closing Date (except as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closingnoted), the Company shall deliver or cause to be delivered to each Investor a single stock certificate representing Purchaser the number of Shares purchased by such Investor at following: (i) as to the Second First Closing, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in substantially the form of Exhibit D attached hereto; (iii) as to the First Closing, a Note with a principal amount equal to such Purchaser’s Subscription Amount for the First Closing as set forth next to such Investor’s name on Schedule I-B its signature page hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(sPurchaser; (iv) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at to the Second Closing. Each Investor agrees that each , a Note with a principal amount equal to such Outstanding Convertible Note or Notes held by such Investor and Purchaser’s Subscription Amount for the Second Closing as set forth next on its signature page hereto, registered in the name of such Purchaser; (v) as to the First Closing, a Warrant registered in the name of such Purchaser to purchase up to such InvestorPurchaser’s name pro-rata share of 75,000 shares of Common Stock, with an exercise price equal to $_____1, subject to adjustment therein, it being understood that Warrants to purchase a total 1 110% of the closing price of the Common Stock on Schedule I-B is cancelled the Trading Day immediately prior to the date hereof. of 75,000 shares shall be issued at the First Closing; (vi) a certificate of the Secretary of the Company, dated as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then (w) certifying the resolutions adopted unanimously by the Board of Directors of the Company shall issue approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (x) certifying the current versions of the certificate or articles of incorporation, as amended and by-laws of the Company and its Subsidiaries, (y) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company and its Subsidiaries and (z) confirming that the representations and warranties of the Company contained herein are accurate in all material respects when made and on the applicable Closing Date; (vii) as to the First Closing, a new convertible promissory note certificate, evidencing a number of Shares equal to such Investor reflecting Purchaser’s pro-rata portion of 2,000,000 shares of Common Stock (based on such Purchaser’s Subscription Amount hereunder and the remaining principal and interest outstanding under aggregate Subscription Amount of all Purchasers hereunder), registered in the name of such Outstanding Convertible Note or Notes after giving effect Purchaser, it being understood that all 2,000,000 shares shall be issued at the First Closing; (viii) as to the Exchange contemplated herebySecond Closing, the Mortgage, along with all of the other Security Documents, duly executed by the parties thereto and acknowledged where applicable; and (ix) as to the First Closing, the Subsidiary Guarantees, duly executed by the parties thereto and acknowledged where applicable. (b) On each Closing Date (except as noted), each Purchaser shall deliver or cause to be delivered to the Company the following: as to the First Closing, this Agreement duly executed by such Purchaser; and such Purchaser’s Subscription Amount for the applicable Closing by wire transfer to the account as specified in writing by the Company.

Second Closing. The second closing of the sale and purchase of up to the total number of Shares set forth under the heading "Second Closing" on Exhibit A (the “"Second Closing” and together with ," the Initial First Closing, each a “the Subsequent First Closing and the Second Closing are sometimes referred to herein collectively as the "Closing”") of the transactions contemplated hereby shall be held take place at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day Godward LLP (as set forth above) not later than 120 days following the date on which the last First Closing. The specific time and place of the conditions set forth Second Closing shall be agreed in Articles 6 writing among the Company and 7 (including a majority in interest of the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement Purchasers by not later than 90 days following the First Closing (such date, date is hereinafter referred to as the “"Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”"), but if no such agreement occurs, then such Second Closing shall occur 120 days after the First Closing (if such date is not a business day (defined as any weekday other than a United States of America or at California holiday) then such other time and place as Second Closing shall be on the Company and first immediately following business day.). In connection with each Purchaser's consent to the Investors mutually agree upon. At date of the Second Closing, each Investor such Purchaser shall pay indicate the portion of the Shares set forth opposite such Purchaser's name under the heading "Second Closing" on Exhibit A that it intends to purchase at said Second Closing and shall submit payment for the Shares that it intends to purchase by not later than 15 days prior to the scheduled date of the Second Closing (the "Second Closing Payment Deadline"). If (a) a Purchaser indicates that it intends to purchase fewer than the full number of Shares set forth opposite such Purchaser's name under the heading "Second Closing" on Exhibit A, then it shall forfeit its right to purchase all other Shares listed for its purchase at the Second Closing (the "Forfeited Shares") or (b) a Purchaser fails to deliver payment for the Shares that it intends to purchase at the Second Closing by the Second Closing Payment Deadline, then said Purchaser shall be deemed to have forfeited its right to purchase all Shares for which it has not paid (also the "Forfeited Shares"). Upon such forfeiture, Oryx may itself purchase, or it may select one or more third parties that are reasonably acceptable to the Board of Directors of the Company to purchase, any or all of such Forfeited Shares at the applicable Total Purchase Price by Exchange Second Closing. All such sales of the aggregate principle amount of Forfeited Shares shall be made on the Outstanding Convertible Notes as terms and conditions set forth next in this Agreement as they apply to the Second Closing. Any third party participating in such Investor’s name on Schedule I-B heretoSecond Closing shall become a party to this Agreement by executing and delivering a counterpart signature page to this Agreement and shall thereafter be deemed a "Purchaser" and a party hereunder and such person shall also be required to execute all other documents required of Purchasers in a Closing. At the Second Closing, the Company shall deliver will undertake to update the attached Exhibit A to reflect the actual identities of each Investor a single stock certificate representing Purchaser and the number of Shares respective amounts purchased by such Investor at the Second each Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

Second Closing. The second closing (At the “Second Closing” sole option of each Purchaser, and together with subject to the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the terms and conditions set forth in Articles 6 Section 4.2 the closing and 7 sale of up to (including as shall be specified by such Purchaser prior to the Second Closing Date) an additional 4,300 shares of Preferred Stock for an aggregate purchase price of $4,300,000 and Warrants for an aggregate of up to such number of shares of Common Stock equal to 4,300,000 divided by $4.00 shall take place on the later of December 1, 2000 or 30 days after the effectiveness of the Registration Statement registering for resale the shares of Common Stock underlying the Preferred Stock from the First Closing, in the same manner as the First Closing (the "Second Closing Date"); provided that in no case shall the Second Closing take place unless and until the conditions described listed in Section 6(p)) 4.2 have been satisfied or waived in accordance with this Agreement (such date, by the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree uponappropriate party. At the Second Closing: (i) Each Purchaser electing to purchase additional shares of Preferred Stock shall deliver, each Investor shall pay as directed by the Company, its portion of the purchase price as set forth next to its name on a schedule similar to Schedule I (the "Second Closing Schedule"), to be delivered to the Company by the applicable Total Purchase Price Purchasers two days before the Second Closing Date, in United States dollars in immediately available funds to an account or accounts designated in writing by Exchange the Company; (ii) The Company shall deliver a Preferred Stock certificate(s) representing the number of the aggregate principle amount shares of the Outstanding Convertible Notes Preferred Stock purchased by each Purchaser as set forth next to such Investor’s Purchaser's name on Schedule I-B hereto. At the Second ClosingClosing Schedule, registered in the name of such Purchaser, each in form satisfactory to the Purchaser and issued pursuant to the Certificate of Designation with a Conversion Price equal to $4.00; (iii) The Company shall deliver a Warrant(s), in the form of Exhibit B hereto and with the Exercise Price equal to each Investor a single stock certificate $4.00, representing the number of Shares purchased by such Investor at the Second Closing, shares of Common Stock as set forth next to such Investor’s Purchaser's name on Schedule I-B heretothe Second Closing Schedule, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(sPurchaser; and (iv) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment The parties shall execute and deliver each of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closingdocuments referred to in Section 4.2(b). Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.REPRESENTATIONS AND WARRANTIES

Second Closing. The second closing Second Closing shall occur at 10:00am (the “Second Closing” and together with the Initial Closing, each a “Closing”New York City time) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day on third (3rd) Business Day following the date on which the last all of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) 2.3 shall have been satisfied or or, if applicable, waived in accordance with this Agreement (such date, by the “Second Closing Date” and together with party entitled to the Initial Closing Date, each a “Closing Date”)benefit thereof, or at such other time and place location as the Company parties shall mutually agree in writing; provided, that in the event that the parties do not hold the Second Closing on or prior to the date that is thirty (30) days after the First Closing Date (the “Outside Date”), the parties’ rights with regard to the Second Closing and the Investors mutually possible issuance of the Second Closing Shares by the Company to the Purchasers at the Second Closing shall terminate and be of no further force or effect. The parties each agree uponto use their reasonable best efforts to cause the satisfaction of all the conditions required for the Second Closing to occur, and to consummate the Second Closing, as promptly as possible after the First Closing, and in any case within fourteen (14) days after the First Closing Date; provided, that the foregoing covenant shall not change the Outside Date. At the Second Closing, each Investor shall pay upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the Second Closing Shares in exchange for payment by the Purchasers, severally and not jointly, of an aggregate amount equal to the Second Closing Purchase Price. Each Purchaser’s applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes Subscription Amount as set forth next to on the signature page hereto executed by such Investor’s name on Schedule I-B heretoPurchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number Purchaser its respective pro rata share of Shares purchased by such Investor at the Second ClosingClosing Shares (based on such Purchaser’s applicable Subscription Amount relative to the aggregate Second Closing Purchase Price) (such Purchaser’s “Applicable Second Closing Shares”), as and the Company and each Purchaser shall deliver the other items set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor Section 2.2 deliverable at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as Settlement of the Second Closing and all principal and interest outstanding thereunder Shares shall be Exchanged as reflected occur via “Delivery Versus Payment” (“DVP”) (i.e., on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal Applicable Second Closing Shares registered in each Purchaser’s name and interest outstanding under such Outstanding Convertible Note or Notes after giving effect address and released by the Transfer Agent directly to the Exchange contemplated herebyaccount(s) identified by each Purchaser, and payment therefor shall be made by each Purchaser (by wire transfer to the Company)). All Second Closing Shares shall be delivered to the Purchasers hereunder free and clear of all Liens, other than restrictions on transferability arising under applicable federal securities laws.

Second Closing. The second (a) On the terms and conditions set forth in this Agreement, the closing of the Tranche 2 Purchase (the “Second Closing” and together with the Initial Closing, each a “Closing”) shall occur at 10:00 am New York City time on the thirteenth (13th) Business Day after (or such other date and time as is mutually agreed to by the parties) the Company delivers a written notice to the Purchaser in the form attached hereto as Exhibit A stating that the Company is electing to consummate the Second Closing (which notice must be delivered on or prior to December 11, 2020 (the “Final Notice Date”)), by the electronic exchange of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following documents (the date on which the last Second Closing occurs is referred to herein as the “Second Closing Date”). (b) At the Second Closing: (i) Subject to the Purchaser’s compliance with Section 2.03(b)(ii), the Company shall deliver to the Purchaser the Tranche 2 Securities registered in the name of any Purchaser, free and clear of all Liens (except for any restrictions on ownership and transfer imposed by the Company Charter Documents, the Securities Act and any applicable securities Laws) and record the Purchaser as the owner of such Tranche 2 Securities on the books and records of the Company. (ii) Subject to the Company’s compliance with Section 2.03(b)(i) and the satisfaction or waiver of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p2.03(c)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor Purchaser shall pay the Company the applicable Total Tranche 2 Purchase Price to the Company, by Exchange wire transfer in immediately available U.S. federal funds, to an account designated by the Company in writing. (c) The obligation of the aggregate principle amount Purchaser to consummate the Second Closing is subject to the satisfaction or waiver by Purchaser of the Outstanding Convertible Notes following conditions: (i) the Dividends as set forth next of the most recent prior Dividend Payment Date (as such capitalized terms are defined in the Articles Supplementary) on any shares of Series B Preferred Stock held by Purchaser are not then in arrears and the Company is not then in default under, or otherwise then in breach of, any of the Transaction Documents; (ii) after giving effect to such Investor’s name on Schedule I-B hereto. At the Second ClosingClosing and the Company’s intended use of the Tranche 2 Purchase Price, to the Knowledge of the Company, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered is not then in the name of such Investordefault under, or then in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnairebreach of any covenants of, against payment any of the purchase price therefor by the Exchange Debt Financing Facilities or any debt financing facility of the aggregate principle amount Company entered into after the First Closing; (iii) (A) each of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor Fundamental Representations shall be true and set forth next to such Investor’s name on Schedule I-B is cancelled accurate in all material respects as of the Second Closing Date as if made on and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date (other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been true and accurate in all material respects as of such earlier date); (B) from the First Closing Date through the Second Closing Date, there shall not have occurred any Material Adverse Effect; provided that to the extent only a portion and (C) each of the principal other representations and interest outstanding thereunder warranties made by the Company in this Agreement shall be converted true and accurate in all respects as of the Second Closing Date as if made on and as of the Second Closing Date (other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been true and accurate in all respects as of such earlier date), other than failures to be true and accurate that have not resulted in a Material Adverse Effect; provided, however, that, in the case of each of the foregoing clause (C), for purposes of determining the accuracy of such representations and warranties, all materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; (iv) the Purchaser shall have received from the Company a certificate from a secretary or exchanged as reflected on Schedule I-B an executive officer of the Company, dated as of the Second Closing Date, then to the effect that each of the conditions specified in clauses (i) through (iii) of this Section 2.03(c) has been satisfied; and (v) the Purchaser shall have received from the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal REIT Opinion and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebya Company Counsel Opinion.

Second Closing. The second closing (a) If at any time within six (6) months following the Phase 2b Release Date (or at such earlier time as determined by Investors required to purchase a majority of the Shares (or Pre-Funded Warrants) at the Second Closing, including each of Biotechnology Value Fund, L.P. (“BVF”) and Avidity Private Master Fund I LP (“Avidity”)), the ten (10)-day volume weighted average price of the Common Stock (as quoted on Nasdaq and as calculated by Bloomberg Financial Markets) is at least $8.00 per share (or such lesser amount as may be approved by Investors required to purchase a majority of the Shares (or Pre-Funded Warrants) at the Second Closing, including each of BVF and Avidity) (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) with aggregate trading volume (measured in terms of aggregate sale prices) during the same ten (10)-day period of at least $100 million (or such lesser amount as may be approved by Investors required to purchase a majority of the Shares (or Pre-Funded Warrants) at the Second Closing, including each of BVF and Avidity), then the Company shall promptly (and in any event within two Trading Days) distribute to each Investor a notice identifying the date of the Second Closing (the “Second Closing” and together with Closing Notice”). (b) At the Initial ClosingSecond Closing (which, for the avoidance of doubt, shall occur on the Second Closing Date), the Company shall deliver or cause to be delivered to each a “Closing”) Investor the number of Shares to be issued to such Investor pursuant to Section 2.2, registered in the name of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 Investor (including the conditions described in Section 6(p)) have been satisfied or waived its nominee in accordance with this Agreement its delivery instructions) in book entry form and/or the number of Pre-Funded Warrants to be issued to such Investor pursuant to Section 2.2, registered in the name of the Investor. (such date, c) On the “Second Closing Date” and together with the Initial Closing Date, each a “Investor shall deliver or cause to be delivered to the Company the Second Closing Subscription Amount via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company on or prior to the Second Closing Date. (d) Without limiting any remedy available to the Company (including any equitable remedies), within five (5) Business Days after the Second Closing Date, the Company will notify each Qualified Investor in writing if any Defaulting Investor failed to purchase the number of Shares set forth opposite the name of such Defaulting Investor under the heading “Second Closing Number of Shares” on Annex I attached hereto at the Second Closing and the aggregate number of Shares not purchased (the “Available Shares”), or at such other time and place as . Each Qualified Investor may notify the Company and in writing, within five (5) Business Days of receipt of the Investors mutually agree upon. At notice specified above, of its binding election to purchase their pro rate portion (based on their pro rata share of the number of Shares purchased at the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange ) or a greater number of the Available Shares. If the Qualified Investors elect in the aggregate principle to purchase a greater number of Shares than the total number of Available Shares, then (i) each electing Qualified Investor electing to purchase their pro rata portion of the Available Shares shall purchase such pro rata amount of the Outstanding Convertible Notes as set forth next Available Shares (and/or Pre-Funded Warrants) and (ii) any remaining Available Shares will be allocated among the electing Qualified Investors who elected to purchase more than their pro rata portion of the Available Shares, based on each such Qualified Investor’s name pro rata share of the number of Shares purchased at the Second Closing by such electing Qualified Investor. The purchase of the elected portion of the Available Shares (and/or Pre-Funded Warrants) shall occur on Schedule I-B heretoa date designated by the Company that is not more than fifteen (15) Business Days following the Second Closing Date. At Following the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in opposite the name of such Investor, or in such nominee’s or nominees’ name(s) as designated Qualified Investor under the heading “Third Closing Number of Shares” on Annex I attached hereto shall be revised to add the number of Available Shares and Pre-Funded Warrants purchased by such Qualified Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that pursuant to the extent only a portion terms of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebythis Section 3.2(d).

Second Closing. The second closing obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the Second Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the “Second Closing” Closing Conditions): (a) at least two (2) trading days before the Second Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the Second Closing Notice); (b) at least two (2) business days before the Second Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (c) all necessary regulatory and together with CSE approvals (if any) required for the Initial Closing, each a “Closing”) entering into this Subscription Agreement and the completion of the transactions contemplated hereby under this Subscription Agreement shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied obtained prior to the Second Closing; (d) before or waived in accordance with this Agreement (such date, on the “Second Closing Date” , the Corporation shall have posted CSE Form 9 and together with CSE Form 6 on the Initial CSE's website; (e) before the Second Closing Date, each a “Closing Date”)the Share Lending Agreement, or at shall have been entered into with respect to the lending of 2,500,000 additional freely tradeable Common Shares, with such other time and place as terms in the Company and Share Lending Agreement to accommodate earlier return of such 2,500,000 Common Shares if another exemption becomes available for the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange issuance of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor Securities that does not bear a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(sstatutory hold period; (f) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of before the Second Closing Date, 2,500,000 additional freely tradeable Common Shares having been transferred to the Investor pursuant to the Share Lending Agreement, such that a total of 3,100,000 freely tradeable Common Shares shall have been lent to the Investor pursuant to the Share Lending Agreement, unless before such Second Closing Date, the Corporation and all principal its counsel have determined that another exemption is available for issuance of the Securities that does not bear a statutory hold period and interest outstanding thereunder the Investor and its legal counsel are satisfied with such determination, in which case the 2,500,000 additional freely tradeable Common Shares shall not be Exchanged required to be transferred; (g) (i) the representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as reflected on Schedule I-B as of at the Second Closing Date; provided that and (ii) the covenants and obligations of the Investor (as applicable to the extent only a portion of Second Closing) in this Subscription Agreement, including in any other document delivered to the principal and interest outstanding thereunder Corporation in connection with the Investment, shall be converted have been complied with or exchanged as reflected performed by the Investor, in all material respects, on Schedule I-B as of or before the Second Closing Date; (h) (i) the representations, then warranties and certifications of the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect Corporation addressed to the Exchange contemplated hereby.Investor in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the Second Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the Second Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the Second Closing Date; (i) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (j) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (k) delivery of an officer's certificate by the Corporation certifying (i) no changes from the officer’s certificate delivered under subsection 3.1(o) as it relates to constating documents, authorizing board resolutions and incumbency, and (ii) that the condition in subsection 3.1 (l) has been satisfied;

Second Closing. The second On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $9,606,027.00 of Unregistered ADSs and Warrants, which closing shall occur on the closing date of the Arrangement and Share Exchange (the “Second Closing” and ”). Notwithstanding anything herein to the contrary, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser’s Second Closing Subscription Amount (together with such Purchaser’s Affiliates and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would cause such Purchaser’s beneficial ownership of the Initial Ordinary Shares to exceed the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of the Unregistered ADSs as determined pursuant to Section 2.2(a). For purposes of this Section 2.1(b), the “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at the Second Closing, each a “Closing”9.99%) of the transactions contemplated hereby number of Ordinary Shares outstanding immediately after giving effect to the issuance of the securities on the Second Closing Date. In each case, the election to receive Pre-Funded Warrants is solely at the option of the Purchaser. At least five (5) Business Days before the anticipated Second Closing Date, the Company shall deliver written notice to Purchaser (the “Closing Notice”) specifying (i) the anticipated Second Closing Date and (ii) the escrow wire instructions for delivery of the Purchaser’s Second Closing Subscription Amount to the Escrow Agent. No later than two (2) Business Days prior to the Second Closing Date as set forth in the Closing Notice, the Purchaser shall deliver via wire transfer, in United States dollars and in immediately available funds, such amount equal to such Purchaser’s Second Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser to the Escrow Agent to the escrow account specified by the Company in the Closing Notice, such funds to be held by the Escrow Agent in escrow. The Company shall deposit the Ordinary Shares with the Depositary and deliver to each Purchaser its respective Unregistered ADSs and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last Second Closing. Upon satisfaction of the covenants and conditions set forth in Articles 6 Sections 2.2 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date2.3, the “Second Closing shall take place by remote communications and by the exchange of signatures by electronic transmission on the Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time time, date and place location as the parties shall mutually agree, and the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company Placement Agent shall deliver to each Investor a single stock certificate representing the number Escrow Agent the Form of Shares purchased by such Investor at the Second Closing, Escrow Release Notice (as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered defined in the name of such InvestorEscrow Agreement), or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyduly executed.