Common use of Third Closing Clause in Contracts

Third Closing. (a) If the Discharge shall not have occurred prior to the Third Closing Date (and the Third Closing shall not occur if the Discharge has occurred), the issuance of the Third Closing Shares (as defined below) shall take place at a closing (the “Third Closing”) to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Lender Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date. (b) At the Third Closing, the Company shall issue and deliver to the Lender Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 45.92% 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 45.92% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Third Closing Shares”). The Third Closing Shares shall be allocated ratably, including fractional shares, to each Lender Shareholder according to aggregate principal amount of each such Lender Shareholder’s outstanding Loans as of the Third Closing Date. With respect to Series B Ordinary Shares issued at the Third Closing, the Lender Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preferred Shares issued at the Third Closing, the Lender Shareholders shall receive Series B1 Preferred Shares unless they elect to receive Series B2 Preferred Shares. Such elections shall be made by notice to the Company at least two Business Days prior to the Third Closing Date. (c) The Company shall obtain the requisite approvals of the Bermuda Monetary Authority for the issuances of Shares pursuant to this Section 2.3.

Third Closing. (a) If the Discharge shall not have occurred prior to the Third Closing Date (and the Third Closing shall not occur if the Discharge has occurred), the issuance of the Second Lien Third Closing Shares and the Note Purchaser Third Closing Shares (both as defined below) shall take place at a closing (the “Third Closing”) to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Lender Second Lien Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date. The Company will provide notice of the Third Closing to the New Shareholders at least five Business Days prior to the Third Closing Date. (b) At the Third Closing, the Company shall issue and deliver to the Lender Second Lien Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 45.9252.50% 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 45.9252.50% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Second Lien Third Closing Shares”). The Second Lien Third Closing Shares shall be allocated ratably, including fractional shares, to each Lender Second Lien Shareholder according to aggregate principal amount of each such Lender Second Lien Shareholder’s outstanding Loans as of the Third Closing Date. With respect to Series B Ordinary Shares issued at the Third Closing, the Lender Second Lien Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preferred Preference Shares issued at the Third Closing, the Lender Second Lien Shareholders shall receive Series B1 Preferred Preference Shares unless they elect to receive Series B2 Preferred Preference Shares. Such elections shall be made by notice to the Company at least two Business Days prior to the Third Closing Date. (c) At the Third Closing, the Company shall issue and deliver to the Note Purchaser Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 5.83% 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 5.83% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Note Purchaser Third Closing Shares”). The Note Purchaser Third Closing Shares shall be allocated ratably, including fractional shares, to each Note Purchaser Shareholder according to the amount of Note Purchaser Shares held by any Note Purchaser Shareholder as a percent of the total Note Purchaser Shares outstanding. With respect to Series B Ordinary Shares issued at the Second Closing, the Note Purchaser 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 Third Closing, the Note Purchaser 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 Company at least two Business Days prior to the Third Closing Date. (d) The Company shall obtain the requisite approvals of the Bermuda Monetary Authority for the issuances of Shares pursuant to this Section 2.3.

Third Closing. (a) If the Discharge shall not have occurred prior to On the Third Closing Date (Date, upon the terms and the Third Closing shall not occur if the Discharge has occurred), the issuance of the Third Closing Shares (as defined below) shall take place at a closing (the “Third Closing”) to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Lender Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date. (b) At the Third Closingconditions set forth herein, the Company shall issue agrees to sell, and deliver the Purchaser agrees to the Lender Shareholderspurchase, certificates representing a number 1,111,111 shares of Series B Ordinary Shares, credited as fully paid, equal to 45.92% 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 45.92% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places Common Stock (the “Third Closing Shares”) and the Third Closing Warrant, which closing shall occur no later than eighteen (18) months from the date of the Second Closing (the “Third Closing”). The Purchaser, in its sole discretion, may purchase additional shares of Common Stock in the Third Closing (the “Additional Shares”) for the Per Share Purchase Price (the “Additional Subscription Amount”). On the Third Closing Date, the Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the Third Closing Subscription Amount (and the Additional Subscription Amount, if applicable), and the Company shall deliver to the Purchaser the Third Closing Shares (and the Additional Shares, if applicable), and the Third Closing Warrant within three Trading Days of the Third Closing Date, and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event that, from the Second Closing Date through the Third Closing Date, the Company issues more than 16,667 Pre-emptive Shares, the number of Third Closing Shares shall be allocated ratably, including fractional shares, increased (without the payment of additional funds by the Purchaser) to each Lender Shareholder according to aggregate principal amount of each such Lender Shareholder’s outstanding Loans as number that will result in the Purchaser owning the same percentage ownership of the Third Closing Date. With respect outstanding shares of Common Stock that it would have been entitled to Series B Ordinary own had the Company not issued any Pre-emptive Shares issued at in connection with the Third Closing, the Lender Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preferred Shares issued at the Third Closing, the Lender Shareholders shall receive Series B1 Preferred Shares unless they elect to receive Series B2 Preferred Shares. Such elections shall be made by notice to the Company at least two Business Days prior to the Third Closing Date. (c) The Company shall obtain the requisite approvals of the Bermuda Monetary Authority for the issuances of Shares pursuant to this Section 2.3.

Third Closing. At any time after forty-five (a45) If days following the Discharge shall not have occurred prior Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (and A) the Company shall deliver to the Buyer the following: (i) the Third Closing shall not occur Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Discharge has occurred)Company confirming, the issuance as of the Third Closing Shares (Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as defined below) shall take place at a closing (of the “Third Closing”) to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Lender Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price. (b) At the Third Closing9. The following sentences shall be added to Section 12(a): In addition, the Company shall issue and deliver 350,000 shares of Restricted Stock (the “Second Commitment Shares”) to Investments as a commitment fee on the Lender Shareholders, certificates representing a number of Series B Ordinary Shares, credited Second Closing Date. The Second Commitment Shares shall be earned in full as fully paid, equal to 45.92% of the First Second Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a number Date. In addition, the Company shall issue 350,000 shares of Series B Preference Shares, credited as fully paid, equal to 45.92% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places Restricted Stock (the “Third Closing Commitment Shares”)) to Investments as a commitment fee on the Third Closing Date. The Third Closing Commitment Shares shall be allocated ratably, including fractional shares, to each Lender Shareholder according to aggregate principal amount of each such Lender Shareholder’s outstanding Loans earned in full as of the Third Closing Date. With respect to Series B Ordinary Shares issued at A non-accountable fee of One Thousand and 00/100 Dollars ($1,000.00) on the Third Closing, the Lender Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and Second Closing Date (with respect to Series B Preferred Shares issued at the Second Debenture) shall be withheld from the Second Purchase Price to cover the Buyer’s accounting fees, legal fees, and other transactional costs incurred in connection with the transactions contemplated by the Second Debenture. A non-accountable fee of One Thousand and 00/100 Dollars ($1,000.00) on the Third Closing, the Lender Shareholders shall receive Series B1 Preferred Shares unless they elect to receive Series B2 Preferred Shares. Such elections shall be made by notice to the Company at least two Business Days prior Closing Date (with respect to the Third Closing DateDebenture) shall be withheld from the Third Purchase Price to cover the Buyer’s accounting fees, legal fees, and other transactional costs incurred in connection with the transactions contemplated by the Third Debenture. (c) The Company 10. This Amendment shall obtain be deemed part of, but shall take precedence over and supersede any provisions to the requisite approvals contrary contained in the Agreement. Except as specifically modified hereby, all of the Bermuda Monetary Authority for provisions of the issuances Agreement, which are not in conflict with the terms of Shares pursuant to this Section 2.3Amendment, shall remain in full force and effect.

Third Closing. (ai) If Solely in the Discharge event that the Second Closing Trigger Event and the Initial Second Closing shall have previously occurred, the Company shall have the right, but not have occurred the obligation, to request that the Third Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Third Closing Notes prior to the Third Closing Date Deadline in accordance with this Section 2.1(c). (and ii) In the event that the Company desires to request that the Third Closing shall not occur if the Discharge has occurred), the issuance of Investors purchase the Third Closing Shares (as defined below) shall take place at a closing (the “Third Closing”) Notes pursuant to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Lender Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date. (b) At the Third Closingthis Section 2.1(c), the Company shall issue and deliver to the Lender Shareholders, certificates representing each Third Closing Investor written notice of such request (a number of Series B Ordinary Shares, credited as fully paid, equal to 45.92% 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 45.92% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Third Closing SharesRequest”). The Third ) after the Initial Second Closing Shares shall be allocated ratably, including fractional shares, to each Lender Shareholder according to aggregate principal amount of each such Lender Shareholder’s outstanding Loans as of the Third Closing Date. With respect to Series B Ordinary Shares issued at the Third Closing, the Lender Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preferred Shares issued at the Third Closing, the Lender Shareholders shall receive Series B1 Preferred Shares unless they elect to receive Series B2 Preferred Shares. Such elections shall be made by notice but on or prior to the Company at least two date that is fifteen (15) Business Days prior to the Third Closing Deadline, which Third Closing Request shall (x) sets forth that the aggregate principal amount of such Third Closing Notes that the Company requests to sell to the Third Closing Investors at the Third Closing, shall be $10,000,000, (y) set forth the Company’s irrevocable offer to sell the Third Closing Notes specified in the Third Closing Request to the Third Closing Investors in accordance with this Section 2.1(c), and (z) specify the closing date for such sale of Third Closing Notes hereunder (the “Third Closing Date”), which Third Closing Date (A) shall not be earlier than the fifteenth (15th) Business Day following the delivery of the Third Closing Election Notice to the Company, and (B) shall not be later than the Third Closing Deadline. (ciii) The In the event that the Company shall obtain timely deliver a Third Closing Request to the requisite approvals Third Closing Investors in accordance with the foregoing, each Third Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, of the Bermuda Monetary Authority for Third Closing Notes specified in the issuances Third Closing Request (which amount shall be allocated among the Third Closing Investors in proportion to the principal amount set forth across from such Third Closing Investor’s name under the heading “Principal Amount of Shares pursuant Third Closing Note” on the Schedule of Investors (with respect to any particular Third Closing Investor, such Third Closing Notes are herein referred to as such Third Closing Investor’s “Applicable Third Closing Notes”). In the event that any Third Closing Investor desires to purchase such Third Closing Investor’s Applicable Third Closing Notes, such Third Closing Investor must deliver written notice to the Company of its election to purchase such Third Closing Investor’s Applicable Third Closing Notes hereunder (a “Third Closing Election Notice”) no later than five (5) Business Days after the Company’s request and in no event later than five (5) Business Days prior to the Third Closing Deadline, which Third Closing Election Notice shall specify that such Third Closing Investor is exercising its right under this Section 2.32.1(c) to purchase such Third Closing Investor’s Applicable Third Closing Notes (any Third Closing Investor that shall so deliver a Third Closing Election Notice to the Company in accordance with the foregoing is herein referred to as an “Exercising Third Closing Investor”).

Third Closing. (a) If On the Discharge shall not have occurred prior to the Third Closing Date (terms and the Third Closing shall not occur if the Discharge has occurred)conditions set forth in this Agreement, the issuance closing of the Third Closing Shares (as defined below) shall take place at a closing Tranche 3 Purchase (the “Third Closing” and together with the First Closing and the Second Closing, the “Closings” and each, a “Closing”) to be held shall occur at 10:00 am New York City time on the Offices thirteenth (13th) Business Day after (or at any such other location date and time as is mutually agreed in writing to by the parties) the Company and delivers a written notice to the Majority Lender Shareholders) at 10:00 a.m.Purchaser in the form attached hereto as Exhibit A stating that the Company is electing to consummate the Third Closing (which notice must be delivered on or prior to the Final Notice Date), Eastern Standard Time by the electronic exchange of documents (the date on which the Third Closing occurs is referred to herein as the “Third Closing Date” and together with the First Closing Date and Second Closing Date, the “Closing Dates”). (b) At the Third Closing: (i) Subject to the Purchaser’s compliance with Section 2.04(b)(ii), the Company shall issue and deliver to the Lender ShareholdersPurchaser the Tranche 3 Securities registered in the name of any Purchaser, certificates representing a number 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 3 Securities on the books and records of the Company. (ii) Subject to the Company’s compliance with Section 2.04(b)(i) and the satisfaction or waiver of the conditions set forth in Section 2.04(c), the Purchaser shall pay the Tranche 3 Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds, to an account designated by the Company in writing. (c) The obligation of the Purchaser to consummate the Third Closing is subject to the satisfaction or waiver by Purchaser of the following conditions: (i) either (A) the Second Closing having occurred prior to the Third Closing, or (B) the Second Closing occurring concurrently with the Third Closing; (ii) the Dividends as of the most recent prior Dividend Payment Date (as such capitalized terms are defined in the Articles Supplementary) on any shares of Series B Ordinary SharesPreferred Stock held by Purchaser are not then in arrears and the Company is not then in default under, credited as fully paidor otherwise then in breach of, equal to 45.92% any of the Transaction Documents; (iii) after giving effect to the Third Closing and the Company’s intended use of the Tranche 3 Purchase Price, to the Knowledge of the Company, the Company is not then in default under, or then in breach of any covenants of, any of the Debt Financing Facilities or any debt financing facility of the Company entered into after the First Closing; (iv) (A) each of the Fundamental Representations shall be true and accurate in all material respects as of the Third Closing Date Post Issuance Ordinary Shares rounded to two decimal places as if made on and a number of Series B Preference Shares, credited as fully paid, equal to 45.92% of the First Third Closing Date Post Issuance Preference Shares rounded to two decimal places (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 “Second Closing Date through the Third Closing Shares”). The Date, there shall not have occurred any Material Adverse Effect; and (C) each of the other representations and warranties made by the Company in this Agreement shall be true and accurate in all respects as of the Third Closing Shares Date as if made on and as of the Third 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 allocated ratablydisregarded; (v) the Purchaser shall have received from the Company a certificate from a secretary or an executive officer of the Company, including fractional shares, to each Lender Shareholder according to aggregate principal amount of each such Lender Shareholder’s outstanding Loans dated as of the Third Closing Date. With respect to Series B Ordinary Shares issued at the Third Closing, the Lender Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preferred Shares issued at the Third Closing, the Lender Shareholders shall receive Series B1 Preferred Shares unless they elect to receive Series B2 Preferred Shares. Such elections shall be made by notice to the Company at least two Business Days prior to effect that each of the Third Closing Date.conditions specified in clauses (ii) through (iv) of this Section 2.04(c) has been satisfied; and (cvi) The the Purchaser shall have received from the Company shall obtain the requisite approvals of the Bermuda Monetary Authority for the issuances of Shares pursuant to this Section 2.3a REIT Opinion and a Company Counsel Opinion.

Third Closing. (ai) If The Company shall have the Discharge right, but not the obligation, to request that the Third Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Third Closing Notes prior to the Subsequent Closing Deadline in accordance with this Section 2.1(c). (ii) In the event that the Company desires to request that the Third Closing Investors purchase the Third Closing Notes pursuant to this Section 2.1(c), the Company shall not have occurred deliver each Third Closing Investor written notice of such request (a “Third Closing Request”) after the Second Closing but on or prior to the date that is fifteen (15) Business Days prior to the Subsequent Closing Deadline, which Third Closing Request shall (x) set forth the Company’s irrevocable offer to sell the Third Closing Notes to the Third Closing Date Investors in accordance with this Section 2.1(c), and (and y) specify the closing date for such sale of Third Closing shall not occur if the Discharge has occurred), the issuance of the Third Closing Shares (as defined below) shall take place at a closing (the “Third Closing”) to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Lender Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date. (b) At the Third Closing, the Company shall issue and deliver to the Lender Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 45.92% 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 45.92% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places Notes hereunder (the “Third Closing SharesDate”). The , which Third Closing Shares Date (A) shall not be allocated ratably, including fractional shares, to each Lender Shareholder according to aggregate principal amount of each such Lender Shareholder’s outstanding Loans as earlier than the fifteenth (15th) Business Day following the delivery of the Third Closing Date. With respect Election Notice to Series B Ordinary Shares issued at the Company, and (B) shall not be later than the Subsequent Closing Deadline. (iii) In the event that the Company shall timely deliver a Third Closing Request to the Third ClosingClosing Investors in accordance with the foregoing, each Third Closing Investor shall have the Lender Shareholders shall receive Series B1 Ordinary Shares unless they elect right, but not the obligation, to receive Series B2 Ordinary Shares and purchase all, but not less than all, of Third Closing Notes in principal amount equal to the amount set forth across from such Third Closing Investor’s name under the heading “Principal Amount of Third Closing Note” on the Schedule of Investors (with respect to Series B Preferred Shares issued at any particular Third Closing Investor, such Third Closing Notes are herein referred to as such Third Closing Investor’s “Applicable Third Closing Notes”). In the event that any Third ClosingClosing Investor desires to purchase such Third Closing Investor’s Applicable Third Closing Notes, the Lender Shareholders shall receive Series B1 Preferred Shares unless they elect to receive Series B2 Preferred Shares. Such elections shall be made by such Third Closing Investor must deliver written notice to the Company at least two of its election to purchase such Third Closing Investor’s Applicable Third Closing Notes hereunder (a “Third Closing Election Notice”) no later than five (5) Business Days after the Company’s request and in no event later than five (5) Business Days prior to the Subsequent Closing Deadline, which Third Closing Date. (c) The Company Election Notice shall obtain the requisite approvals of the Bermuda Monetary Authority for the issuances of Shares pursuant to specify that such Third Closing Investor is exercising its right under this Section 2.32.1(b) to purchase such Third Closing Investor’s Applicable Third Closing Notes (any Third Closing Investor that shall so deliver a Third Closing Election Notice to the Company in accordance with the foregoing is herein referred to as an “Exercising Third Closing Investor”).

Third Closing. (a) If the Discharge shall not have occurred prior to On the Third Closing Date (Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, such Purchaser’s Third Closing shall not occur if Subscription Amount as set forth on the Discharge has occurredsignature page hereto executed by such Purchaser (an aggregate of one million and no/100 dollars ($1,000,000.00), the issuance ) in principal amount of the Third Closing Shares (as defined below) shall take place at a closing (the “Third Closing”) to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Lender Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date. (b) Debentures. At the Third Closing, each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Third Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall issue and deliver to each Purchaser its respective Debenture and a Warrant, as determined pursuant to Section 2.2(a), and the Lender ShareholdersCompany and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Subject to the terms and conditions herein, certificates representing upon the determination by the Company for a number of Series B Ordinary Shares, credited as fully paid, equal to 45.92% Third Closing at any time after the one year anniversary of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal places Date, provided that the Second Closing shall have occurred, and a number of Series B Preference Shares, credited as fully paid, equal to 45.92% before the 3 year anniversary of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (Date, the “Third Closing Shares”). The Third Closing Shares Company shall be allocated ratably, including fractional shares, deliver written notice to each Lender Shareholder according to aggregate principal amount of each such Lender Shareholder’s outstanding Loans as Purchaser of the Third Closing Date(“Third Closing Notice”). With respect to Series B Ordinary Shares issued at Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 for the Third Closing, the Lender Shareholders Third Closing shall receive Series B1 Ordinary Shares unless they elect occur at the offices of WS or such other location as the parties shall mutually agree within 15 Trading Days from the date of the Third Closing Notice. Notwithstanding the foregoing, at the sole option of the Purchasers, the Third Closing may occur at any time after the Second Closing Date and within 15 Trading Day notice by the Purchasers to receive Series B2 Ordinary Shares and with respect the Company of their intent to Series B Preferred Shares issued at conduct the Third Closing, the Lender Shareholders shall receive Series B1 Preferred Shares unless they elect to receive Series B2 Preferred Shares. Such elections shall be made by notice to irrespective of the Company at least two Business Days prior to meeting the requirements of the Third Closing Date. Corporate Milestone, provided that in no event shall the Third Closing occur (ci) The Company shall obtain later than the requisite approvals 3 year anniversary of the Bermuda Monetary Authority for First Closing Date, (ii) during a Change of Control Redemption Period (as defined in the issuances Debentures) or (iii) on or after the date, if any, on which all of Shares pursuant to this Section 2.3the then outstanding Debentures are prepaid in full in accordance with the Debentures or otherwise with the written consent of the Required Holders (as defined in the Debenture), in each case without the prior written consent of the Company.