Upon the terms and subject to all of the conditions contained herein, each of the ​ hereby agrees to sell, assign, transfer and deliver to Cosmos, and Cosmos hereby agrees to purchase and accept from each of the ​, on the Closing Date, the Shares.

On the terms and subject to the conditions of this Agreement, on the Closing Date, the Seller shall unconditionally sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all the Seller’s direct or indirect right, title and interest in, to or under all of the properties, rights, claims, Contracts, interests and assets of the Seller, other than the Excluded Assets (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include the Subsidiary Securities and any and all proceeds of the Greensill Claims.

Agreement to Sell and Purchase. Seller shall sell and convey, and Buyer shall purchase, the Project; together with the easements, rights, privileges and appurtenances belonging thereto, and any abutting strips or gores; together with Seller's right, title and interest, if any, in and to any land lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Land to the center line thereof; together with all sign posts and signage used by Seller in connection with the Project; together with all appurtenant easements for ingress and egress and utilities; together with all Seller’s fixtures and equipment now located in, upon, attached or appurtenant to or used in the operation of the Project; together with any goodwill associated with the business conducted on the Project; together with all leases, licenses and rental agreements of the Project (the "Leases") and the Seller’s lighting fixtures, air-conditioning units, window screens and other appliances, furniture, equipment, customer lists, rights to facility telephone and fax numbers, email addresses, yellow pages ads and other local ads, inventories (including all boxes, cash registers, packaging materials, locks and all other contents of the retail store located on the Project) and other personal property and supplies owned by Seller and used at the Project as more particularly set forth on [Exhibit F] attached hereto (the "Personalty", and all of the foregoing property, real, personal and mixed, being collectively called the "Property").

Seller agrees to convey and sell the Membership Interests to Purchaser, and Purchaser agrees to purchase and accept such Membership Interests, in accordance with the terms and subject to the conditions hereof, such transactions to be effective as of the Closing Date.

Agreement to Sell and Purchase the Notes. [[Sections 1.2 and 1.5]5]]5] of the Agreement are hereby amended and restated in their entirety as follows:

Agreement to Sell and Purchase the Notes. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company, # at the Closing (as defined below), the Note for a purchase price equal to ​; and (ii), on or before two (2) business days from the date of this Amendment, an Additional Note for a purchase price equal to ​. The purchase commitment with respect to the Note is made in accordance with and subject to the terms and conditions described in this Amendment, and the purchase commitment with respect to the Additional Note is subject to the accuracy of the representations of the Company on the date hereof. The terms of the Note shall be as set forth in the form of Note attached hereto as [Exhibit A] (the “Form of Note”), and the terms of the Additional Note shall be as set forth in the form of Additional Note attached hereto as [Exhibit B].

Agreement to Sell and Purchase the Shares. In consideration of, and in express reliance upon, the representations and warranties of the Seller, the Buyer and Smith in this Agreement, the Seller hereby agrees to irrevocably transfer and convey the Shares to the Buyer, and the Buyer hereby agrees to pay the aggregate purchase price of$1.00 for the Shares at the Closing (as defined below).

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder pursuant to [Section 23], neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

Independent Decision to Sell; Etc. The Seller has made an independent decision to sell the Subject Shares to the Purchaser and has determined that it has adequate information concerning the business and financial condition of the Company in connection with its decision to sell the Subject Shares. The Seller understands the disadvantage to which it may be subject on account of the disparity of information between it and the Purchaser, and further acknowledges that the Company and its affiliates may possess material, non-public information not known to the Seller regarding or relating to the Company, its affiliates or the Subject Shares. The Seller is capable, by reason of its business or financial knowledge and experience, of evaluating the merits and risks of the sale of the Subject Shares and of protecting its own interest in connection with the sale of the Subject Shares, and the Seller acknowledges that it has had the opportunity to discuss the information available to it relating to the sale of the Subject Shares with such advisors as it has deemed appropriate. The Seller acknowledges that the Purchaser has not given it any investment advice or rendered any opinion to it as to whether the sale of the Subject Shares is prudent or suitable, and, except as expressly provided in [Section 6] of this Agreement, it is not relying or any representation or warranty made by the Purchaser in connection with its decision to sell the Subject Shares to the Purchaser.

Agreement. Notwithstanding any other provision of this Plan and as a condition to becoming entitled to receive Payments, the Company may require the Officer to enter into a severance agreement prior to or after the Employment Severance Date. Such severance agreement will incorporate the Release and may, # modify the terms of any then-effective agreement between the Officer and the Company; or # include all provisions necessary to implement the terms of the Plan. Such agreement may include Post-Employment Covenants, the Company’s right to seek an injunction, forfeit future Payments, and require repayment of Payments made, and any other provisions deemed appropriate by the Company in its sole discretion.