“Shares” shall mean Common Shares that [[Organization B:Organization]] shall issue and sell to [[Organization A:Organization]] pursuant to a Purchase Notice under the terms of this Agreement.

Notice of Certain Actions. Without the written consent of the Agent and the Forward Purchaser, the Selling Stockholder will not, # directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any instruction from the Selling Stockholder to make sales hereunder is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such instruction from the Selling Stockholder; # directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; or # enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in [clause (A) or (C) above] is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. During any Forward Hedge Selling Period, the Selling Stockholder will not, without the prior written consent of the Forward Purchaser, # directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for shares of Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing or # enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in [clause (1) or (2) above] is to be settled by delivery of Common Shares or such other securities, in cash or otherwise.

Purchase and Sale of Shares. Subject to the terms of this Agreement, Purchaser agrees to purchase from the Corporation, and the Corporation agrees to sell and issue to Purchaser, 1,289,513 shares of the Corporation’s Common Stock (the “Purchased Shares”) for the purchase price of $28.66 per share (the “Purchase Price”) or an aggregate purchase price of $36,957,442.58 (the “Subscription Amount”).

Purchase and Sale. Subject to the terms and conditions of this Agreement, the ​ agrees to purchase from AVRS, and AVRS agrees to sell to the ​, 600,000 shares of the common stock of AVRS, referred to as the “Shares”.

Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Buyer, and the Buyer has the obligation to purchase from the Company, Purchase Shares as follows:

Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, and upon execution and delivery of this Agreement, Seller (“Seller”) shall sell to Buyer, and Buyer shall purchase from Seller, such number of the Company’s Common Shares as set forth on [Schedule I] attached hereto (the “Seller Shares”), for an aggregate purchase price as indicated on [Schedule I] attached hereto (the “Seller Purchase Price”).

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.

Purchase and Sale of Acquired Shares. At the closing of the transactions contemplated by this Agreement (the "Closing"), upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue, sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from the Company, the Acquired Shares.

Payment for Purchase Shares. For each Purchase, ​ shall, on the Put Closing Date, pay to ​ an amount equal to the Purchase Amount with respect to such Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds three (3) Business Days after ​ receives such Purchase Shares, if such Purchase Shares are received by ​ before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by ​ after 1:00 p.m., Eastern time, the third (3rd) Business Day. If for any reason or for no reason ​ does not receive the Purchase Shares as DWAC Shares (other than ​’s inability to receive such DWAC Shares) or delivery by other means of such Purchase Shares to ​ in respect of a Purchase within four (4) Business Days following the receipt by ​ of the Purchase Price therefor in compliance with this Section 2(b), and if on or after such Business Day ​ purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by ​ of such Purchase Shares that ​ anticipated receiving from ​ in respect of such Purchase, then ​ shall, within three (3) Business Days after ​’s request, either # pay cash to ​ in an amount equal to ​’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point ​’s obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or # promptly honor its obligation to deliver to ​ such Purchase Shares as DWAC Shares and pay cash to ​ in an amount equal to the excess (if any) of the Cover Price over the total Purchase Price for such Purchase. ​ shall not issue any fraction of a share of Common Stock upon any Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, ​ shall round such fraction of a share of Common Stock up or down (or, in the case of one-half (1/2) share, shall round down) to the nearest whole share. All payments made under this Agreement shall be made by wire transfer of immediately available funds to such account as ​ may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day. The foregoing notwithstanding, ​ may withhold a portion of the Purchase Price to the extent that ​ has failed to deliver Purchase Shares to ​ in connection with a previous Put. Notwithstanding anything to the contrary in this Agreement, if ​ shall deliver Purchase Shares to ​ and ​ has not paid the Purchase Price provided for hereunder, ​ shall pay ​ for such Purchase Shares as soon as practicable thereafter in accordance with the terms of this Agreement or, if requested by ​, return such Purchase Shares to ​.

Issuance of Purchase Shares. Upon issuance and payment thereof in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.