Company Share Issuance Prerequisites. Company shall not be required to issue or deliver any Shares prior to the fulfillment of all of the following conditions:

On the Closing Date, in consideration for the sale and transfer of the Assets, [[Buderim Parent:Organization]] Parent shall issue 11,220,242 fully paid ordinary shares (“Shares”) in [[Buderim Parent:Organization]] Parent to Buyer pursuant to a Subscription Agreement substantially in form attached this Agreement as [Exhibit 3](a) (“Subscription Agreement”).

Additional Share Issuance Obligation. As to each Purchaser, upon each of # the date prior to the 144 Date (the “Initial Effective Date”) that a Registration Statement registering any of the Shares (which may include Shares issuable pursuant to this Section 4.13) is declared effective (the “Initial Registration Statement”), # if an Initial Registration Statement does not register all of the Shares that have been issued or that are issuable as of Trading Day immediately prior to the 144 Date (including all Shares that are issuable pursuant to this Section 4.13 as of the Trading Day immediately prior to 144 Date), in each case, without regard to any other limitations on issuance set forth in the Purchase Agreement, the date that the Shares are initially eligible to be resold by the applicable Purchaser (assuming such Purchaser is not an affiliate of the Company) pursuant to Rule 144 (the “144 Date”) and # the date after the Initial Effective Date or 144 Date, as applicable, the Shareholder Approval has been obtained and deemed effective (solely to the extent the Shareholder Approval is required pursuant to the rules and regulations of the Nasdaq Capital Market to issue all the Shares that have been issued or that are issuable as of Trading Day immediately prior to the date such Shareholder Approval has been obtained and deemed effective (including all Shares that are issuable pursuant to this Section 4.13 as of the Trading Day immediately prior to the date such Shareholder Approval has been obtained and deemed effective), in each case, without regard to any other limitations on issuance set forth in the Purchase Agreement (each such date, an “Adjustment Date”), if 85% of the lowest VWAP of the three (3) VWAPs immediately following the Adjustment Date (such three Trading Day period following the Adjustment Date, the “Measurement Period”) is less than the Per Share Purchase Price (adjusted for stock splits, combinations, dividends and the like after the Closing Date) (such lesser price is referred to herein as the “Adjusted Per Share Purchase Price”), then, within one (1) Trading Day following the end of the Measurement Period, the Company shall issue to such Purchaser, without the payment of additional consideration (“Additional Share Issuance Obligation”), a number of additional shares of Common Stock (“Additional Shares”) equal to # such Purchaser’s Subscription Amount on the Closing Date divided by the greater of # $4.25 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date hereof) and # the Adjusted Per Share Purchase Price less # any Shares previously issued pursuant to this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrowers from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that # the aggregate amount of LOC Obligations shall not at any time exceed FORTY-FIVE MILLION DOLLARS ($45,000,000) (the “LOC Committed Amount”), # the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, # all Letters of Credit shall be denominated in Dollars and # Letters of Credit shall be issued for any lawful business purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. Except as otherwise permitted in [Section 2.3(k)] or as expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default

Issuance. The Administrative Agent, promptly following receipt of a notice of borrowing, continuation or conversion by way of Bankers’ Acceptances, shall advise the applicable Tranche 1 Revolving Lenders of the notice and shall advise each such Tranche 1 Revolving Lender of the face amount of Bankers’ Acceptances to be accepted by it and the applicable Contract Period (which shall be identical for all Revolving Lenders). The aggregate face amount of Bankers’ Acceptances to be accepted by a Tranche 1 Revolving Lender shall be determined by the Administrative Agent by reference to such Tranche 1 Revolving Lender’s Revolving Percentage of the issue of Bankers’ Acceptances, except that, if the face amount of a Bankers’ Acceptance which would otherwise be accepted by a Tranche 1 Revolving Lender would not be C$100,000, or a whole multiple thereof, the face amount shall be increased or reduced by the Administrative Agent in its sole discretion to C$100,000, or the nearest whole multiple of that amount, as appropriate; provided that after such issuance, no Tranche 1 Revolving Lender shall have outstanding Revolving Extensions of Credit in excess of its Tranche 1 Revolving Commitment.

Issuance. Stock Bonus Awards shall be issued in Shares, and the Company’s transfer agent shall record ownership of such Shares in Participant’s name as soon as reasonably practicable.

This transfer also includes rights which were acquired prior to occupation for the employer, insofar as the prerequisites set forth in item [[Identifier]] apply.

by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or

“Additional Share Baseline Value” means, with respect to each Additional Share, the gross proceeds received by the Company upon the issuance of such Additional Share, which amount shall be deemed to equal, as applicable:

Surrender of Subscriber Share. On the issuance of the Shares, the Subscriber hereby surrenders for no consideration the Subscriber Share that the Subscriber holds in the Company.