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:

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:

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:

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:

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:

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:

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:

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:

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.

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”).