Warrants. ​ will issue to the Lender a Warrant to purchase 50,000 shares of ​ common stock. The Warrant will have a term of four years, a strike price of $1.00 per share, and contain a cashless exercise provision. Notwithstanding any other provision governing the Warrants, the Lender may not exercise these Warrants to the extent that immediately following such exercise the Lender, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”)) more than 9.99% of the then issued and outstanding common stock of ​, including the shares issuable upon such exercise and held by the Lender after such Warrant exercise. For this purpose, a representation by the Lender that following such exercise it would not beneficially own more than 9.99% of the outstanding Common Stock of ​ shall be conclusive and binding upon ​.

“Warrant” means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

Exchange and Replacement of Warrant Certificate. Upon receipt by Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of the Warrant Certificate or any Adjusted Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrant Shares, if mutilated, Company will make and deliver a new Warrant Certificate or Adjusted Warrant Certificate in lieu thereof.

The outstanding Series C Shares shall be exchangeable, in whole but not in part, for shares of HoldCo Common Stock. The Series C Shares will be exchangeable at the option of the record holders of a majority of the outstanding Series C Shares (the "Exchange Option"), exercised in writing delivered to the Corporation. Said majority holders may exercise the Exchange Option at any time on or after # the distribution date for a distribution by the Buyer pursuant to Section 5.8, # the occurrence of a material breach of any covenant of Buyer set forth in [Exhibit C] hereto which shall be continuing after written notice and a cure period of twenty (20) days, or # any date after April 1, 2023.

Exchange Buyer hereby acknowledges that Seller desires and intends to structure this transaction as a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, as amended Accordingly, Buyer shall, at no additional cost, obligation, or liability to Buyer, cooperate with and assist Seller in perfecting such an exchange, provided that the consummation of the transaction contemplated hereby is not thereby delayed by fault of Buyer

Exchange. Subject to the conversion election set forth in this Section 2, the Company agrees to issue to the Holder 695,728 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) with the terms set forth in the certificate of designation of preferences, rights and limitations (the “Certificate of Designation”) that is attached hereto as [Exhibit B] and incorporated herein by reference, in exchange for the Notes (including all outstanding but unpaid principal and interest). On the Closing Date, the Company shall file the Certificate of Designation with the State of Delaware and shall deliver to the Agent (as defined in the Certificate of Designation) evidence of such filing and the acceptance thereof by the State of Delaware, which shall be reasonably satisfactory to the Agent, and shall deliver to the Holder an original Series A Preferred Stock certificate dated as of the Closing Date in the name and denomination of shares of Series A Preferred Stock set forth on the signature page hereto within ten Trading Days from the Closing Date. Provided, however, a Holder may within two Trading Days after the Closing Date provide a written notice to the Company that such Holder is electing to convert all or part of the Note(s) held by such Holder pursuant to the terms of such Note. In the event a Holder elects to convert all or a portion of such Holder’s Notes, such Holder shall not be entitled to any shares of Series A Preferred Stock with respect to the portion of the Notes so converted and this Agreement shall be deemed null, void and of no further force or effect with respect to the portion of the Notes so converted.

Exchange. Both Parties agree to promptly exchange all relevant information that relates to the safety of the TLC Products, including, without limitation, any threatened or pending action by any governmental authority and especially all adverse TLC Products reactions, and cooperatively co-work to perform Pharmacovigilance in compliance with regulations.

Exchange Subject to the terms hereof, either party may effect a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) Accordingly, each party agrees that it will cooperate with the other to effect a tax-free exchange in accordance with the provisions of Section 1031 of the Code and the regulations promulgated with respect thereto, provided same shall not delay the Closing, unless agreed to by the other party in its sole discretion The exchanging party shall be solely responsible for any additional fees, costs or expenses incurred in connection with the like-kind exchange contemplated by it pursuant to this Paragraph 25, and neither party shall be required to incur any debt, obligation or expense in accommodating the other hereunder In no event shall either party’s ability or inability to effect a like-kind exchange, as contemplated hereby, in any way delay the Closing or relieve the other from its obligations and liabilities under this Agreement Each party hereby agrees to indemnify and hold harmless the other from any liability, losses or damages incurred by the other in connection with or arising out of the [Section 1031] like-kind exchange of the exchanging party, including but not limited to any tax liability This Paragraph 25 shall survive Closing

Exchange. On the terms and subject to the conditions set forth in this Agreement, at the Closing # Shareholders will sell, convey, transfer and assign to Hainan ​, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description, and ​ will purchase and accept from Shareholders, 74.52% of currently issued and outstanding equity of AUFP, in the aggregate (the “AUFP Equity”), in the individual amounts as set forth on [Schedule A], and # in exchange for the transfer of such securities by the Shareholders, ​ will sell, convey, transfer and assign to Shareholders or the third party Shareholders appoint, and Shareholders will purchase and accept from ​, fourteen million (10,432,800) newly-issued shares of common stock of ​, par value $0.001, in the aggregate (the “​ Shares”), in the individual amounts as set forth on [Schedule A] (such exchange referred to herein as the “Exchange”). Upon completion of the Exchange, 74.52% of AUFP Equity shall be held by ​ through Hainan ​. ​ Shares will be 100% of issued and outstanding shares of common stock of ​, par value $0.001.

In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Holders agree to deliver and surrender to the Company: # certificates representing 200,000 shares of Common Stock, and # and, for cancellation, 2,368,658 Warrants, in exchange for an aggregate total of 1,976,494 shares of Series C Preferred (the “Exchange Shares”), and the Company agrees to issue and deliver the Exchange Shares to the Holders.

Replacement Certificates. The Corporation shall replace any mutilated Series B Preferred Stock certificate at the Holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Corporation of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may reasonably be required by the Corporation.

Replacement Awards. An award shall qualify as a Replacement Award if: # it has a value in the aggregate at least equal to the value of the Replaced Award as determined by the Committee in its sole discretion; # it relates to publicly traded equity securities of the Company or its successor in the Change of Control or of another entity that is affiliated with the Company or of its successor following the Change of Control; and # its other terms and conditions are in the aggregate not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change of Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 16.2 are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

Replacement Notes. Upon the consummation of any assignment to a Purchaser hereunder, the transferor Lender, the Administrative Agent and the Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by promissory notes, make appropriate arrangements so that, upon cancellation and surrender to the Borrowers of the previously issued promissory notes (if any) held by the transferor Lender, new promissory notes issued hereunder or, as appropriate, replacement promissory notes are issued to such transferor Lender, if applicable, and new promissory notes or, as appropriate, replacement promissory notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan Commitments (or, if the applicable Termination Date has occurred, their respective Revolving Credit Obligations) or Term Loans, as applicable, as adjusted pursuant to such assignment.

Replacement Parts. Replacement parts for goods purchased by Buyer hereunder are for the purpose of this Section defined as “Parts” and are included in the definition of “goods” under this Order. For all goods ordered by Buyer’s Measurement and Control Solutions, Industrial Solutions or Wind Energy businesses and if expressly required on the face of this Order by another Affiliate, group, division and/or business unit of Buyer, Seller shall provide Parts: # to Buyer’s Measurement and Control Solutions and Industrial Solutions businesses for a period of […​…]; and # to Buyer’s Wind Energy business for a period of […​…]. Seller shall continue to supply such Parts past the […​…] or […​…] for so long as the Seller continues to produce goods for Buyer. After a good is no longer in production, the prices for Parts shall be […​…] of those amounts. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above referenced periods, Seller shall continue to maintain in good working condition all Seller-owned tooling required to produce the Parts, and shall not dispose of such tooling without first contacting Buyer and offering Buyer the right to purchase such tooling from Seller. Seller’s obligations with regard to Buyer owned tooling are set forth in Section 4, “Buyer’s Property”.

If the ​ is entitled to replace a [[Organization A:Organization]] pursuant to the provisions of [Section 3.06], or if any [[Organization A:Organization]] is a Defaulting [[Organization A:Organization]] or a Non-Consenting [[Organization A:Organization]] or if any other circumstance exists hereunder that gives the ​ the right to replace a [[Organization A:Organization]] as a party hereto, then the ​ may, at its sole expense and effort, upon notice to such [[Organization A:Organization]] and the [[Administrative Agent:Organization]], require such [[Organization A:Organization]] to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.06]), all of its interests, rights (other than its existing rights to payments pursuant to [Sections 3.01, 3.04, 3.05 and 11.04]4]4]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another [[Organization A:Organization]], if a [[Organization A:Organization]] accepts such assignment), provided that:

Exchange of Debt. At the Closing, the holders of the Craft Exchange Debt will surrender to Eastside for cancellation the instruments representing the Craft Exchange Debt, and Craft Lenders will issue to those holders unsecured promissory notes maturing on the first anniversary of the Merger Closing (the “Craft Replacement Notes”). Each holder of Craft Exchange Debt will receive from Craft Lenders a Craft Replacement Note with the following terms identical to the terms of the Craft Exchange Debt surrendered by that holder: principal amount and interest rate. The Craft Exchange Debt will provide for quarterly payments of interest and payment of principal on the maturity date of the Craft Replacement Notes.

This Warrant is, and any Warrants issued in substitution for or replacement of this Warrant will upon issuance be, duly authorized and validly issued.

At the Closing, each Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Closing represented the [[Organization B:Organization]] Shares of Common Stock and Preferred Stock (the “Certificates”) to the exchange agent designated by Cosmos in exchange for the Acquisition Shares.

Exchange Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, and any Free Writing Prospectus or amendment or supplement thereto complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the time the Registration Statement and any amendments thereto become effective and at each Time of Sale, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Exchange Agent Agreement. Other than ​, all parties to the Exchange Agent Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.