​ shall be paid by Purchaser to ​ as a deposit by wire transfer of immediately available funds to an account designated in writing by ​ concurrently with the execution of this Agreement (the “Deposit”), and said Deposit shall be held by ​ and applied to the Purchase Price upon Closing (as hereinafter defined), except as hereinafter provided. The Deposit shall be promptly refunded to the Purchaser in the event this Agreement is terminated for any reason or not consummated by the Outside Closing Date; provided, however, notwithstanding the foregoing, the Deposit shall not be refunded to Purchaser and shall be forfeited by Purchaser (and thereby retained by ​) if the ​ terminates this Agreement pursuant to [[Sections 9.1(b)(i), (ii) or (iv)])])]])])] hereof.

The Purchase Price will be paid as follows: i) ​ for the First Closing (as defined below) on ​, ii) ​ for the Second Closing (as defined below) on ​; iii) ​ for the Third Closing on ​; and iv) ​ for the Fourth Closing on ​.

​ minus the net of credits and pro-rations provided in this Agreement shall be paid in cash (the "Closing Cash Payment"). The Closing Cash Payment shall be payable by Purchaser to Seller on the Closing Date by wire transfer of immediately available funds to Seller.

​ to the Escrow Agent on the signing of this Agreement as the Downpayment, by wire transfer in accordance with the wire instructions set forth on [Schedule 2] attached hereto. Subject to the provisions of [Section 4.01], the Downpayment shall be held by the Escrow Agent in accordance with [Section 23] hereof.

The Facility Lease shall require payment of an initial fixed annual rent of ​ payable in advance monthly installments of ​.

“Rollover Reserve Amount” means ​.

"Qualified Financing" means an equity financing of at least ​ (excluding the conversion of the Note).

“Maximum Amount” means ​.

On ​, Maker shall pay to the Payee ​;

Base Salary. As compensation for the services contemplated herein, Employee shall receive a base salary of ​ per annum for the first year of this Agreement (“Base Salary”), to be paid in accordance with Company’s then-current payroll practices and policies, which Base Salary shall be increased to ​ per annum effective on the first anniversary of this Agreement, and to ​ per annum effective on the second anniversary of this Agreement. The Company shall deduct and withhold all necessary social security and withholding taxes and any other similar sums required by law from any compensation paid to Employee.