Money Services Business. The Borrower is not, nor is required to be registered as, nor will it at any time during the term of this Agreement be, or be required to be registered as, a “Money Services Business” within the meaning of the FinCEN rules at 31 C.F.R. 1010.100(ff).

Business Services. PureTech shall periodically invoice the Operating Company for the Business Services provided by PureTech to the Operating Company and out-of-pocket expenses reasonably incurred by PureTech in connection with the provision of such Business Services, Such invoices shall be paid to PureTech via check or wire transfer; provided, however, that if PureTech so elects, in its sole and absolute discretion, such invoices may be paid in the form of a convertible promissory note issued by the Operating Company, or conversion of such outstanding indebtedness into equity of the Operating Company, on such terms as may be agreed by the Operating Company and PureTech.

Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee for payment.

Earnest Money. Purchaser shall deposit, within two (2) Business Days following the Effective Date (as defined in [Section 12.16] below), the sum of ​ (“Deposit” or “Earnest Money”) with Chicago Title Insurance Company, 10 South LaSalle Street, Suite 3100, Chicago, Illinois 60603 (the “Title Company”), Division II, phone: ​; attention: Kathy McCoy (“Escrow Agent”). The Title Company shall hold the Deposit in escrow in an interest-bearing account reasonably acceptable to Purchaser, in accordance with the terms and conditions of this Contract. Purchaser agrees to pay and satisfy the balance of the Purchase Price, reduced by the Earnest Money paid to Seller, at the time of Closing by wire transfer of immediately available funds. If this Contract is terminated prior to the Closing, the Earnest Money shall be delivered to Seller or returned to Purchaser by the Title Company, as provided for in this Contract. If Purchaser fails to deposit the Earnest Money as required herein, and such failure continues for a period of one (1) day after written notice from Seller, then Seller may terminate this Contract by written notice to Purchaser at any time prior to the deposit of the Earnest Money. Any interest earned on the Deposit shall inure to the benefit of the Purchaser and same shall be credited to the Purchaser at the Closing.

Services. During the term of this Agreement, Dawson shall provide advice to, and consult with, the Company concerning business and financial planning, corporate organization and structure, and private and public equity and debt financing, as well as potential up-listing, and such other matters as the parties may mutually agree to with respect to the Company’s financial interests. Such advice and consultation is hereinafter referred to as “Financial Services”. The Financial Services shall be provided to the Company in such form, manner and place as the parties mutually agree. Dawson shall not by this Agreement be prevented or barred from rendering services of the same or similar nature, as herein described, or services of any nature whatsoever for, or on behalf of, persons, firms, or corporations other than the Company.

Services. The Executive shall exert the Executive’s best efforts and devote substantially all of the Executive’s time and attention to the affairs of the Companies. The Executive shall perform the duties which are generally assigned to executives in similar positions in corporations of similar size as the Companies. The Executive shall report directly to the Chief Executive Officer.

Services. Tenant shall be responsible for the cost of supplying electricity to the Equipment, including electricity usage, installation, maintenance and repair of any Connections and of any separate meter required by Landlord. Electric usage shall be determined, at Landlord’s option, either # by meter installed by Landlord at Tenant’s sole cost and expense, or # by Landlord’s reasonable estimate based upon the quantity of use by Tenant, the manufacturer’s specifications for electrical usage of the Equipment and any other relevant factors. Tenant shall pay Landlord monthly, within thirty (30) days after being billed therefor, for all electricity used by Tenant or any Tenant Parties in connection with the operation of the Equipment.

Services. The Company wishes to retain your services as a member of the Company’s Scientific Advisory Board (“SAB”) and Clinical Advisory Board (“CAB”), pursuant to which you will be expected to attend any meetings of the SAB and CAB, and fulfill the additional responsibilities of an SAB and CAB member as described on [Exhibit A] and [Exhibit A-1]1], respectively attached hereto. This Agreement (including the exhibits hereto) shall constitute an agreement between you and the Company and contain all the terms and conditions relating to the services you are to provide.

Services. In connection with its engagement pursuant to this Agreement, GSS agrees to perform the following services (the "Services") for the Company:

#Advisory Services. As requested from time to time by the Company, GSS shall provide financial advisory services to the Company pertaining to the Company's business affairs. Without limiting the foregoing, GSS will assist the Company in developing, studying and evaluating its financing plan, developing, studying and evaluating the Company's business plan and capitalization structure, reviewing strategic and financial alternatives, reviewing merger and acquisition proposals and assisting in negotiations and discussions pertaining thereto. Additionally, GSS will assist the Company in preparing an offering document or presentation materials describing the Company, its operations, its historical performance and future prospects.

#GSS agrees to use its best efforts to make itself available to the Company's officers, at such mutually agreed upon place and time during normal business hours for reasonable periods of time for the purpose of advising and assisting the Company in preparing reports, summaries, corporate and/or transaction profiles, due diligence packages and/or other material and documentation as shall be necessary, in the opinion of GSS. Such availability will be subject to reasonable advance notice and mutually convenient scheduling. In addition, GSS shall make its Investment Banking personnel available for telephone conferences with the Company's principal financial sales and/or operating officers during normal business hours upon reasonable advance notice and mutually agreed upon dates and times to assist with, and evaluate proposals.

#GSS will use its best efforts to coordinate the introduction of the Company to one or more individuals, firms or other entities (the "Candidates") that may have an interest in pursuing some form of Business Combination with the Company and in analyzing, structuring, negotiating and effecting such a Business Combination. As used in this letter, the term "Business Combination" means # any merger, consolidation, reorganization or other business combination pursuant to which any portion of the business of the Company is combined with that of another entity, including without limitation any joint venture, licensing agreement, or product sale or marketing distribution agreement or # the acquisition, directly or indirectly, of beneficial ownership of more than 50% of any class of capital stock of the Company or substantially all of the assets of the Company. Nothing contained herein shall be deemed or construed as an agreement by GSS to issue any "fairness opinion" with respect to a Business Combination. In the event that the Company desires GSS to issue a fairness opinion, the Parties shall negotiate the terms of a separate agreement with respect thereto