Payment/Closing. Payment for the Securities must be made by wire transfer on or before July ​, 2017. The Securities will be delivered upon the approval of the issuance of the Securities by the NYSE MKT.

Payment at Closing. The Borrower shall have paid or made arrangements to pay contemporaneously with closing # to the Administrative Agent, the Arranger and ​ the fees set forth or referenced in [Section 5.3], including the Fee Letter, and any other accrued and unpaid fees or commissions due hereunder, # all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and # to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

Delivery of the Seller’s interest in such applicable Purchased Notes and Purchased Warrants shall be made to the Purchaser concurrently with the execution of this Agreement. The Purchase Price will be satisfied by # the Purchaser’s transfer of the number of shares of common stock of ​ as set forth on [Schedule III] (the “Consideration Shares”) and # a cash payment equal to the cash consideration set forth on [Schedule III] (the “Cash Consideration”) to the Seller by wire transfer identified on [Schedule IV] in immediately available funds, as applicable, in accordance with [Section 2(b)] below.

Initial Closing Payment. The Company shall have delivered to the Purchaser, in immediately available funds, the Initial Closing Payment Amount to such account as the Purchaser shall have confirmed in writing to the Company no later than two (2) Business Days prior to the Initial Closing Date; provided that the Initial Closing Payment Amount may be satisfied by the Purchaser deducting the Initial Closing Payment Amount from the portion of the Aggregate Purchase Price applicable to the Initial Closing Purchase Securities.

Payment of Dividend; Closing. The Company shall pay each Holder in cash or shares of the Company's Common Stock, as set forth next on the signature page for each respective Holder, pursuant to the terms set forth hereinbelow.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, an aggregate stated value of ​ of Preferred Stock, as equity consideration pursuant to [Section 6.2] of the License Agreement and, in light of the differences between the Original Terms and the Series C Terms, in full satisfaction of all of the obligations of the Company and the Purchaser pursuant to [Section 6.2] thereunder. Upon satisfaction of the covenants and conditions set forth in [[Sections 2.2 and 2.3]3]], the Closing shall occur at the offices of the Company Counsel or such other location as the parties shall mutually agree. The shares of Preferred Stock will be issued in a private placement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in [Section 4(a)(2)] thereof and Rule 506 promulgated thereunder. Unless otherwise directed, on the Closing Date, the Company shall issue the Preferred Stock registered in the Purchaser‘s name and address in book entry form.

Closing. Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement (the “Sale Closing”) shall take place on the date hereof (the “Sale Closing Date”). The Closing shall take place at the offices of Katten Muchin Rosenman LLP, 525 West Monroe St., Chicago, Illinois 60661, or at such other place as the Parties may agree in writing. At the Sale Closing, # each Seller shall deliver and convey to the Company all of the Transferred Shares in the amounts set forth on [Exhibit A] hereto, including all of each Seller’s right, title and interest therein and thereto), together with such other documents or instruments of conveyance or transfer as may be necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Transferred Shares, free and clear of all Encumbrances, and # the Company shall pay the Payment Amount (as defined in [Section 3]) in the amounts set forth on [Exhibit A] hereto to each Seller.

Closing. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) will take place at the offices of Morrison & Foerster LLP, 250 W. 55th St., New York, NY 10019 at ​ prevailing Eastern Time or remotely upon the electronic exchange of signatures as soon as practicable after the date on which the conditions set forth in [Article VII] have been satisfied or waived but no later than three (3) days thereafter; or on such other date or place as Purchaser and Sellers may determine (the “Closing Date”).

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, Preferred Shares in the aggregate principal amount of ​. The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its Preferred Shares, and the Company and each Purchaser shall deliver the other items set forth in [Section 2.2] deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in [[Sections 2.2 and 2.3]3]], the Closing shall occur at the offices of Company Counsel in Salt Lake City, UT, such other location as the parties shall mutually agree or by the electronic exchange of documents.

Closing. Closing of the transaction contemplated herein ("Closing") shall be a remote Closing by escrow, on a date (the "Closing Date") selected by Buyer which is not later than fifteen (15) days after the Feasibility Study Termination Date, TIME IS OF THE ESSENCE.