Purchase and Sale. Purchaser shall purchase (the “Purchase”) the Units from Seller and Seller shall sell the Units to Purchaser for the price and upon the other terms set forth herein.

Purchase and Sale. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, such number of Shares set forth opposite his name on Exhibit A, at a price per Share equal to $6.51 (the “Price Per Share” and the total purchase price for the Shares, the “Shares Purchase Price”). All indebtedness owed to the Purchaser by the Company (including the outstanding principal balance and accrued but unpaid interest as of the date of this Agreement on such indebtedness) pursuant to that certain Loan Agreement, dated as of September 20, 2022 and as amended by that certain First Amendment to Loan Agreement dated March 17, 2023 (collectively, the “Loan Agreement”), is to be paid through the cancellation of such indebtedness as set forth under the Share Purchase Price in Exhibit A. It is hereby expressly acknowledged and agreed that no further interest shall accrue pursuant to the Loan Agreement from the date of this Agreement.

Upon the terms and subject to the conditions of this Agreement, Ingenus hereby transfers, sells, conveys, assigns and delivers to Buyer, and Buyer hereby purchases, acquires, accepts and assumes, all of Ingenus's right, title and interest within the Territory in, to and under the Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances, for the consideration set forth herein. Concurrently herewith, each of the Parties is executing and delivering to the other the Bill of Sale.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of Holdings, the Company and the Guarantors agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from Holdings, the Company and the Guarantors, at a purchase price of 99.0% of the principal amount thereof, plus accrued interest, if any, from June 22, 2021 to the Closing Date, the principal amount of Securities set forth opposite such Initial Purchaser’s name in [Schedule I] hereto. Neither the Company nor the Guarantors shall be obligated to deliver any of the Securities to be delivered hereunder except upon payment for all of the Securities to be purchased as provided herein.

Subject to the terms and conditions of this Agreement, at the Closing, Buyer agrees to purchase from Seller, and Seller agrees to sell, assign, transfer, convey and deliver to Buyer, all of Seller’s right, title and interest in and to the Assets for the consideration specified in Article 2.

On the terms and conditions of this Agreement, at the Closing the Vendor shall sell to the Purchaser, and the Purchaser shall purchase from the Vendor, the Purchased Shares.

Purchase and Sale. On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article 5, at the Closing, the Investor shall purchase and acquire from the Company, and the Company shall issue, sell and deliver to the Investor, the maximum number of shares of Common Stock that the Investor may acquire for an aggregate purchase price of $10,000,000, provided, that the total number of shares of Common Stock acquired pursuant to this Section 2.1 shall not exceed 19.9% of all of the then-issued and outstanding shares of Common Stock under any circumstances (the total number of shares acquired pursuant to this Section 2.1, the “Acquired Shares”); provided, further, that the purchase price per Acquired Share shall be equal to the average of the Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five (5) trading days immediately preceding the date hereof. For clarity, if the payment of the Purchase Price at the Closing results in the Investor acquiring more than 19.9% of all of the then-issued and outstanding shares of Common Stock, then the Purchase Price shall be reduced in such manner so as to cause the Investor to purchase 19.9% of all of the then-issued and outstanding shares of Common Stock.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, and in consideration of the payments set forth herein, Sellers shall sell, assign, transfer and convey to Buyer, free and clear of all Liens, and Buyer shall purchase and acquire from Sellers, all of the Company Shares and, in exchange, Buyer shall pay the Purchase Price (in accordance with, and as adjusted pursuant to, Section 1.4).

On the date specified by the relevant Term Loan Secured Parties in the notice contemplated by [Section 7.1(a)] above (which shall not be less than five Business Days, nor more than 20 calendar days, after the receipt by the ABL Agent of the notice of the relevant Term Loan Secured Parties’ election to exercise such option), the ABL Secured Parties shall sell to the relevant Term Loan Secured Parties, and the relevant Term Loan Secured Parties shall purchase from the ABL Secured Parties, the ABL Obligations; provided that the ABL Agent and the ABL Secured Parties shall retain all rights to be indemnified or held harmless by the ABL Loan Parties in accordance with the terms of the ABL Loan Documents for all claims and other amounts relating to periods prior to such sale of the ABL Obligations but shall not retain any rights to the security therefor.

Purchase and Sale. Purchaser shall purchase (the “Purchase”) the Units from Seller and Seller shall sell the Units to Purchaser for the price and upon the other terms set forth herein.