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. 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).

Purchase and Sale Agreement. This Company Note is one of the Company Notes described in, and is subject to the terms and conditions set forth in, that certain Purchase and Sale Agreement of even date herewith (as the same may be amended, supplemented, amended and restated or otherwise modified in accordance with its terms, the “Purchase and Sale Agreement”), between the Company and the various entities listed on [Schedule I] thereto, including the Originator. Reference is hereby made to the Purchase and Sale Agreement for a statement of certain other rights and obligations of the Company and the Originator.

Purchase and Sale Agreement. The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

Purchase and Sale Agreement. The occurrence of a Purchase and Sale Termination Event under the Purchase and Sale 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 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.

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.

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.