附件B 

执行版本

购买 和销售协议

本采购与销售协议（本“协议”），日期为2024年9月6日，由Whitebox Multi-Strategy Partners有限合伙公司、Whitebox Relative Value Partners有限合伙公司、Pandora Select Partners有限合伙公司和Whitebox Gt Fund有限合伙公司（合称“股东”）和D&D Source of Life Holding Ltd.（“买方”）签署。本协议中未经定义的大写字母首字，在附注中具有指定的含义。

鉴于，Reed's，一家特拉华州公司（以下简称“公司”），已在不同时期向卖方发行了本协议附表中规定的10%担保可转换应付票据和担保应付票据 附件A 到本协议附表规定的日期之前、之后或之后时有时被修订、修改和补充的协议（以下简称“票据 ”);

鉴于，每位卖方均希望卖出并转让给买方，而买方希望从每位卖方购买并承担每位卖方对所拥有的有利权利，标题，利益和义务根据本协议规定的条款和条件；而

鉴于，在本协议生效同时，卖方打算根据以下条款向公司提供一笔新的长期贷款 附件C 本协议附件一（“分离协议书”）中所述所有板块”).

现在，鉴于前述情况及本协议中包含的相互约定，以及为其他良好和有价值的考虑，特此确认并同意其收到和充分性，各方同意如下：

第1条
购买、销售、转让和承担

第1.1节购买、卖出、转让和承担根据本协议规定的条款和条件，在交割日（如下所定义），各卖方分别而不是共同地应向买方卖出、转让和转让，买方应从各卖方购买并承担每位卖方名下当前发行和登记的票据中的所有权利、标题、利益和义务，购买价格由买方支付给该卖方现金支付，有关每张票据的购买价格如下： 附件A 到本协议（所有票据的总购买价格，称为"每股15.50美元"）。每一笔根据本协议进行的购买、卖出、转让、承担，在没有向任何卖方追索的情况下，且除了本协议明确规定的情况外，均不得由任何卖方提供担保或保证。

第1.2节。结束； 结束交付物.

(a)  购买、销售、转让、受让和承担票据的结束根据第1.1节（“结盘”）应在以下最早的日期的上午10:00（纽约时间）通过远程交换文件和签名进行： (i) 2024年10月6日，（ii）在新贷款的最终文件和确定票据条款变更的最终文件草拟完成并可执行日期后的两个工作日，以及（iii）卖方和买方书面同意的较早日期（结束的日期和时间称为“结束日期。”).

(b) 在结束日期：

(i)购买方应当通过电汇支付每位卖方根据出售的每张票据所欠付给该卖方的购买价格的部分，至该卖方书面指定的账户，立即提供的资金扣除购买价格存款(如下定义)中该卖方的按比例份额。

(ii) 买方应支付给持有人代表所需支付的任何手续费，并在结算日期交付给持有人代表在有关债券转让方面要求交付的任何额外文件；

(iii)           购买方 以及每位卖方应向彼此、公司和持有人代表交付已经正式签署的《转让和承担协议》的副本（如购买协议所定义），其实际形式应与购买协议附件中所附表格实质上一致，同时做出任何必要的更改以确保其中所含陈述的准确性，以便在交割时将票据转让。

(iv)           每位卖方应向买方、公司和持有人代表交付公司或持有人代表可能合理要求以判断本协议所规定的债券购买和出售是否符合证券法的认证书、律师意见或其他证据；

每个卖方应向买方、公司和抵押代理交付文件，代表卖方就涉及债券的索赔（如下所述）向公司和抵押代理获得豁免，但不包括（为避免疑问）卖方可能以普通股股东的身份拥有的任何其他索赔（如下所述）或因与新贷款有关而成为放款人而产生的任何索赔，该文件形式应合乎每位卖方和买方的合理要求。

第1.3节闭幕条件.

每位卖方和买方履行本协议所约定的交易的义务，应当受制于在交割日或之前履行或放弃了下列条件：没有政府机构已经制定、发布、颁布、实施或作出任何判决、命令、规则或法规（无论是临时的、初步的还是永久的），并且具有使得本协议约定的交易的完成变为非法或以其他方式阻止或禁止本协议约定的交易的完成的效力。

(b) 购买方履行本协议项下交易的义务，应以下列条件在结束前实现或豁免：

(i)卖方（或其中一个或多个关联公司）和公司应当已经就新贷款执行并交付最终文件，所有这些文件的条款和条件应与本协议中规定的条款一致 附件C 且对卖方（或新贷款一方的关联公司）和买方均合理满意，所有根据该文件下的资金准备条件应当已经符合或被豁免，新贷款的出资应当与交割实质同时发生；卖方承认新贷款的出资将作为偿还ABL债务的资金来源；

(ii) 所有卖方在本协议中包含的所有陈述和保证应在交割日具有全部实质性的真实和正确性（交割的实施应构成对在交割日包含在本协议中的此类陈述和保证的重新确认），并且每个卖方在交割日或之前应遵守的所有契约和协议应在全部实质性方面已经遵守；和

(iii)           每位 卖方应按照第1.2节的规定，交付该卖方需交付的项目。

(c)            各出售方完成本协议所预见交易的义务应受以下条件在结束或结束前的履行或豁免：

(i)             卖方须已收到其认为足够的文件，以证明截至交割时，所有担保票据的留置权已 (A) 完全解除或 (B) 根据其认为足够的合理裁量的次级协议，已次级于担保新贷款的留置权，该协议应有卖方认为足够的条款和条件；

(ii)            卖方 应当已收到(A) 一份惯例解债函，其形式及内容合理且可接受卖方，证明所有抵押保证ABL Debt已全部偿还，并且所有承诺已终止，以及(B) 一份对卖方而言合理的资金流向，显示在交割后立即，ABL Debt已全部偿还、清偿并完全解除，并且所有承诺已终止；

(iii)          所有板块 购买方在本协议书中所作的所有陈述和保证在收购结束时应当实质上属实且正确(并且收购结束应构成对本协议书中在收购结束时所含该等陈述和保证的再确认)，并且收购之前购买方应遵守的所有契约和协议应当实质上已全部遵守；并

(iv) 购买方应按照第1.2条的规定交付购买方应交付的物品（包括但不限于支付给每位出售人所售票据部分的购买价款）。

第1.4节。进一步保证每位卖方和买方应及时执行和交付额外文件，并在本协议日期后，随时根据其他各方合理要求确认或实行本协议意图，包括根据公司、持有人代表或抵押品代理合理要求签署和交付额外文件以及采取额外行动，以允许满足结束条件并按照本协议在每次结束时交付文件。

第1.5节购买 价格存入资金在2024年9月13日或之前，买方应支付给每位卖方其按比例分配的金额（根据本协议下所有由该卖方出售的票据所应支付的购买价格）3,000,000美元（该总额，为购买价格存入资金），该金额应通过立即可用资金的电汇方式支付至书面指定的卖方账户。如果本协议下完成交易，则购买价格存入资金应抵扣买方应支付的购买价格；如果本协议因任何原因终止且未发生完成交易，则该金额将被没收并归卖方所有；前提是如果买方之前已经存入购买价格存入资金，并且买方根据(a)第4.1(a)节或(b)第4.1(d)节终止本协议，除非在终止时，卖方有权根据第4.1(c)节终止本协议，卖方应立即（不迟于两个业务日内）全额通过立即可用资金的电汇方式返还购买价格存入资金至书面指定的买方账户。买方同意并承认，买方的支付及卖方对购买价格存入资金的保留并不构成罚款，应被视为一项合理金额的约定赔偿金，以补偿卖方因本协议所构想的交易而产生的所有直接成本或责任（该金额否则将无法准确计算）。

ARTICLE II
REPRESENTATIONS, WARRANTIES and covenants

SECTION 2.1         Representations and Warranties of Sellers. Each Seller, severally and not jointly, represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows:

(a)             Such Seller is an entity duly formed, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its formation. Such Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Other than as contemplated by the terms of the Notes, all consents, approvals, authorizations, and orders necessary for the execution and delivery by such Seller of this Agreement, and for the sale and delivery of the Notes being sold by such Seller, have been obtained. This Agreement constitutes a valid and biding obligation of such Seller, enforceable against such Seller in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”).

(b)            The execution and delivery by such Seller of this Agreement, and the consummation by such Seller of the transactions contemplated hereby, will not (i) violate or conflict with such Seller’s organizational documents or any law or governmental order applicable to such Seller or by which any of its properties or assets may be bound, (ii) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority, or (iii) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation, payment, or acceleration or any right under) or result in the creation of any lien upon any of the properties or assets of such Seller under, any contract, permit, or other obligation to which such Seller is a party, or by which such Seller or any of its properties or assets are bound, other than in the case of clauses (ii) and (iii) as would not be expected to materially impair such Seller’s ability to perform its obligations under this Agreement.

(c)            Such Seller has good and valid title to, and record and beneficial ownership of, the Notes being sold by such Seller. Such Seller owns such Notes free and clear of any and all liens, security interests, pledges, claims, options, rights of first refusal or other encumbrances of any kind and nature whatsoever, other than restrictions on transfer imposed by applicable securities laws or as will be released prior to any transfer to Purchaser.

(d)            Except for the representations and warranties in this Agreement, Sellers acknowledge and agree that Purchaser does not make, nor any person on behalf of Purchaser makes any other express or implied representation or warranty with respect to any information provided or made available to Sellers in connection with this Agreement, and Purchaser (and any person acting on behalf of Purchaser) shall not have any liability to Sellers resulting from Sellers’ reliance on any such information. Each Seller specifically disclaims that it is relying on or has relied on any representations or warranties, other than those representations and warranties contained in this Agreement, that may have been made by any person, and acknowledges and agrees Purchaser has specifically disclaimed and does hereby specifically disclaim any such other representations and warranties.

SECTION 2.2         Representations and Warranties of Purchaser. Purchaser represents and warrants to each Seller as of the date hereof and as of the Closing Date as follows:

(a)            Purchaser is an entity duly formed, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its formation. Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Other than as contemplated by the terms of the Notes, all consents, approvals, authorizations, and orders necessary for the execution and delivery by Purchaser of this Agreement, and for the purchase and assumption of the Notes by Purchaser, have been obtained. This Agreement constitutes a valid and biding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the Enforceability Exceptions.

(b)           The execution and delivery by Purchaser of this Agreement, and the consummation by Purchaser of the transactions contemplated hereby, will not (i) violate or conflict with Purchaser’s organizational documents or any law or governmental order applicable to Purchaser or by which any of its properties or assets may be bound, (ii) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority, or (iii) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation, payment, or acceleration or any right under) or result in the creation of any lien upon any of the properties or assets of Purchaser under, any contract, permit, or other obligation to which Purchaser is a party, or by which Purchaser or any of its properties or assets are bound, other than in the case of clauses (ii) and (iii) as would not be expected to materially impair Purchaser’s ability to perform its obligations under this Agreement.

(c)            Purchaser has substantial experience in evaluating and investing in securities similar to the Notes so that Purchaser is capable of evaluating the merits and risks of an investment in the Notes and has the capacity to protect its interests. Purchaser is acquiring the Notes for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof in violations of the Securities Act. Purchaser understands that neither the purchase and sale of the Notes pursuant to this Agreement, nor any shares of Common Stock issuable upon conversion of the Notes, have been registered under the Securities Act or the securities Laws of any state or other jurisdiction, and that the Notes may be sold or transferred only if registered pursuant to the Securities Act and any other applicable securities Laws or if an exemption from registration is available, and that the Company is not required to register the Notes under the Securities Act or any other applicable securities Laws.

(d)            Purchaser is either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(e)            Purchaser is not purchasing the Notes as a result of any advertisement, article, notice or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f)             Purchaser has had the opportunity to review all documentation relating to the Notes and the Note Documents (including without limitation all exhibits and schedules thereto and all amendments and waivers relating to the Notes listed on Exhibit B to this Agreement) and has had access to such information regarding the Notes, the Note Documents and the Company as it deems necessary and appropriate for purposes of making its decision to enter into this Agreement and complete the transactions contemplated hereby.

(g)            Purchaser is aware that Sellers are subject to a confidentiality agreement with the Company, dated as of May 17, 2024, pursuant to which Sellers have received (and are in possession of) certain information from the Company, which may include material non-public information (the “Confidential Information”). By virtue of its designees appointed to and serving on the Company’s board of directors, Purchaser has access to the Confidential Information. Purchaser does not possess or have access to any material non-public information regarding the Company or the Notes other than the Confidential Information. Notwithstanding such parity of information, Purchaser acknowledges that Sellers have not affirmatively disclosed such Confidential Information to Purchaser, and Purchaser acknowledges and agrees that Sellers are not obligated to disclose any Confidential Information and will not have any liability with respect to such non-disclosure.

(h)            Neither Purchaser, any of its affiliates, nor any of their respective directors, officers, employees, stockholders, members, partners, investors, or agents are, or have ever been: (i) persons with names listed on any list of denied or restricted parties under the U.S. Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, the U.S. State Department’s Debarred Parties List or list of parties subject to nonproliferation sanctions, the U.S. Commerce Department’s Entity List, Denied Parties List, or Unverified List, the EU Consolidated Financial Sanctions List, the UK Sanctions List, or the United Nations Security Council Consolidated List; (ii) persons owned or controlled by the government of a Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, and the Covered Regions of Ukraine (as defined by Executive Order 14065) (“Sanctioned Jurisdictions”); (iii) a person located, organized or ordinarily resident in a Sanctioned Jurisdiction; or (iv) a person 50% or more, directly or indirectly, owned, or otherwise controlled, by one or more persons referenced in clause (i), (ii) or (iii) (collectively, “Sanctioned Persons”). No funds that Purchaser will use to pay the Purchase Price (including, without limitation, the Purchase Price Deposit) or any other payments under this Agreement are, to the best knowledge of Purchaser, derived from, for the benefit of, or on behalf of any Sanctioned Person, whether directly or indirectly, in whole or in part, or derived from any transaction with or action involving a Sanctioned Person such that the payments of the Purchase Price (including, without limitation, the Purchase Price Deposit) or any other payment under this Agreement may cause any party to this Agreement to violate applicable law.

(i)             The operations of Purchaser have been conducted in material compliance with the rules and regulations administered or conducted by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), the rules and regulations of the Foreign Corrupt Practices Act (“FCPA”) and the Anti-Money Laundering (“AML”) rules in the Bank Secrecy Act applicable to the Investor. The Investor has performed due diligence necessary to reasonably determine that its beneficial owners are not Sanctioned Persons and have not been found to be in violation or under suspicion of violating OFAC, FCPA or AML rules and regulations.

(j)             Except for the representations and warranties in this Agreement, Purchaser acknowledges and agrees that no Seller nor any person on behalf of any Seller makes any other express or implied representation or warranty with respect to the Company or the Notes or with respect to any other information provided or made available to Purchaser in connection with this Agreement, and Sellers (and any person acting on behalf of any Seller) shall not have any liability to Purchaser resulting from Purchaser’s reliance on any such information. Purchaser specifically disclaims that it is relying on or has relied on any representations or warranties, other than those representations and warranties contained in this Agreement, that may have been made by any person, and acknowledges and agrees that Sellers have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

SECTION 2.3         Revisions to the Notes; Certain Waivers.

(a)            Prior to the Closing, Sellers shall use reasonable best efforts to work with Purchaser to seek the approval of the Company and the Collateral Agent to make certain changes in the terms of the Notes effective upon (but not prior to) the consummation of the Closing, including:

(i)             waive or otherwise remove or render inapplicable to Purchaser and its Affiliates the beneficial ownership limitations set forth in Section 5(b) of Note No.1, Note No.2, Note No.3 and Note No.4 (collectively, the “Convertible Notes”); and

(ii)            allow Note No.17, Note No.18, Note No.19 and Note No.20 to be convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at the same rate and on the same terms and conditions as those set forth in the Convertible Notes (as altered, to the extent applicable, by Section 2.3(a)).

To avoid doubt, the failure of the Company or the Collateral Agent to consent to or to otherwise make or allow any revisions to the terms of the Notes, including, without limitation, those contemplated by this Section 2.3, shall not result in the failure of any condition set forth in Section 1.3, and Purchaser shall be obligated to purchase the Notes at the Closing notwithstanding such failures.

(b)            Prior to the Closing, Sellers shall take such actions, and shall request the Company and the Collateral Agent to take such actions, as may be reasonably necessary to waive any Default, Event of Default or Fundamental Change under the Notes occurring after the date of this Agreement as a result of (i) any purchase by Purchaser of additional shares of Common Stock or (ii) any conversion of the Simple Agreement for Future Equity, dated as of February 8, 2024, between the Company and Purchaser into Equity Securities (as defined therein); provided that any such waivers need only be effective from the date of this Agreement through the earlier of the Closing and the termination of this Agreement pursuant to Section 4.1.

(c)            Purchaser consents to any waivers or other revisions made to the terms of the Notes pursuant to this Section 2.3(c).

(d)            Sellers shall not waive any Defaults, Events of Default or Fundamental Changes with respect to the Notes or seek or agree to any changes to the Notes without Purchaser’s consent from the date of this Agreement through the earlier of the Closing and the termination of this Agreement pursuant to Section 4.1.

SECTION 2.4         New Loan. Prior to the Closing, Sellers shall, and shall cause their respective Affiliates to, negotiate in good faith with the Company definitive documentation providing for the New Loan, with such definitive documentation to be on such terms as are consistent with the terms set forth on Exhibit C to this Agreement and otherwise on terms and conditions as are reasonably satisfactory to Sellers and Purchaser.

ARTICLE III
WAIVER

SECTION 3.1         Purchaser’s Waiver. Except for the failure to comply with the covenants set forth in this Agreement or for any inaccuracy in the representations and warranties set forth in this Agreement, Purchaser, on behalf of itself and its officers, directors, stockholders, partners, members, employees, agents, affiliates, representatives, successors and assigns, hereby:

(a)            fully and irrevocably waives any and all claims, rights, causes of action, suits, obligations, debts, demands, arrangements, promises, liabilities, controversies, costs, expenses, fees or damages of any kind (including without limitation through recission or other relief), whether known or unknown, accrued or not accrued, foreseen or unforeseen or matured or not matured (collectively, “Claims”) any such persons would or could have, or may hereafter have, against any Seller, each of their current and future affiliates (including, without limitation, all persons who control any Seller within the meaning of the Securities Act), and any of their respective officers, directors, stockholders, partners, members, managers, employees, agents, advisors, representatives, successors and assigns (Sellers and all the foregoing persons, collectively, the “Sellers’ Released Persons”) arising out of, based upon or relating to (including, without limitation, any liability under U.S., federal or state securities laws, common law fraud or deceit, breach of fiduciary duty, negligence or otherwise) the possession or non-disclosure by Sellers to Purchaser of any information (including, without limitation, Confidential Information) in the possession of Sellers regarding the Company or the Notes;

(b)            fully and forever releases, discharges and dismisses any and all Claims any such persons ever had, now has, can have, or shall or may hereafter have, whether directly, derivatively, representatively or in any other capacity, against any Seller or any of the other Sellers’ Released Persons that are based upon, arise from or in any way relate to, directly or indirectly (including, without limitation, any and all claims alleging violations of U.S., federal or state securities laws, common law fraud or deceit, breach of fiduciary duty, negligence or otherwise), the possession or non-disclosure by Sellers to Purchaser of any information (including, without limitation, Confidential Information) in the possession of Sellers regarding the Company or the Notes; and

(c)            agrees not to assist, solicit or encourage, directly or indirectly, any other person to assert any Claim waived, released, discharged or dismissed pursuant to this Section 3.1.

Purchaser confirms that it understands the significance of the foregoing waiver and that Sellers are relying on the foregoing waiver when deciding to enter into this Agreement and would not enter into this Agreement without such waiver.

SECTION 3.2         Sellers’ Waiver. Except for the failure to comply with the covenants set forth in this Agreement or for any inaccuracy in the representations and warranties set forth in this Agreement, Sellers, on behalf of themselves and their officers, directors, stockholders, partners, members, employees, agents, affiliates, representatives, successors and assigns, hereby:

(a)            fully and irrevocably waive any and all Claims any such persons would or could have, or may hereafter have, against Purchaser and each of its current and future affiliates (including, without limitation, all persons who control Purchaser within the meaning of the Securities Act), and any of its respective officers, directors, stockholders, partners, members, managers, employees, agents, advisors, representatives, successors and assigns (Purchaser and all the foregoing persons, collectively, the “Purchaser Released Persons”) arising out of, based upon or relating to (including, without limitation, any liability under U.S., federal or state securities laws, common law fraud or deceit, breach of fiduciary duty, negligence or otherwise) the possession or non-disclosure by Purchaser to Sellers of any information (including, without limitation, Confidential Information) in the possession of Purchaser regarding the Company or the Notes;

(b)            fully and forever release, discharge and dismiss any and all Claims any such persons ever had, now has, can have, or shall or may hereafter have, whether directly, derivatively, representatively or in any other capacity, against Purchaser or any of the other Purchaser Released Persons that are based upon, arise from or in any way relate to, directly or indirectly (including, without limitation, any and all claims alleging violations of U.S., federal or state securities laws, common law fraud or deceit, breach of fiduciary duty, negligence or otherwise), the possession or non-disclosure by Purchaser to Sellers of any information (including, without limitation, Confidential Information) in the possession of Purchaser regarding the Company or the Notes; and

(c)            agree not to assist, solicit or encourage, directly or indirectly, any other person to assert any Claim waived, released, discharged or dismissed pursuant to this Section 3.2.

Each Seller confirms that it understands the significance of the foregoing waiver and that Purchaser is relying on the foregoing waiver when deciding to enter into this Agreement and would not enter into this Agreement without such waiver. Notwithstanding anything in this Section 3.2 to the contrary, Sellers (on behalf of themselves and their officers, directors, stockholders, partners, members, employees, agents, affiliates, representatives, successors and assigns) do not waive, release, discharge, dismiss or agree not to assist, solicit or encourage any other person to assert any Claim arising out of or relating in any way to Sellers’ ownership of shares of Common Stock (or any Claims incidental thereto) or to the New Loan or any documentation executed or other transactions or actions undertaken in connection therewith.

ARTICLE IV
Miscellaneous

SECTION 4.1         Termination. This Agreement may be terminated by (a) Purchaser by written notice to Sellers delivered at any time on or prior to September 13, 2024, (b) Sellers by written notice to Purchaser if Purchaser fails to pay any portion of the Purchase Price Deposit on or prior to September 13, 2024, (c) Sellers at any time prior to the Closing by written notice to Purchaser if a breach of any representation, warranty, agreement or covenant of Purchaser set forth in this Agreement has occurred, which breach would give rise to the failure of a condition set forth in Section 1.3 and as a result of such breach, such condition would not be capable of being satisfied prior to the Outside Date (as defined below), (d) Purchaser at any time prior to the Closing by written notice to Sellers if a breach of any representation, warranty, agreement or covenant of Sellers set forth in this Agreement has occurred, which breach would give rise to the failure of a condition set forth in Section 1.3 and as a result of such breach, such condition would not be capable of being satisfied prior to the Outside Date, (e) Purchaser or Sellers, by written notice to the other, if the Closing has not been consummated on or before October 6, 2024 (the “Outside Date”), or (e) Purchaser or Sellers, by written notice to the other, if any governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation that permanently enjoins or otherwise makes illegal or prohibits the purchase and sale of the Notes as contemplated by this Agreement; provided, however, that, in each case, no such termination will affect the right of any party to sue for any breach by any other party (or parties).

SECTION 4.2         Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the matters herein addressed, and supersedes and cancels all prior or contemporaneous agreements or understandings, whether oral or written.

SECTION 4.3         Amendments and Waivers. This Agreement may not be modified or amended except by a writing duly executed and delivered by the parties. No waiver of any provision of this Agreement shall be effective against a party unless in a writing duly executed and delivered by such party. No waiver of any particular provision of this Agreement shall constitute a waiver of any other provision hereof. No waiver of any provision of this Agreement in respect of a particular event or circumstance shall constitute a waiver of the same provision in respect of any other event or circumstance.

SECTION 4.4         Assignment. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned, in whole or in part, by any of the parties hereto without the prior written consent of the other parties hereto. Any purported assignment not permitted under this paragraph shall be null and void.

SECTION 4.5         Third-Party Beneficiaries. Except as set forth in Section 3.1 and Section 3.2 where Sellers’ Release Persons and Purchaser Released Persons are third party beneficiaries for such waivers and releases, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to any person other than the parties to this Agreement and such successors and permitted assigns.

SECTION 4.6         Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term or provision.

SECTION 4.7         Survival. The representations, warranties and covenants set forth in this Agreement shall survive the Closing and the transfer of the Notes. Section 1.5 and this Article IV shall survive the termination of this Agreement pursuant to Section 4.1

SECTION 4.8         Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York (without regard to principles of conflicts of law). Each party to this Agreement hereby expressly waives any right to trial by jury in any action or proceeding arising out of or in connection with this Agreement or any other agreement executed or delivered in connection herewith. All judicial proceedings brought against any party hereto with respect to this Agreement shall be brought exclusively in any state or federal court of competent jurisdiction in the State of New York, County of New York, and by execution and delivery of this Agreement, each party hereto accepts, for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Each party hereto irrevocably waives any objection, including without limitation any objection of the laying of venue or based on the grounds of forum non conveniens, that it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Each party hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

SECTION 4.9         Interpretation. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

SECTION 4.10       Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

SECTION 4.11       Notices. All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively given and delivered at the earliest of: (a) the time of transmission, if such notice or communication is delivered via email at or prior to 5:30 p.m. (New York City time) on a Business Day, (b) the next Business Day after the time of transmission, if such notice or communication is delivered via email on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. In each case notice shall be sent to:

If to Purchaser, addressed to:

[Redacted]

If to Sellers, addressed to:

[Redacted]

or, in each case, to such other place and with such other copies as each party may designate as to itself by written notice to the others.

IN WITNESS WHEREOF, this Purchase and Sale Agreement has been duly executed and delivered by each of the parties hereto as of the date first above written.

[Signature Page to Purchase and Sale Agreement]

Exhibit A to

Purchase and Sale Agreement

List of Notes

The following is a list of the 10% Secured Convertible Notes and Secured Promissory Notes outstanding and, as of the date of this Agreement, the corresponding Principal Amounts of each such Note, not including any accrued but unpaid interest that may ultimately be paid in-kind.

¹ Principal Amount on the face of this note reflected as $318,099.06 to be corrected as part of the transactions contemplated by this Agreement.

Exhibit B to

Purchase and Sale Agreement

Exhibit C to 

Purchase and Sale Agreement

SUMMARY OF INDICATIVE TERMS AND CONDITIONS²

² Defined terms have the meaning set forth in the Notes (as defined in the agreement to which this Summary of Indicative Terms and Conditions is attached).