Common use of Additional Closing Clause in Contracts

Additional Closing. (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

Additional Closing. At such time and place as the Noteholder Representative may elect (which time and place are designated as the “Additional Closing”; provided that the Additional Closing shall be held no more than forty-five (45) days following the date of the Initial Closing), in each case in the sole and absolute discretion of the Noteholder Representative, the Company shall sell, on the same terms and conditions as those contained in this Agreement, up to an additional principal amount of Notes equal to (i) Upon the terms U.S. Thirty-Five Million and subject to the conditions set forth herein, five No/100 Dollars (5U.S. $35,000,000.00) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and minus (ii) Warrant Shares issuable upon exercise the aggregate principal amount of all Notes sold at the Warrants issuable pursuant to this Agreement Initial Closing (collectively, the “Registrable SecuritiesAdditional Notes”) together with Warrants representing the same coverage provided for at the Initial Closing, to one or more purchasers approved by the Noteholder Representative (the “Additional Purchasers”) that are “accredited investors” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), upon satisfaction of the applicable deliveries ; provided that each Additional Purchaser shall become a party to this Agreement by executing and closing conditions set forth in Section 2.2, delivering to the Company agrees a counterpart signature page to sellthis Agreement. Any Additional Purchaser so acquiring Additional Notes shall be considered a “Purchaser” for purposes of this Agreement, and the any Additional Notes so acquired by such Additional Purchaser agrees shall be considered “Notes” for purposes of this Agreement and all other agreements contemplated hereby. The Schedule of Purchasers shall be updated to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at reflect the Additional ClosingNotes purchased at each such Additional Closing and the Additional Purchasers. The Purchaser term “Closing” shall deliver be defined to include the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, Initial Closing and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Purchaser, or such other location as the parties shall mutually agreeunless otherwise specified.

Additional Closing. (i) Upon the terms and subject to the conditions set forth herein, five ten (510) calendar business days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five two hundred (500200) shares of Preferred Stock at price of $1,000 per share of Preferred StockStock (the “Second Tranche”). Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to 75% the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. Absent an Event of Default, and subject to terms in this Purchase Agreement, Purchaser shall commit to purchase up to two (2) additional tranches of one hundred thousand dollars ($100,000) of Preferred Stock (“Additional Tranches”) every thirty (30) calendar days, following the Second Tranche, along with warrant coverage of 75% for each tranche. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and (b) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional ClosingClosings. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing Closings shall occur at the offices of ▇P▇▇▇▇ ▇C▇▇▇▇▇▇ LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

Additional Closing. (i) Upon Concurrently or after the Initial Closing, the Company may sell, at a per share price of US$8.9328 and on the same terms and conditions as those contained in this Agreement, up to 2,238,942 additional Series C-1 Preferred Shares (subject to appropriate adjustment in the conditions set forth hereinevent of any stock dividend, five (5stock split, combination or similar recapitalization affecting such shares) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Additional Purchased Securities”), upon satisfaction in one or more closings, to one or more purchasers approved by the Board of Directors, provided that (i) such subsequent sale is consummated prior to forty-five (45) days following the Initial Closing, (ii) each such purchaser shall become a party to this Agreement, the Restated Shareholders’ Agreement (as defined below) and the Restated Right of First Refusal & Co-Sale Agreement by executing and delivering a joinder agreement to each of such Agreements, (iii) the Company will consult with Sequoia regarding its selection of additional Investors for such additional closings, and Sequoia shall have the right to consent to any Investor (together with its Affiliates) investing more than US$10,000,000 in acquisition of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sellSeries C-1 Preferred Shares, and the Purchaser agrees to purchase, such consent shall not be unreasonably withheld; provided that no consent is required in connection with any investment by an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance existing investor of the Preferred Stock, the Company Company. Schedule I to this Agreement shall issue be updated to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to reflect the number of shares of Conversion Shares issuable upon conversion of Additional Purchased Securities purchased at each such Closing and the Preferred Stock issued at the parties purchasing such Additional ClosingPurchased Securities. The Purchaser shall deliver closing of purchase and sale of Series C-1 Preferred Shares pursuant to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, this Section 2.3 and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Initial Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel be collectively referred to the Purchaser, or such other location as the parties shall mutually agree“Closings” and each a “Closing”.

Additional Closing. On a Trading Day that (iA) Upon is on or before the Additional Closing Deadline, (B) follows the date on which the conditions set forth in Section 2.3(c) shall have been satisfied or duly waived and (C) is proposed by the Company and reasonably acceptable to each Initial Purchaser (the “Additional Closing Date”), upon the terms and subject to the conditions set forth herein, five the Company may request to sell additional Notes (5the “Additional Notes”) calendar days following having an aggregate principal amount not to exceed $12,222,222.00 and for a Purchase Price that reflects at least the filing with same original issue discount shown on Schedule I for the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant Initial Notes, by delivering to the conversion of Collateral Agent a notice specifying the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectivelyaggregate Initial Principal Amount requested, the “Registrable Securities”)Purchase Price and the proposed Additional Closing Date, upon satisfaction of as well as certifying that the applicable deliveries and closing conditions set forth in Section 2.22.3(c) (other than the deliveries described in Section 2.2(c)) are satisfied (or duly waived) as of the date of such notice (the “Additional Closing Notice”). The Collateral Agent shall forward such notice to each Purchaser and, upon receipt, each such Purchaser may, in its sole discretion, decide to purchase its Pro Rata Portion of the Additional Notes by notifying the Collateral Agent within five (5) Business Days of receipt of such Additional Closing Notice and indicating in its notice whether such Purchaser is interested in purchasing Additional Notes in excess of its allocated Pro Rata Portion if available and, if so, its maximum additional Purchase Price. Should some Purchasers decline to purchase their Pro Rata Portion of the Additional Notes, the Company Collateral Agent may, in its sole discretion, reallocate such Pro Rata Portion to Purchasers having indicated such an interest in purchasing Additional Notes in excess of their allocation. Should there not be enough such Purchasers to purchase such Pro Rata Portion, the Collateral Agent may, in its sole discretion, offer such Pro Rata Portion to third parties. Each such third party that agrees to sell, purchase Additional Notes shall execute and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Collateral Agent a Joinder Agreement and, whether or not such Joinder Agreement shall be acknowledged by the Company, via wire transfer immediately available funds equal to shall thereafter for all purposes be a party hereto and have the Purchaser’s Subscription Amount same rights, benefits and obligations as set forth a Purchaser party hereto on the signature page hereto executed by Additional Closing Date. Notwithstanding the Purchaser, and foregoing so long as the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 clauses (A), (B) and 2.3(C) of the first sentence of this Section 2.1(a)(ii) are then satisfied, the Additional Closing Purchasers may require that the Company sell to them Notes having an aggregate principal amount of $4,444,444.00 and the Company may require that the Purchasers purchase Notes as follows: (1) if (x) a Registration Statement shall occur have been filed with the SEC in accordance with the Registration Rights Agreement including for registration therein all of the Registrable Securities (as defined in the Registration Rights Agreement) issuable in respect of the Initial Notes, and (y) 15,000,000 shares of the Common Stock in the aggregate shall have traded on the Principal Trading Market since the Business Combination, the Company may require that the Purchasers purchase Notes having an aggregate principal amount of $2,222,222.00 in respect of which the aggregate subscription amount shall be $2,000,000 (the “Second Notes Purchase”); and (2) if (x) the Registration Statement filed with the SEC in accordance with the Registration Rights Agreement including for registration therein all of the Registrable Securities (as defined in the Registration Rights Agreement) issuable in respect of the Initial Notes shall have been declared effective, (y) $35,000,000 of dollar volume in the aggregate of shares of Common Stock shall have traded on the Principal Trading Market since the Second Notes Purchase and (z) the Common Stock shall have traded on the Principal Trading Market at a trading price of no less than $4.00 for the offices five (5) Trading Days preceding such purchase, the Company may require that the Purchasers purchase Notes having an aggregate principal amount of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to $5,555,555.00 in respect of which the Purchaser, or such other location as the parties aggregate subscription amount shall mutually agreebe $5,000,000.00.

Additional Closing. (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five seven hundred and fifty (500750) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

Additional Closing. (i) Upon At any time prior to September 30, 2014, upon the terms and subject to the conditions set forth herein, five by written notice from the Company to the Purchasers calling for an additional Closing (5) calendar days following which shall be in the filing Company’s sole discretion), each Purchaser shall have the option, but not the obligation, to purchase an additional Note (each, an “Additional Note”), with the Commission aggregate principal amount of a Registration Statement registering all such additional Notes to be no greater than $1 million less the resale aggregate principal amount of all Initial Notes. The Company shall allocate any the principal amount of any Additional Notes to the Purchasers on the basis of the maximum principal amount for which each such Purchaser elects to subscribe; provided, that if the Company receives elections to subscribe for Additional Notes having an aggregate number of (i) shares of Common Stock issuable pursuant to the conversion principal amount in excess of the Preferred Stock principal amount of Additional Notes the Company is permitted to issue and (ii) Warrant Shares issuable upon exercise of the Warrants issuable sell pursuant to this Agreement (collectivelySection 2.3, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, then the Company shall issue ratably reduce the principal amount of the Additional Note to be issued and sold to each Purchaser a Warrant based on the principal amount of the Additional Note for which each such Purchaser has elected to purchase up to a number of Warrant Shares equal subscribe relative to the number aggregate amount of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closingall such subscriptions. The Each Purchaser shall deliver to an account designated by the CompanyCompany in writing, via wire transfer transfer, immediately available funds equal to the such Purchaser’s Subscription Amount as set forth on for its Additional Note, which shall be equal to the signature page hereto executed principal amount of the Additional Note to be purchased by the such Purchaser, and the Company shall deliver to the each Purchaser such number of shares of the Preferred Stock purchased and the Warrantits respective Additional Note, as determined pursuant to Section 2.2(a) 2.3(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 2.3 deliverable at the Additional such Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 2.3 and 2.32.4, the Additional Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Purchaser, Company Counsel or such other location as the parties shall mutually agree.

Additional Closing. After the Closing Date and on or prior to March 31, 2001 the Company may hold one or more additional closings (each an "Additional Closing," and collectively the "Additional Closings") at which the Company may issue and sell (i) Upon the terms and subject up to the conditions set forth herein, five (5) calendar days following number of shares of Stock equal to the filing with difference between 150,000 and the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to previously sold on the conversion Closing Date and, as applicable, on the date of the Preferred Stock any prior Additional Closing and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the difference between 2,080,000 Warrant Shares and the aggregate number of shares Warrant Shares underlying Warrants previously sold on the Closing Date and, as applicable, on the date of Conversion Shares issuable upon conversion of the Preferred Stock issued at the any prior Additional Closing. The Purchaser sale of the Stock and Warrants pursuant to this Section 1.2(c) shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth be on the same terms and conditions (including price) as the sale of the Stock and Warrants pursuant to Section 1.1. hereof and shall be effected by the execution by any investor of a counterpart signature page hereto executed by to this Agreement. Any investor purchasing Stock and Warrants pursuant to this Section 1.2(c) shall make such purchases in the same relative proportions as Stock and Warrants purchased pursuant to Section 1.1 hereof. Upon the execution of a counterpart signature page to this Agreement: (i) each such investor shall be deemed to be a Purchaser for all purposes of this Agreement and Schedule 1 shall be amended to include such Purchaser; and (ii) each such Additional Closing shall be deemed to be a Closing hereunder and the date of each such Additional Closing shall be a "Closing Date" hereunder. If necessary, and the Company shall deliver provide an updated Disclosure Statement to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth Purchasers purchasing in Section 2.2 deliverable at the any Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

Additional Closing. (ia) Upon the terms and subject Subject to the conditions set forth hereinin Section 2.4(b), five (5) calendar days following the filing Company may require Purchaser to purchase up to $4,000,000 of Additional Debentures and Additional Shares on the Additional Closing Date. The Company shall indicate its intent to sell the Additional Debentures and the Additional Shares by delivery to the Purchaser of a written notice which may be delivered at any time prior to the expiration of the 15th month anniversary of the Execution Date and indicating thereon the principal amount of Additional Debentures up to $4,000,000 that it intends to sell at the Additional Closing, provided, that the Company may only deliver such written notice if, on the date of such delivery, it is in compliance in all material respects with the Commission of a Registration Statement registering the resale terms and conditions of the maximum aggregate number Transaction Documents, no Event of (i) shares Default shall exist under the Initial Debentures, and at least $4,000,000 of Common Stock issuable pursuant principal amount of Initial Debentures shall have been converted into Underlying Shares in accordance with the terms thereof. The Company may only exercise the right to elect to require the purchase of Additional Debentures and Additional Shares on a single occasion, and there may not be more than a single Additional Closing. If the Company shall have timely delivered such notice, then subject to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.22.4(b), on the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred StockAdditional Closing Date, the Company shall issue to the Purchaser a Warrant to the Additional Debentures and the Additional Shares for an aggregate purchase up to a number of Warrant Shares price equal to the number principal amount of shares Additional Debentures specified in the Company's notice under this Section (up to $4,000,000), less a loan commitment fee equal to (x) the product of Conversion Shares issuable upon conversion $228,259 and the percentage of the Preferred Stock $4,000,000 of Debentures to be issued at the Additional Closing, less (y) $57,065 of the loan commitment fee paid in accordance with Section 2.3 (such net amount, the "Additional Purchase Price"). At the Additional Closing, the Company will deliver to the Purchaser: (1) the Additional Debentures, registered in the name of the Purchaser, in the aggregate principal amount of up to $4,000,000 (as indicated in the Company's notice to elect the sale and issuance of the Additional Debentures), (2) a stock certificate (which shall contain no restrictive legends) registered in the name of the Purchaser, evidencing a number of Additional Shares equal to (x) the product of 80,091 and the percentage of $4,000,000 of Additional Debentures to be issued at the Additional Closing, less (y) 20,022 of the Initial Shares issued at the Closing pursuant to Section 2.3(a), and (3) a bring-down of the legal opinion of Company Counsel delivered on the Execution Date, addressed to the Purchaser. The Purchaser shall will, against delivery of its Additional Debentures and Additional Shares, deliver to the Company, via wire transfer the Additional Purchase Price, in United States dollars in immediately available funds equal by wire transfer to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed an account designated in writing by the Purchaser, and the Company shall deliver to the Purchaser for such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Purchaser, or such other location as the parties shall mutually agreepurpose.

Additional Closing. (i) Upon the terms and subject to the conditions set forth herein, five ten (510) calendar business days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five two hundred (500200) shares of Preferred Stock at price of $1,000 per share of Preferred StockStock (the “Second Tranche”). Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to 75% the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. Absent an Event of Default, and subject to terms in this Purchase Agreement, Purchaser shall commit to purchase up to two (2) additional tranches of one hundred thousand dollars ($100,000) of Preferred Stock (“Additional Tranches”) every thirty (30) calendar days, following the Second Tranche, along with warrant coverage of 75% for each tranche. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and (b) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional ClosingClosings. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing Closings shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

Additional Closing. (i) Upon the terms of this Agreement and subject to the conditions set forth herein, five (5in Sections 2.3(c) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (iand 2.3(d) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2hereto, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) 5,000 shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Series B-2 Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares having an aggregate Stated Value equal to $5,000,000, for the number of shares of Conversion Shares issuable upon conversion of the Series B-2 Preferred Stock issued at Subscription Price, on the Additional ClosingClosing Date. The Purchaser shall deliver to the Company, via wire transfer of immediately available funds equal to the PurchaserSeries B-2 Preferred Subscription Price, in accordance with the Company’s Subscription Amount as set forth on the signature page hereto executed by the Purchaserwire instructions provided pursuant to Section 2.2(c)(iii), and the Company shall deliver to the Purchaser such number of 5,000 shares of the Series B-2 Preferred Stock purchased Stock, and the Warrant, as determined pursuant to Section 2.2(a) Company and the Purchaser shall deliver the other items set forth in Section 2.2 Sections 2.2(c) and 2.2(d), respectively, deliverable at the Additional Closing. Upon satisfaction of the covenants set forth in Sections 2.2(c) and 2.2(d) and the conditions set forth in Sections 2.2 2.3(c) and 2.32.3(d), the Additional Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the PurchaserCompany Counsel, or such other location as the parties shall mutually agree. The Company covenants that, if the Purchaser delivers a Notice of Conversion (as defined in the Series B-2 Preferred Certificate of Designation) to convert any shares of Series B-2 Preferred Stock between the second (2nd) Trading Day immediately prior to the Additional Closing Date and the Additional Closing Date, the Company shall deliver Series B-2 Preferred Conversion Shares to the Purchaser on the Additional Closing Date in connection with such Notice of Conversion to convert shares of Series B-2 Preferred Stock.

Additional Closing. (i) Upon the terms and subject to the conditions set forth herein, five fifteen (515) calendar days following the filing with the Commission effective date (“Effective Date”) of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), and on each of the 30th, 60th, 90th and 120th calendar day anniversaries of the Effective Date, assuming no Event of Default has taken or is taking place, upon satisfaction of the applicable deliveries deliveries, Equity Conditions and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion 30% of the Preferred Stock issued quotient of (a) the Purchase Price (due at the relevant Additional Closing) and the Closing Price for the Trading Day preceding the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.