Common use of Additional Closings Clause in Contracts

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.

Additional Closings. (a) Subject to the terms satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii) and conditions of this AgreementSections 6(b) and 7(b) below, at any time and from time to time from the date of on or after the Initial Closing and ending on October 15Date, 2012each Buyer, severally, shall have the right, exercisable by delivery by e-mail of a written notice to the Company may(each, an “Additional Closing Notice”, and the date thereof, each an “Additional Closing Notice Date”) to purchase, and to require the Borrowers to sell to such Buyer, at one or more additional closings Additional Closings, up to such aggregate principal amount of such Additional Notes as set forth opposite its name in column (each 4) on the Schedule of Buyers (less the aggregate principal amount of any Additional Notes issued in any prior Additional Closing) (each, an “Additional Closing” Notes Amount”). Each Additional Closing Notice shall specify (A) the proposed date and collectively time of the Additional Closing (which, if unspecified in such Additional Closing Notice, shall be the second (2nd) Trading Day (as defined below) after such Additional Closing Notice (or such other date as is mutually agreed to by the Company and each Buyer)) (each, an “Additional Closing Date”, together with the Initial ClosingClosing Date, each a “ClosingClosing Date”), without obtaining and (B) the signature, consent or permission of any applicable Additional Notes Amount of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Additional Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by issued to such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender Buyer at such Additional Closing, become . If a party to, and bound by, this Agreement Buyer has not elected to effect an Additional Closing on or prior to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation first anniversary of the Company date hereof (or such later date as the Required Holders (as defined below) may elect from time to sell and issue Notes and Warrants time in writing to New Lenders at each Additional Closingthe Company, and the obligation of each New Lender at each “Additional Closing Expiration Date”), such Buyer shall have no further right to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such effect an Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requesthereunder.

Additional Closings. (a) Subject Subsequent to the terms and conditions of this AgreementInitial Closing Date, at any time and the collected funds then held in the Escrow Account shall be disbursed by the Escrow Agent from time to time from the date time, as provided in Section 4(g) of the Initial Closing and ending on October 15, 2012, the Company mayManaging Placement Agent Agreement, at one or more additional closings (each an “Additional Closings. As used herein, the terms "Additional Closing” " and collectively with "Additional Closing Date" shall have the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any meanings ascribed to such terms in Section 4(g) of the LenderManaging Placement Agent Agreement; Additional Closings shall be scheduled as provided in such Agreement; provided, offer and sell to other investorshowever, which may include one or more of the Lenders that no Additional Closing shall occur less than seven (the “New Lenders”7) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no days nor more than thirty (30) days following the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreementimmediately preceding Closing. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender Prior to the Company disbursement of such signature pages, and collected funds held in the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender Escrow Account at such any Additional Closing, become a party to, the Escrow Agent shall have received Facsimile Notice (as defined herein) from the Company and bound by, this Agreement the Managing Placement Agent that all conditions precedent to such disbursement by the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation Escrow Agent (including without limitation all of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 Section 9 of this the Managing Placement Agent Agreement) have been fully satisfied as required under the Prospectus, the Managing Placement Agent Agreement, except that unless otherwise set forth therein, each reference Rule 15c2-4 and NASD Notices to Members 84-64 and 84-7. The Facsimile Notice from the Company and the Managing Placement Agent provided for in Section 2.3 and 2.4 this paragraph 5(b) must be received by the Escrow Agent not less than two (2) business days prior to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing Date; Confirmation (as “Lenders” hereunder defined herein) of such Facsimile Notice shall be delivered to the Escrow Agent by the Company and the Managing Placement Agent on or before such Additional Closing Date, dated as of such Additional Closing Date. (c) Provided that the Facsimile Notice (as defined herein) required under paragraph 5(b) hereof shall have been received by Escrow Agent not less than two (2) business days prior to, and confirmed in writing on or before, each Additional Closing Date, the Escrow Agent shall, on such Additional Closing Date, disburse the collected funds then held in the Escrow Account as follows: First, to set forth the principal Escrow Agent in the amount of each Note any fees then due and payable to such Agent (which shall not exceed on any Additional Closing Date the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon requestaggregate earnings, a copy if any, on funds held in the Escrow Account, determined as of the Schedule of Lenders as amended business day immediately preceding such Closing Date); Second, to the date Managing Placement Agent in an amount equal to the aggregate selling commissions and expense allowances then due and payable to the Selected Placement Agents pursuant to the Managing Placement Agent Agreement; and Third, to the Company in the amount of such requestany balance then remaining in the Escrow Account.

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company hereunder to issue and sell and issue the Additional Notes and Warrants to New Lenders any Buyer at each Additional Closing, and the obligation of each New Lender at each any Additional Closing to purchase a Note and Warrant, shall each be is subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreementsatisfaction, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at or before such Additional Closing as “Lenders” hereunder and to set forth the principal amount Date, of each Note of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Warrant purchase price Company at any time in its sole discretion by providing each such Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered: (A) the Additional Cash Purchase Price contemplated by Section 1(c) hereof (less, in the case of Starboard Value and Opportunity Master Fund Ltd., any amounts withheld pursuant to Section 4(g)) for each New Lender under the Additional Notes being purchased by such Buyer at the Additional Closing pursuant to Section 1(d) hereof by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (B) the number of shares of Common Stock representing the Additional Share Purchase Price as contemplated by Section 1(c) and Section 1(d) hereof. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects subject to such qualification) as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date. (iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which would prohibit the consummation of any of the transactions contemplated by this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.

Additional Closings. (a) Subject Additional sales of up to the terms and conditions an aggregate of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, 7,500,000 Shares may be made by the Company may, to Additional Purchasers at one or more additional closings (each each, an “Additional Closing”) up to 120 days after the Initial Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and collectively with the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (or remotely via the exchange of documents and signatures). At each Additional Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Maximum Funding Amount minus Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the aggregate Principal Amount Company shall (A) issue and deliver to each Additional Purchaser a certificate for the number of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes Shares being purchased at an such Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to Additional Purchaser, registered in the Company name of such signature pagesAdditional Purchaser, and the against payment by such New Lender to the Company of the principal amount Purchase Price for the number of the Note(s) to be Shares being purchased by such New Lender Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the purchase price for Additional Purchasers, the Warrant(scertificates set forth in Sections 2.1(d) to and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be acquired by true on and as of the Additional Closing with the same effect as though such New Lender at representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, become a party to, and bound by, this Agreement certifying to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation fulfillment of the Company to sell and issue Notes and Warrants to New Lenders at conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing, ; (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and the obligation of ▇▇▇▇ LLP shall deliver to each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 Additional Purchasers an opinion, dated as of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestAdditional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit. The Purchase Price shall be paid by wire transfer of immediately available funds.

Additional Closings. (a) Subject to the terms and conditions of this AgreementIf, at any time prior to the Maturity Date (as defined in the Notes), (i) the Company has less than $1,000,000 of cash and from time cash equivalents and (ii) the Company has received a term sheet for a Qualifying Financing (as defined in the Notes) that is acceptable to time from the date Company’s Board of Directors (the requirements set forth in (i) and (ii) are referred to herein as the “Draw-Down Requirements”), then the Chief Executive Officer of the Initial Closing Company shall be permitted to deliver a written notice (the “Draw-Down Notice”) to the ▇▇▇▇▇ Family Survivor’s Trust UDT dated December 18, 1988 (the “Major Investor”) and ending on October 15any other potential investor in the Company approved by the Chief Executive Officer of the Company (any such investor, 2012a “New Investor” and collectively, the “New Investors”), which Draw-Down Notice shall certify that the Draw-Down Requirements have been satisfied and shall specify the closing of the sale of a specific amount of the authorized Notes and Warrants (such amount in any Draw-Down Notice, the “Draw-Down Amount”) not previously sold by the Company may, at one or more additional closings (each an “Additional Closing” and collectively together with the Initial Closing, a “Closing”), without obtaining which such Additional Closing shall occur no earlier than two and no later than five business days after the signature, consent or permission of any delivery of the LenderDraw-Down Notice. Notwithstanding the foregoing, offer and sell the Major Investor shall not be required to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth participate in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender during any calendar month to the Company of such signature pages, and the payment by such New Lender to extent that the Company of the principal amount of the Note(s) to be purchased by has effected two Additional Closings in such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closingcalendar month. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after Following each Additional Closing, the Schedule of Lenders attached Investors under the heading “Additional Closing Principal Amount of Note” shall be unilaterally updated by the Company to this Agreement will be amended, without the consent of any other Lender, to add to record the names of the New Lenders purchasing Notes and Warrants at Investors participating in such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of Investor’s Loan Amount being made at such requestAdditional Closing.

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having the Company shall have during the Put Period the right to deliver to the Purchasers an Additional Put Notice, requiring the Purchasers to purchase (severally, and not jointly) Additional Tranche Debentures. An Additional Put Notice may be delivered no earlier than the 35th Trading Day after the date of the most recent sale of Debentures to the Purchasers pursuant to this Agreement, unless otherwise consented to by the Purchasers in writing. Notwithstanding anything to the contrary that may be contained herein, in no event shall the Purchasers be required to purchase in the aggregate Debentures in excess of the Commitment Amount and any Put Notice given after the purchase of Debentures by the Purchasers in an aggregate Principal amount equal to the Commitment Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreementshall be null and void ab initio. (b) The Company closing of the purchase and each New Lender purchasing one or more Notes sale of any Additional Tranche Debentures (an "Additional Closing") shall take place at the offices of Mors▇ ▇▇▇n▇▇▇ ▇▇▇▇ & ▇and▇▇ ▇▇▇ ("MZRL"), 450 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ the fifteenth Trading Day following the giving of an Additional Closing will execute counterpart signature pages to this Agreement, and Put Notice. The date of each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement Closing is hereinafter referred to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each (an "Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional ClosingDate"). Immediately after At each Additional Closing, the Schedule parties shall deliver or shall cause to be delivered the following: (a) the Company shall deliver to each Purchaser (i) Debentures in the aggregate principal amount of Lenders attached to this Agreement will 50% of such Additional Tranche Debentures, which Debentures shall be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at dated such Additional Closing Date, and shall mature one year after such Additional Closing Date and shall be registered in the name of such Purchaser, (ii) Common Stock purchase warrants, in the form of Exhibit C, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of shares of Common Stock as “Lenders” hereunder is equal to 20% of the shares of Common Stock into which such Additional Tranche Debentures acquired by such Purchaser are initially convertible, at a price per share equal to 110% of the initial Conversion Price of such Additional Tranche Debentures (collectively, the "Additional Warrants"), and (b) each Purchaser shall deliver to set forth the Company an amount equal to principal amount of each Note and the Warrant purchase price Additional Tranche Debentures being purchased by such Purchaser in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestpurpose.

Additional Closings. (a) Subject to the terms From and conditions of this Agreement, at any time and from time to time from the date of after the Initial Closing and ending on October 15, 2012Closing, the Company may, shall have the right to sell up to the balance of the remaining Shares and Warrants pursuant to this Agreement at one or more additional closings occurring within 30 days of the Initial Closing Date (each each, an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining and to add additional entities and persons as “Investors” hereunder and as parties hereto. No Investor in the signature, consent or permission of any of Initial Closing is obligated to purchase Shares in the Lender, offer Additional Closing. Stock and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Warrant Purchase Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement.; 04-2016 (b) The aggregate number of Shares issued in any Closings shall not exceed 14,285,714 Shares and the aggregate number of shares issuable upon exercise of Warrants issued in any Closings shall not exceed 1,600,000 shares. Each Additional Closing shall take place at the offices of DLA Piper LLP (US), 4▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, on a date or dates determined by the Company and each New Lender the Investors purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes additional Shares and Warrants at such Additional Closing (each such date, an “Additional Closing Date”). Any Shares and Warrants issued pursuant to this Section 1.4 shall be deemed to be “Shares” and “Warrants,” respectively, for all purposes under this Agreement and at the same per share Purchase Price. The Initial Closing and each Additional Closing shall constitute and be treated as a “LendersClosing” hereunder and to set forth the principal amount of each Note hereunder, and the Warrant Initial Closing Date and each Additional Closing Date shall constitute and be treated as a “Closing Date” hereunder. At the Initial Closing and each Additional Closing, the Company shall issue and deliver to the Investors participating in such Closing the Shares and the Warrants, each registered in the name of such Investors, against payment to the Company of the purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requesttherefor.

Additional Closings. (a) Subject The closing (each, an "Additional Closing") of each Additional Loan and the purchase of Additional Warrants shall occur on the date and at the location and time specified in the written notice delivered by the Company to the Purchaser pursuant to the last sentence of Section 2.2 (each, an "Additional Closing Date"). At each Additional Closing, upon the terms and subject to the conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012set forth herein, the Company may, at one or more additional closings (each an “shall borrow the Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants Loans on such date pursuant to this Agreement under the same terms Note and conditions issue to the Purchaser a Warrant Certificate representing Warrants to purchase 150,214 shares of Common Stock (subject to adjustment as set forth in this Agreementthe Warrant Certificate) for each $1,000,000 of Additional Loans being advanced by the Purchaser on such date (each, an "Additional Warrant" and, collectively, the "Additional Warrants"), registered in the name of the Purchaser, with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Lien, and the Purchaser shall deliver an amount equal to the Additional Loans advanced by the Purchaser on such Notes having an aggregate Principal Amount of no more than date (the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement"Additional Purchase Price"). (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender Purchaser at each Additional Closing to make Additional Loans and purchase a Note Additional Warrants, to pay the Additional Purchase Price and Warrant, to perform any of its obligations hereunder shall each be subject to the satisfaction or waiver of the applicable following conditions on or before such Additional Closing Date: (i) A Drawdown Acquisition (meeting all the requirements of such set forth in the definition of such term in Section 1.1) is simultaneously being consummated on such Additional Closing Date; (ii) The proceeds of the Additional Loans to be advanced on such Additional Closing Date shall be used to pay part or all of the purchase price of such Drawdown Acquisition; (iii) The representations and warranties of the seller or sellers in the Drawdown Acquisition Documents (relating to such Drawdown Acquisition) shall be true and correct in all respects at and as of such Additional Closing Date as if made as of such Additional Closing Date (unless such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true and correct in all respects as of such date); (iv) The Company and each other Person shall have performed and complied with all of its agreements and conditions set forth or contemplated in Sections 2.3 such Drawdown Acquisition Documents that are required to be performed or complied with by it on or before the closing of the transactions contemplated by such Drawdown Acquisition Documents; (v) The Purchaser shall have received true, complete and 2.4 correct copies of this Agreementsuch Drawdown Acquisition Documents and any other documents it may reasonably request in connection with the transactions contemplated by such Drawdown Acquisition Documents; (vi) The transactions contemplated by such Drawdown Acquisition Documents are simultaneously being consummated in accordance with the terms of such Drawdown Acquisition Documents, except that and all conditions to the Company's obligations to consummate the transactions contemplated by such Drawdown Acquisition Documents shall have been satisfied or waived with the prior consent of the Purchaser; (vii) Any Person acquired by the Company in connection with such Drawdown Acquisition shall execute and deliver to the Purchaser the Subsidiaries' Guarantee; (viii) The representations and warranties of (A) each Subsidiary in the Subsidiaries' Guarantee and (B) PMR Corporation in the PMR Guarantee (if any), shall be true and correct in all respects at and as of such Additional Closing Date as if made as of such Additional Closing Date and after giving effect to the transactions contemplated by Section 2.2 and such Drawdown Acquisition Documents (unless otherwise such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true and correct in all respects as of such date); and (ix) The terms and conditions of such Drawdown Acquisition are acceptable to the Purchaser. (c) In addition to the conditions to each Additional Closing set forth thereinin Section 2.5(b), on each Additional Closing Date, (i) the Purchaser shall deliver to the Company a certificate signed by a General Partner of the Purchaser stating that the representations and warranties of the Purchaser contained in Article VI are true and correct in all respects at and as of such Additional Closing Date as if made as of such Additional Closing Date (unless such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true and correct in all respects as of such date) and (ii) the Chairman, President, Chief Financial Officer, Chief Development Officer or Controller of the Company shall deliver to the Purchaser a certificate stating that (A) the representations and warranties of the Company contained in Article V are true and correct in all respects at and as of such Additional Closing Date as if made as of such Additional Closing Date and after giving effect to the transactions contemplated by Section 2.2 and the applicable Drawdown Acquisition Documents (unless such representations and warranties relate to matters only as of a particular date in which case such representations and warranties shall be true and correct in all respects as of such date) and (B) the Company is, and after giving effect to the transactions contemplated by Section 2.2 and the applicable Drawdown Acquisition Documents will be, in compliance in all respects with its obligations in Articles VIII, IX and X (such financial covenants to be calculated on a pro forma basis in a manner to be agreed upon by the Company and the Purchaser); provided, that, (x) the reference in Section 2.3 5.11 to "the audited consolidated financial statements of the Company and 2.4 the Subsidiaries for the fiscal year ended December 31, 2001" shall instead be to "the audited consolidated financial statements of the Company and the Subsidiaries for the most recently completed fiscal year," (y) the reference in Section 5.11 to "the unaudited consolidated balance sheet of the Company and the Subsidiaries as of March 31, 2002 and the related consolidated statements of operations and accumulated deficit and cash flows, together with the notes thereto, for the three-month period then ended" shall instead be to "the unaudited consolidated financial statements of the Company and the Subsidiaries for each completed fiscal quarter ending March 31, June 30 and September 30 since the most recently completed fiscal year," and (z) the Company shall deliver a supplemental schedule to the “Closing” Purchaser updating the capitalization and material contracts representations and warranties contained in Sections 5.13 and 5.29, respectively; provided, further, that the Company shall instead refer also satisfy and certify that the conditions contained in Sections 3.6, 3.7, 3.9, 3.10, 3.17, 3.18 and 3.20 shall be satisfied as of the Additional Closing Date and after giving effect to the transactions contemplated by Section 2.2 and the applicable Additional Closing. Immediately after each Additional ClosingDrawdown Acquisition Documents, and the Schedule of Lenders attached to this Agreement will be amended, without Company shall reimburse the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at Purchaser on such Additional Closing as “Lenders” hereunder Date for all fees and to expenses set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestin Section 15.17(c)(i).

Additional Closings. (ai) Subject The Company may sell and issue up to the terms and conditions of this Agreement, at any time and from time to time from the date balance of the Initial Shares not sold at the First Closing and ending on October 15, 2012at additional subsequent Closings occurring within 90 days after the First Closing (the “Additional Closings”) to additional investors (the “Additional Closing Investors”) who are approved by the Company. At each Additional Closing, the Company mayshall deliver to each Additional Closing Investor, at one or more additional closings (and to each an “of the Investors for each Additional Closing” and collectively with the Initial ClosingClosing in which such Investors participate, a “Closing”), without obtaining certificate representing the signature, consent Shares that such Additional Closing Investor or permission of any Investor is purchasing against payment of the Lenderpurchase price therefor by check, offer wire transfer, cancellation of indebtedness or a combination thereof. (ii) Any such sale and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under issuance in an Additional Closing shall be on the same terms and conditions as set forth in this Agreementthose contained herein, with and such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender willnew investors shall, upon execution and delivery by such New Lender to of the Company of such relevant signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party parties to, and be bound by, this Agreement and the other Related Agreements (as defined in Section 2.4 hereof), without the need for an amendment to this Agreement or any of the Related Agreements except to add such new investor’s name, notice information, and if called for, its investment and/or stockholdings of the Shares, to the same extent appropriate exhibit or schedule to such agreement (collectively, the “Informational Amendments”), and shall be deemed an “Investor” for all intents and purposes and shall have the rights and obligations hereunder and thereunder, in each case as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation date of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each . (iii) Notwithstanding the foregoing, if either entities affiliated with Liberty Global (“Liberty”) or entities affiliated with Oakmont (“Oakmont”) purchase at least 7,000,000 Shares in an Additional ClosingClosing (as adjusted for any stock dividends, combinations, splits or the like with respect to such shares), the Schedule of Lenders attached Company and each Investor that is a party to this Agreement will be amended, without at the consent time of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing shall enter into and deliver to the Company an amendment to the Voting Agreement in a form mutually acceptable to the Company, Liberty and Oakmont providing for the right of Liberty and/or Oakmont (as “Lenders” hereunder and applicable) to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, appoint a copy member of the Schedule Company’s board of Lenders as amended to the date of such requestdirectors.

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15June yy, 20122013, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and WarrantNote, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.

Additional Closings. (ai) Subject to the terms The purchase and conditions of this Agreement, at any time and from time to time from the date sale of the Initial Closing and ending on October 15Additional Loan Amount shall take place at the offices of SNR ▇▇▇▇▇▇ US LLP, 2012located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the Company may▇▇▇ ▇▇▇▇, at one ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. Such closing, or more additional closings (each an “Additional Closing,” and collectively with the Initial Closing and the Second Closing, the “Closings,” and individually, a “Closing”), without obtaining will take place no earlier than thirty (30) days following the signatureSecond Closing Date and no later than June 30, consent or permission 2012, on not less than 20 days written notice from the Company of its intent to draw such funds. The date of any of the Lender, offer and sell Additional Closing is referred to other investors, which may include one or more of the Lenders (the herein as an “New LendersAdditional Closing Date.”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) The Company will offer each of the aggregate Principal Amount Participating Lenders the right to purchase its pro rata portion of all the Notes previously sold hereunderbeing issued in respect of the Additional Loan Amount, based on the amount of the First Loan funded by it. As set forth aboveFor purposes of this Section 1.2(c), New Lenders may include persons or entities who are already Lenders under this Agreementthe term “Participating Lenders” includes Participating Stockholders and the term “First Loan” includes the Pro Rata Portion of Notes acquired by such Participating Stockholders. (biii) The Company and In the event that the portion of the Additional Loan Amount to be acquired by Participating Lenders other than MVP II under clause (ii) above is greater than the portion of the Additional Loan Amount remaining in excess of the Additional Loan Commitment Amount, then at the option of MVP II, the Additional Loan Commitment Amount shall be reduced by such excess. In the event MVP II does not elect to reduce its Additional Loan Commitment Amount, then the portion of the Notes to be issued to each New Lender purchasing one or of the Participating Lenders other than MVP II will be reduced on a pro rata basis. For the avoidance of doubt, MVP II may not acquire more Notes at than its pro rata portion of the Additional Loan Amount (as determined under clause (ii) above) to the extent that as a result of such acquisition MVP II would, by itself, to constitute the Majority Lenders, unless such acquisition is approved by the Majority Lenders (without giving effect to such acquisition). At an Additional Closing will execute counterpart signature pages the Company shall sell Notes in the aggregate principal amount of the Additional Loan Amount to this Agreementbe drawn by delivering to each Participating Lender a Note in the face amount indicated as relating to the Additional Loan Amount next to such Lender’s name on Schedule 1.2 (as amended) together with the other documents referenced in Section 4.2 hereof, and each New in exchange therefor, such Participating Lender willshall make a payment at that time, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender wire transfer payable to the Company of the principal amount of the Note(s) to be Notes purchased by it at the Additional Closing. The Notes shall be registered in each Participating Lender’s name or the name of its nominee(s) in such New denominations as such Participating Lender and shall request pursuant to instructions delivered to the Company not less than two (2) days prior to the Additional Closing Date. No Lender shall be obligated to purchase price for the Warrant(s) to be acquired by such New Lender any Notes at such an Additional Closing, become a party toother than MVP II, and bound by, this Agreement who agrees to purchase up to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional ClosingLoan Commitment Amount, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request4.2 below.

Additional Closings. (a) Subject to Upon the terms and conditions of this Agreement, at any time and from time subject to time from the date satisfaction or waiver of the Initial Closing and ending on October 15, 2012conditions set forth herein, the Company may, at agrees to sell and each Purchaser agrees to purchase (i) an Additional Debenture with a principal amount equal to the amount set forth below such Purchaser’s name on the signature pages hereof and (ii) Additional Warrants. The closing of the purchase and sale of the Additional Securities may occur in one or more additional closings (each an “Additional Closing”) to occur no later than six months after the date of this Agreement (each closing date an “Additional Closing Date” and collectively with the Initial Closing, last Additional Closing Date a “ClosingFinal Closing Date”), without obtaining the signature, consent or permission of any ) on which (A) this Agreement is executed and delivered by all of the Lenderparties hereto, offer and sell to other investors, which may include one or more (B) each of the Lenders (conditions to Closing described in Section 2 of the “New Lenders”) Notes and Warrants pursuant to this Purchase Agreement under the same terms and conditions has been satisfied or waived as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreementspecified therein, and (C) payment of each New Lender will, upon delivery by such New Lender Purchaser’s Subscription Amount payable with respect to the Company of such signature pages, Additional Debenture and the payment by such New Lender to the Company of the principal amount of the Note(s) to be Additional Warrants being purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender Purchaser at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction has been made by wire transfer of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closingimmediately available funds. Immediately after At each Additional Closing, the Schedule of Lenders attached Company shall deliver to this Agreement will be amended, without each Purchaser duly executed instruments representing the consent of any other Lender, to add to Additional Debenture and Additional Warrants in the names of amounts purchased by such Purchaser at the New Lenders purchasing Notes and Warrants at such respective Additional Closing and a closing certificate in the form attached hereto as Exhibit C (“Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestAdditional Closing Certificate”).

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at any time and from From time to time from until the date First Anniversary, the Company agrees to sell and each Purchaser, severally and not jointly, agrees to purchase, subject to the satisfaction or waiver of the conditions set forth in Sections 2.3(c) and (d) of this Agreement (other than those conditions that by their nature are to be satisfied at such Additional Closing, but subject to satisfaction or waiver thereof), such Purchaser’s share of additional Subordinated Notes (each such purchase, an “Additional Purchase”) up to an aggregate principal amount of $100,000,000 in one or more tranches of principal amounts not less than $25,000,000 each and in the same proportion as such Purchaser purchased the Subordinated Notes pursuant to the Initial Closing and ending on October 15(such amount, 2012, the Company may, such Purchaser’s “Additional Principal Amount”) at one or more additional closings (each an “Additional Closing” and collectively and, together with the Initial Closing, each a “Closing”) to take place at 10:00 a.m. (Eastern time) on the date specified in the applicable Purchase Notice (as defined below). The date on which an Additional Closing occurs is referred to herein as an “Additional Closing Date.” The Company shall make an election with respect to an Additional Purchase by written notice to the Purchasers (each, without obtaining a “Purchase Notice”). Each Purchase Notice shall specify the signature, consent or permission amount of any of Subordinated Notes to be purchased and the Lender, offer and sell Additional Closing Date for such Additional Purchase. The Additional Closing Date related to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as Additional Purchase set forth in this Agreement, with such Notes having an aggregate Principal Amount of no a Purchase Notice shall be not less than five Business Days and not more than 20 Business Days after the difference date of (i) such Purchase Notice, and in no event shall any Additional Closing Date be after the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunderFirst Anniversary. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to Purchaser shall deliver the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(sother items set forth in Section 2.2(b) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender deliverable at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender . Each Additional Closing shall occur at the Initial Closing. The obligation offices of Company Counsel or such other location as the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, parties shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestmutually agree.

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at any time and from time one or more closings subsequent to time from the date of the Initial Closing and ending on October 15(each, 2012an "Additional Closing"), the Company may, at may issue and sell Units to one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include Purchasers who enter into this Agreement by executing one or more counterparts hereof in the form attached hereto as EXHIBIT I; PROVIDED, HOWEVER, that the aggregate Issue Prices of the Lenders (the “New Lenders”) Notes and Warrants pursuant all Units to be issued under this Agreement under shall not exceed $21,000,000 unless the same terms Company and conditions as set forth the Authorized Representative so agree and in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreementany event shall not exceed $21,000,000. (b) The Company and each New Lender purchasing one or more Notes at an Each Additional Closing will execute counterpart signature pages to this Agreementshall take place at such time, date and each New Lender will, upon delivery by such New Lender place as are mutually agreeable to the Company of such signature pages, and the payment Additional Purchasers participating in the Additional Closing; PROVIDED, HOWEVER, that no Additional Closing shall take place after September 1, 2000 unless extended by such New Lender to the Company of the principal amount of the Note(sfrom time to time to a later date, but any such later date shall not be later than November 30, 2000. (c) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after At each Additional Closing, the Schedule Company shall deliver to each Additional Purchaser participating in the Additional Closing, against payment by each Additional Purchaser of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add aggregate Issue Price for the Units being purchased by such Additional Purchaser by check payable to the names order of the New Lenders purchasing Company (which may be a check issued by State Street Bank and Trust Company, as escrow agent) or by surrendering to the Company an Existing Note or Existing Notes and Warrants at such Additional Closing as “Lenders” hereunder and pursuant to set forth Section 1.2 above, (i) an executed Note in the principal amount of each Note $25,000 multiplied by the number of Units being purchased by such Initial Purchaser and (ii) an executed Warrant for the Warrant purchase price for each New Lender under this Agreementnumber of shares of Common Stock determined by multiplying 123 by the number of Units being purchased by such Additional Purchaser, rounded down to the nearest whole number. The number of Units to be purchased by an Additional Purchaser shall be set forth opposite the Additional Purchaser's name on an addendum to EXHIBIT I in the form attached hereto as EXHIBIT E. Each addendum shall be executed by the Company will promptly furnish to and each Lender upon requestsuch Additional Purchaser, a copy of the Schedule of Lenders as amended each addendum shall be delivered to the date Authorized Representative, and each addendum shall be deemed a part of such requestthis Agreement ab initio.

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date satisfaction (or waiver) of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 6 and 2.4 of this Agreement7 below, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 if the Lead Buyer has delivered an Additional Closing Notice (as defined below) to the “Closing” Company, the Company shall instead refer issue and sell to the Lead Buyer, and such Lead Buyer severally, but not jointly, with any other Buyer, shall purchase from the Company, on the applicable Additional Closing. Immediately after each Closing Date (as defined below), one or more Additional Notes in the original principal amount as is set forth opposite such Buyer’s name in an updated Schedule of Buyers by such Buyers in connection with such Additional Closing Notice (each, an “Additional Closing”). Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below and the other terms and conditions set forth herein and in the other Transaction Documents, the Schedule Lead Buyer shall have the right but no obligation, exercisable by delivery by e-mail of Lenders attached a written notice to this Agreement will the Company (each, an “Additional Closing Notice”) to purchase, along with other Buyers identified by the Lead Buyer, and to require the Company to sell, an Additional Note or Additional Notes in the original principal amount to be amended, without the consent of any other Lender, to add to set forth opposite the names of such Buyers on an updated Schedule of Buyers delivered by such Buyers in connection with such Additional Closing Notice (each, an “Additional Note Amount”) at an Additional Closing. Each Additional Closing Notice shall specify (x) the New Lenders purchasing Notes proposed date and Warrants time of the Additional Closing (or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date,” and the Initial Closing Date and each Additional Closing Date, each, a “Closing Date”) and (y) the applicable Additional Note Amount of the Additional Note to be issued to such Buyer(s) at such Additional Closing. If the Lead Buyer has not elected to effect an Additional Closing as on or prior to January 21, 2030 (the “Lenders” hereunder Additional Closing Expiration Date”), the Lead Buyer shall have no further right to effect an Additional Closing hereunder. It is acknowledged and agreed that in connection with any Additional Closing (i) the proceeds from the sale of the Additional Notes shall be deposited into a new (or separate) cash account substantially similar to set forth the principal amount of each Note Cash Account (such new or separate cash account, an “Additional Cash Account”) and the Warrant purchase price Bitcoin purchased from such proceeds shall be maintained in a new (or separate) bitcoin escrow account substantially similar to the Bitcoin Escrow Account (such new or separate bitcoin escrow account, an “Additional Bitcoin Escrow Account”) and (ii) the Company, the SPE each other applicable party shall enter into a new pledge agreement to address collateral matters relating to such tranche of Additional Notes subject to such Additional Closing (such pledge agreement, an “Additional Pledge Agreement”) and such other security documents that the Collateral Agent or the “Required Holders” for each New Lender under this Agreementsuch tranche of debt determine necessary or appropriate for such Additional Note tranche of debt. The Company will promptly furnish to initial sale of Notes and the sale of any Additional Notes shall rank pari passu with each Lender upon requestother such tranche of Notes issued hereunder. Payment obligations for the initial Notes or any Additional Notes shall be satisfied solely from the Cash Account or Additional Cash Account and the Bitcoin Escrow Account or Additional Bitcoin Escrow Account established solely in connection with the issuance of such initial Notes or such Additional Notes. For the avoidance of doubt, a copy of the Schedule of Lenders Collateral, the Cash Account and the Bitcoin Escrow Account shall serve as amended security solely with respect to the date of such requestNotes and other Securities issued to the Lead Buyer and the Yorkville Buyer at the Initial Closing.

Additional Closings. (a) Subject to If the terms and conditions full number of this AgreementSeries F Shares of the Company is not sold at the Closing, the Company shall have the right, at any time and from time to time from the date within thirty (30) days of the Initial Closing Date (the “Subsequent Closing Date”), to sell the remaining authorized but unissued shares of Series F Shares and ending on October 15, 2012, the Company may, at Warrants to purchase Common Stock to one or more additional closings (each an “Additional Closing” and collectively with purchasers as determined by the Initial ClosingCompany, a “Closing”), without obtaining the signature, consent or permission to any Investor hereunder who wishes to acquire additional shares of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes Series F Shares and Warrants pursuant to this Agreement under purchase Common Stock at the same price and on the terms and conditions as set forth in this Agreementherein, with provided that any such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will additional purchaser shall be required to execute counterpart signature pages to this Agreement, the Investors’ Rights Agreement and the Co-Sale Agreement (each New Lender as defined in Section 2.2), and such additional purchasers will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender pages and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closingprice, become a party parties to, and be bound by, this Agreement such agreements, each to the same extent as if such New Lender they had been a Lender Investors at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional initial Closing. Immediately after each Additional Closingadditional closing, the Schedule of Lenders attached Exhibit A to this Agreement will be amended, without amended to list the consent additional purchasers purchasing shares of any other Lender, Series F Shares and Warrants to add purchase Common Stock hereunder at each such additional closing. Any additional purchaser so acquiring shares of Series F Shares and Warrants to purchase Common Stock shall be considered an “Investor” for the names purposes of the New Lenders purchasing Notes Financing Documents (as defined below), and any Series F Shares so acquired by such additional purchaser shall be considered “Series F Shares” and any Warrants at to purchase Common Stock so acquired by such Additional Closing as additional purchaser shall be considered “LendersWarrants,” hereunder and to set forth together with the principal amount Series F Shares the “Shares”) for purposes of each Note this Agreement and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestall other agreements contemplated hereby.

Additional Closings. (a) Subject to the terms satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii) and conditions of this AgreementSections 6(b) and 7(b) below, at any time and from time to time from the date of on or after the Initial Closing and ending on October 15Date, 2012each Buyer, severally, shall have the right, exercisable by delivery by e-mail of a written notice to the Company may(each, an “Additional Closing Notice”, and the date hereof, each an “Additional Closing Notice Date”) to purchase, and to require the Company to sell to such Buyer, at one or more additional closings Additional Closings, up to (each i) such aggregate number of such Additional Preferred Shares as set forth opposite its name in column (4) on the Schedule of Buyers (less the aggregate number of any Additional Preferred Shares issued in any prior Additional Closing) (each, an “Additional Closing” Preferred Shares Amount”) and collectively (ii) such aggregate number of related Additional Warrant Shares (each, an “Additional Warrant Shares Amount”). Each Additional Closing Notice shall specify (A) the proposed date and time of the Additional Closing (which, if unspecified in such Additional Closing Notice, shall be the second (2nd) Trading Day (as defined in the Warrants) after such Additional Closing Notice (or such other date as is mutually agreed to by the Company and each Buyer)) (each, an “Additional Closing Date”, and together with the Initial ClosingClosing Date, each, a “ClosingClosing Date”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (iB) the Maximum Funding applicable Additional Preferred Shares Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by issued to such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender Buyer at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to (C) the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached Warrant Shares Amount to this Agreement will be amended, without the consent of any other Lender, issued to add to the names of the New Lenders purchasing Notes and Warrants such Buyer at such Additional Closing. If a Buyer has not elected to effect an Additional Closing as “Lenders” hereunder and on or prior to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy twenty-four (24) month anniversary of the Schedule of Lenders Initial Closing Date (or such later date as amended the Required Holders (as defined below) may elect from time to time in writing to the date of Company, the “Additional Closing Expiration Date”), such requestBuyer shall have no further right to effect an Additional Closing hereunder.

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of Following the Initial Closing and ending on October 15, 2012Closing, the Company maymay sell Notes, and the Purchasers may purchase Notes, at one or more two additional closings of $10,000,000 aggregate principal amount of Notes at each such additional closing (each an “Additional Closing” and collectively together, the “Additional Closings,” and together with the Initial Closing, the BMS Closing, and any Optional Closings (as defined below), the “Closings,” and each, a “Closing”)) remotely via the exchange of documents and signatures on such dates occurring on or before December 31, without obtaining 2022, as the signatureCompany, consent or permission following approval by the Board of any Directors to move forward with such Additional Closing, shall request in a written notice (the ‘‘Company Closing Notice”) to be delivered to the Purchasers at least ten (10) Business Days prior to the proposed date of the LenderAdditional Closing; provided that notwithstanding the foregoing, offer and sell the Board of Directors may not elect to other investorsmove forward with an Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreementwriting, with such Notes having an aggregate Principal Amount of no more than the difference of that (i) the Maximum Funding Amount minus Company has not experienced a Material Adverse Effect (as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan (the “Requisite Closing Notice”). The Additional Closing shall take place at the date and time specified in the Company Closing Notice. At each Additional Closing, each Purchaser shall purchase a Note, in the aggregate Principal Amount of all Notes previously sold hereunder. As principal amount set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an opposite its name on the Schedule of Purchasers in the column titled “Additional Closing will execute counterpart signature pages 1 Notes ($)” or “Additional Closing 2 Notes ($)”, as applicable, being issued to this Agreement, and each New Lender will, upon delivery by such New Lender to Purchaser as such Additional Closing; provided that the Company of such signature pages, and the payment by such New Lender to the Company of the aggregate principal amount of all of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender Notes issued at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each , any Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional ClosingClosings, the Schedule of Lenders attached to this Agreement will be amended, without BMS Closing and any Optional Closings shall not exceed the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Aggregate Committed Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestAmount.

Additional Closings. (a) Subject Subsequent to the terms and conditions of this AgreementInitial Closing Date, at any time and the collected funds then held in the Escrow Account shall be disbursed by the Escrow Agent from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closings. As used herein, the terms "Additional Closing” " and collectively with "Additional Closing Date" shall mean, respectively, any such further closing and the Initial Closing, a “Closing”), without obtaining date upon which such closing occurs; Additional Closings shall be scheduled as determined by the signature, consent or permission of any of the Lender, offer and sell parties to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender Prior to the Company disbursement of such signature pages, and collected funds held in the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender Escrow Account at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each any Additional Closing, the Schedule of Lenders attached Escrow Agent shall have received Facsimile Notice (as defined herein) from the Company that all conditions precedent to such disbursement by the Escrow Agent have been fully satisfied as required under the Registration Statement and Prospectus. The Facsimile Notice from the Company provided for in this Agreement will paragraph 4(b) must be amended, without received by the consent of any other Lender, Escrow Agent not less than two business days prior to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing Date; Confirmation (as “Lenders” hereunder and to set forth the principal amount defined herein) of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended such Facsimile Notice shall be delivered to the date Escrow Agent by the Company on or before such Additional Closing Date, dated as of such requestAdditional Closing Date. (c) Provided that the Facsimile Notice (as defined herein) required under paragraph 3(b) hereof shall have been received by Escrow Agent not less than two business days prior to, and confirmed in writing on or before, each Additional Closing Date, the Escrow Agent shall, on such Additional Closing Date, disburse the collected funds then held in the Escrow Account.

Additional Closings. A. The Company shall, on closings to be held on June 1, 2001 and August 1, 2001 (a) Subject to the terms and conditions of this Agreementeach, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”"ADDITIONAL CLOSING"), without obtaining the signature, consent or permission of any of the Lender, offer issue and sell to other investorseach of AOL, which may include one or more Aspen and Atlantis, and each of AOL, Aspen and Atlantis, severally but not jointly (except that the obligations hereunder of Aspen and Atlantis shall be joint and several as to such two entities), agrees to purchase from the Company, a number of Shares equal to the dollar amount with respect to such Additional Closing set forth opposite such Purchaser's name on Exhibit A hereto divided by the Stipulated Price. The obligations of the Lenders Company to sell, and of such Purchasers to purchase, such number of Shares at the Additional Closings are irrevocable and unconditional. If prior to any Additional Closing the Amended Certificate has been filed and accepted by the Delaware Secretary of State, then at such Additional Closing (i) the “New Lenders”) Notes Company shall sell to AOL, and Warrants pursuant to this Agreement under AOL shall buy from the same Company, Series B Preferred Stock, rather than Series D Preferred Stock, on the terms and conditions as set forth specified in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus and (ii) the aggregate Principal Amount Company shall sell to each of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company Aspen and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this AgreementAtlantis, and each New Lender willof Aspen and Atlantis shall buy from the Company, upon delivery by such New Lender to Series C Preferred Stock, rather than Series E Preferred Stock, on the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be terms specified in this Agreement. The Shares purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender Purchasers at each Additional Closing shall be referred to purchase a Note herein as the "REMAINING SHARES". B. Each Additional Closing shall be held at 10:00 a.m. local time at the offices of ▇▇▇▇▇ ▇▇▇▇▇ on the dates listed above, or at such other location, on such other dates and Warrantat such other times as may be mutually agreed upon by the Company, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 AOL, Aspen and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional ClosingAtlantis. Immediately after At each Additional Closing, the Schedule of Lenders attached Company will issue and deliver certificates evidencing the Remaining Shares to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants purchased at such Additional Closing as “Lenders” hereunder and to set forth against payment of the principal amount of each Note and the Warrant full purchase price for each New Lender under this Agreement. The Company will promptly furnish therefor by wire transfer of immediately available funds to each Lender upon request, a copy of an account designated by the Schedule of Lenders as amended to the date of such requestCompany.

Additional Closings. (a) Subject At any time after the Initial Closing, to the terms and conditions extent that (i) Buyers already party to this Agreement (at the time determined, the “Existing Buyers”) and/or (ii) additional Buyers reasonably acceptable to the Company (each, an “Additional Buyer”), agree by execution of this Agreementa Buyer Signature Page to purchase Notes, at any time and from time to time from the date principal amount of the Initial Closing and ending which shall be set forth on October 15, 2012each such Buyer’s Buyer Signature Page, the Company may, at its option and in its sole discretion, hold one or more additional closings Closings with respect to the purchase of such Notes (each each, an “Additional Closing” ”). Each Additional Closing shall occur on such date as shall be mutually acceptable to the Company and collectively the Buyers participating in such Additional Closing; provided, however, that all Additional Closings shall be held on or before July 31, 2012. At an Additional Closing, the Company shall sell to each Buyer participating in the Additional Closing, and each such Buyer, severally and not jointly, shall purchase from the Company, Note(s) with a principal amount equal to the amount set forth on such Buyer’s Buyer Signature Page. The terms of the transactions consummated at each Additional Closing shall be identical to the terms consummated at the Initial Closing, a “Closing”), without obtaining except for the signature, consent or permission of any date of the Lender, offer and sell to other investors, which may include one or more issuance of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, Notes. In connection with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each any Additional Closing, the Company shall amend the Schedule of Lenders attached Buyers (without any action from any Buyer) to this Agreement will be amendedreflect any additional purchase by Existing Buyers, without the consent of any other Lender, and to add any Additional Buyers and to reflect the names applicable dates of Closing of such purchases. Subject to and upon the New Lenders purchasing Notes and Warrants at completion of an Additional Closing, the Additional Buyers with respect to such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender will become a Buyer under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestAgreement without any action by any Existing Buyer.

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date satisfaction (or waiver) of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 6 and 2.4 of this Agreement7 below, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 if the Lead Buyer has delivered an Additional Closing Notice (as defined below) to the “Closing” Company, the Company shall instead refer issue and sell to the Lead Buyer, and such Lead Buyer severally, but not jointly, with any other Buyer, shall purchase from the Company, on the applicable Additional Closing. Immediately after each Closing Date (as defined below), one or more Additional Notes in the original principal amount as is set forth opposite such Buyer’s name in an updated Schedule of Buyers by such Buyers in connection with such Additional Closing Notice (each, an “Additional Closing”). Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below and the other terms and conditions set forth herein and in the other Transaction Documents, the Schedule Lead Buyer shall have the right but no obligation, exercisable by delivery by e-mail of Lenders attached a written notice to this Agreement will the Company (each, an “Additional Closing Notice”) to purchase, along with other Buyers identified by the Lead Buyer, and to require the Company to sell, an Additional Note or Additional Notes in the original principal amount to be amended, without the consent of any other Lender, to add to set forth opposite the names of such Buyers on an updated Schedule of Buyers delivered by such Buyers in connection with such Additional Closing Notice (each, an “Additional Note Amount”) at an Additional Closing. Each Additional Closing Notice shall specify (x) the New Lenders purchasing Notes proposed date and Warrants time of the Additional Closing (or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date,” and the Initial Closing Date and each Additional Closing Date, each, a “Closing Date”) and (y) the applicable Additional Note Amount of the Additional Note to be issued to such Buyer(s) at such Additional Closing. If the Lead Buyer has not elected to effect an Additional Closing as on or prior to February 21, 2028 (the “Lenders” hereunder Additional Closing Expiration Date”), the Lead Buyer shall have no further right to effect an Additional Closing hereunder. It is acknowledged and agreed that in connection with any Additional Closing (i) the proceeds from the sale of the Additional Notes shall be deposited into a new (or separate) cash account substantially similar to set forth the principal amount of each Note Cash Account (such new or separate cash account, an “Additional Cash Account”) and the Warrant purchase price Bitcoin purchased from such proceeds shall be maintained in a new (or separate) bitcoin escrow account substantially similar to the Bitcoin Escrow Account (such new or separate bitcoin escrow account, an “Additional Bitcoin Escrow Account”) and (ii) the Company, the New SPV Subsidiary each other applicable party shall enter into a new pledge agreement to address collateral matters relating to such tranche of Additional Notes subject to such Additional Closing (such pledge agreement, an “Additional Pledge Agreement”) and such other security documents that the Collateral Agent or the “Required Holders” for each New Lender under this Agreementsuch tranche of debt determine necessary or appropriate for such Additional Note tranche of debt. The Company will promptly furnish to initial sale of Notes and the sale of any Additional Notes shall rank pari passu with each Lender upon requestother such tranche of Notes issued hereunder. Absent the occurrence of a Major Event of Default (as defined in the Notes), a copy the payment obligations for the Initial Notes or any Additional Notes shall be satisfied solely from the Cash Account or Additional Cash Account and the Bitcoin Escrow Account or Additional Bitcoin Escrow Account established solely in connection with the issuance of such Initial Notes or such Additional Notes. For the Schedule avoidance of Lenders doubt, the Collateral described in the Pledge Agreement, the Cash Account and the Bitcoin Escrow Account shall serve as amended security solely with respect to the date of such requestNotes and other Securities issued to the Buyers at the Initial Closing.

Additional Closings. (a) Subject to the terms satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii) and conditions of this AgreementSections 6(b) and 7(b) below, at any time and from time to time from the date of on or after the Initial Closing and ending on October 15Date, 2012each Lead Buyer, severally, shall have the right, exercisable by delivery by e-mail of a written notice to the Company may(each, an “Additional Closing Notice”, and the date hereof, each an “Additional Closing Notice Date”) to purchase, and to require the Company to sell to such Lead Buyer, at one or more additional closings Additional Closings, (each i) up to the Maximum Additional Note Amount (less the aggregate principal amount of any Additional Notes issued to such Lead Buyer in any prior Additional Closing) (each, an “Additional Closing” Notes Amount”) and collectively (ii) an Additional Warrant to acquire up to such applicable Additional Warrant Share Amount of Additional Warrant Shares. Each Additional Closing Notice shall specify (A) the proposed date and time of the applicable Additional Closing (which, if unspecified in such Additional Closing Notice, shall be the second (2nd) Trading Day (as defined in the Warrants) after such Additional Closing Notice (or such other date as is mutually agreed to by the Company and each Lead Buyer)) (each, an “Additional Closing Date”, and together with the Initial ClosingClosing Date, each, a “ClosingClosing Date”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”B) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) Additional Notes to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender applicable Lead Buyer at such Additional Closing, become a party towhich amount shall not be less than $250,000, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to (C) the applicable Additional Closing. Immediately after each Warrant Shares Amount of Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names Warrant Shares issuable upon exercise of the New Lenders purchasing Notes and Additional Warrants to be issued to such Lead Buyer at such Additional Closing. If a Lead Buyer has not elected to effect an Additional Closing as “Lenders” hereunder and on or prior to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy twelve (12) month anniversary of the Schedule of Lenders Initial Closing Date (or such later date as amended the Required Holders (as defined below) may elect from time to time in writing to the date of Company, the “Additional Closing Expiration Date”), such requestLead Buyer shall have no further right to effect an Additional Closing hereunder.

Additional Closings. (a) Subject to If the terms and conditions full number of this AgreementSeries E Shares of the Company is not sold at the Closing, the Company shall have the right, at any time and from time to time from the date within one hundred twenty (120) days of the Initial Closing Date (the “Subsequent Closing Date”), to sell the remaining authorized but unissued shares of Series E Shares and ending on October 15, 2012, the Company may, at Warrants to purchase Common Stock to one or more additional closings (each an “Additional Closing” and collectively with purchasers as determined by the Initial ClosingCompany, a “Closing”), without obtaining the signature, consent or permission to any Investor hereunder who wishes to acquire additional shares of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes Series E Shares and Warrants pursuant to this Agreement under purchase Common Stock at the same price and on the terms and conditions as set forth in this Agreementherein, with provided that any such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will additional purchaser shall be required to execute counterpart signature pages to this Agreement, the Investors’ Rights Agreement and the Co-Sale Agreement (each New Lender as defined in Section 2.2), and such additional purchasers will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender pages and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closingprice, become a party parties to, and be bound by, this Agreement such agreements, each to the same extent as if such New Lender they had been a Lender Investors at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional initial Closing. Immediately after each Additional Closingadditional closing, the Schedule of Lenders attached Exhibit A to this Agreement will be amended, without amended to list the consent additional purchasers purchasing shares of any other Lender, Series E Shares and Warrants to add purchase Common Stock hereunder at each such additional closing. Any additional purchaser so acquiring shares of Series E Shares and Warrants to purchase Common Stock shall be considered an “Investor” for the names purposes of the New Lenders purchasing Notes Financing Documents (as defined below), and any Series E Shares so acquired by such additional purchaser shall be considered “Series E Shares” and any Warrants at to purchase Common Stock so acquired by such Additional Closing as additional purchaser shall be considered “LendersWarrants,” hereunder and to set forth together with the principal amount Series E Shares the “Shares”) for purposes of each Note this Agreement and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestall other agreements contemplated hereby.

Additional Closings. Section 2.1(b) is hereby amended in its entirety to read as follows: (a) Subject If less than all of the Shares are sold and issued at the Initial Closing, then, subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, may sell and issue at one or more additional subsequent closings (each an “Additional Closing” and collectively with the Initial Closingeach, a “Subsequent Closing”)) at any time after the Initial Closing but before December 31, without obtaining 2005, up to the signature, consent or permission of any balance of the Lender, offer unissued Shares to such persons or entities as may be approved by the Company. Any such sale and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under issuance in a Subsequent Closing shall be on the same terms and conditions as set forth in this Agreementthose contained herein, with and such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender willshall, upon execution and delivery by such New Lender to of the Company of such relevant signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party parties to, and be bound by, this Agreement, the Amended and Restated Investors’ Rights Agreement to in substantially the same extent form attached hereto as if such New Lender had been a Lender at Exhibit C (the Initial Closing. The obligation of “Rights Agreement”), the Company to sell and issue Notes and Warrants to New Lenders at each Additional ClosingVoting Agreement in substantially the form attached hereto as Exhibit D (the “Voting Agreement”), and the obligation Amended and Restated Right of First Refusal and Co-Sale Agreement in substantially the form attached hereto as Exhibit E (the “Right of First Refusal and Co-Sale Agreement,” and together with this Agreement, the Voting Agreement and the Rights Agreement, the “Agreements”), without the need for an amendment to any of the Agreements except to add such person’s or entity’s name to the appropriate exhibit to such Agreements, and shall have the rights and obligations hereunder and thereunder, in each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction case as of the date of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Subsequent Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants Each Subsequent Closing shall take place at such Additional Closing date, time and place as “Lenders” hereunder and to set forth shall be approved by the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestin its sole discretion.”

Additional Closings. (a) Subject to the terms Additional sales of Notes and conditions of this Agreement, Warrants not sold at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, may be made by the Company mayto the Additional Purchasers, if any, at one or more additional closings (each each, an “"Additional Closing” and collectively with the Initial Closing, a “Closing”"), without obtaining the signatureuntil October 1, consent or permission of any of the Lender2005, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, unless extended upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation agreement of the Company and the Purchasers. Each Additional Closing and the Initial Closing are collectively referred to sell as the "Closings" and issue Notes the date of each Additional Closing and Warrants the Initial Closing are collectively referred to New Lenders at as the "Closing Dates." At each Additional Closing, and the obligation of each New Lender at (i) each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders Purchaser purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder shall execute and deliver a Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a "Purchaser" hereunder, (ii) the Company shall issue and deliver to set forth each Additional Purchaser who purchases a Note and Warrant at such Additional Closing certificates representing the principal amount of the Notes and Warrants being purchased and at such Additional Closing by such Additional Purchaser against payment to the Company of an amount equal to the principal amount for the Note being purchased by such Additional Purchaser, and (iii) the Company shall cause EXHIBIT A hereto to be amended to include each Note Additional Purchaser and all corresponding information specified in each such Exhibit (the Warrant purchase price for each New Lender under this Agreement"Revised Exhibit"). The Purchase Price shall be paid directly to the Company, by wire transfer of immediately available funds. The Company will promptly furnish shall deliver the Revised Exhibit to each Lender upon requestPurchaser, within a copy of the Schedule of Lenders as amended to the date of such requestreasonable time period following each Additional Closing.

Additional Closings. (a) Subject At any time during the 180 day period following the Initial Closing, subject to the terms and conditions of this Agreement, at any time and from time to time from the date approval of the Initial Closing and ending on October 15, 2012Company’s Board of Directors (the “Board”), the Company may, at may sell in one or more additional closings (each each, an “Additional Closing” and collectively ”, and, together with the Initial Closing, each a “Closing”), without obtaining ) up to the signature, consent or permission of any balance of the Lender, offer and sell Shares not sold at the Initial Closing (the “Additional Shares”) to other investors, which may include one or more of the Lenders existing or new investors approved in writing by NuVasive, which approval shall not be unreasonably withheld (the “New LendersAdditional Purchasers”) Notes and Warrants ). The Company shall not issue the Additional Shares or any warrants, rights or other agreements of any kind for the acquisition of the Additional Shares, other than pursuant to this Agreement under Section 2.2. The sales made at any Additional Closing shall be made on the same terms and conditions as set forth in this Agreement; provided, with such Notes having an aggregate Principal Amount of no more than the difference of however, that (ia) the Maximum Funding Amount minus (ii) representations and warranties of the aggregate Principal Amount of all Notes previously sold hereunder. As Company set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. in Section 3 hereof (bsubject to an updated Schedule of Exceptions (as defined in Section 3 below)) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company shall speak as of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to (b) the same extent as if representations and warranties of Purchasers participating in any such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 Section 4 hereof shall speak as of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable such Additional Closing. Immediately after each Additional Closing, Any shares of the Schedule of Lenders attached Company’s Series B Preferred Stock sold pursuant to this Section 2.2 shall be deemed to be “Shares” for all purposes under this Agreement will and any purchasers thereof shall be amended, without the consent of any other Lender, deemed to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as be “LendersPurchasers” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender all purposes under this Agreement. The Schedule of Purchasers to this Agreement may be unilaterally amended by the Company will promptly furnish in connection with any Additional Closing to include any Additional Purchaser not listed thereon prior to any such Additional Closing, subject to such Additional Purchaser’s execution and delivery of a counterpart signature page hereto and to the Related Agreements (as defined in Section 3.1), and to reflect the Shares sold at such Additional Closing. Each Additional Closing shall take place on such date as is mutually agreed to by the Company and the Additional Purchasers participating in such Additional Closing (each Lender upon requestsuch date, together with the Initial Closing Date, a copy of the Schedule of Lenders as amended to the date of such request“Closing Date”).

Additional Closings. A. The Company shall, on closings to be held on June 1, 2001 and August 1, 2001 (a) Subject to the terms and conditions of this Agreementeach, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “"Additional Closing” and collectively with the Initial Closing, a “Closing”"), without obtaining the signature, consent or permission of any of the Lender, offer issue and sell to other investorseach of AOL, which may include one or more Aspen and Atlantis, and each of AOL, Aspen and Atlantis, severally but not jointly (except that the obligations hereunder of Aspen and Atlantis shall be joint and several as to such two entities), agrees to purchase from the Company, a number of Shares equal to the dollar amount with respect to such Additional Closing set forth opposite such Purchaser's name on Exhibit A hereto divided by the Stipulated Price. The obligations of the Lenders Company to sell, and of such Purchasers to purchase, such number of Shares at the Additional Closings are irrevocable and unconditional. If prior to any Additional Closing the Amended Certificate has been filed and accepted by the Delaware Secretary of State, then at such Additional Closing (i) the “New Lenders”) Notes Company shall sell to AOL, and Warrants pursuant to this Agreement under AOL shall buy from the same Company, Series B Preferred Stock, rather than Series D Preferred Stock, on the terms and conditions as set forth specified in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus and (ii) the aggregate Principal Amount Company shall sell to each of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company Aspen and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this AgreementAtlantis, and each New Lender willof Aspen and Atlantis shall buy from the Company, upon delivery by such New Lender to Series C Preferred Stock, rather than Series E Preferred Stock, on the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be terms specified in this Agreement. The Shares purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender Purchasers at each Additional Closing shall be referred to purchase a Note herein as the "Remaining Shares". B. Each Additional Closing shall be held at 10:00 a.m. local time at the offices of ▇▇▇▇▇ ▇▇▇▇▇ on the dates listed above, or at such other location, on such other dates and Warrantat such other times as may be mutually agreed upon by the Company, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 AOL, Aspen and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional ClosingAtlantis. Immediately after At each Additional Closing, the Schedule of Lenders attached Company will issue and deliver certificates evidencing the Remaining Shares to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants purchased at such Additional Closing as “Lenders” hereunder and to set forth against payment of the principal amount of each Note and the Warrant full purchase price for each New Lender under this Agreement. The Company will promptly furnish therefor by wire transfer of immediately available funds to each Lender upon request, a copy of an account designated by the Schedule of Lenders as amended to the date of such requestCompany.

Additional Closings. (a) Subject to If the terms and conditions aggregate principal amount of this Agreementthe Notes purchased at the First Closing is less than $15,960,000, then at any time and from time to time from on or before the date earlier of the Initial Closing and ending on October consummation of a Qualified Financing (as defined in the Notes) or March 15, 20122018 (the “Outside Date”), or such later date as is approved by the Investors holding at least 60% of the then-outstanding and unpaid principal and interest under all Notes (the “Requisite Investors”), the Company may, may sell up to the balance of the authorized Notes not sold at the First Closing in one or more additional closings (each such closing, an “Additional Closing” and collectively with each of the Initial First Closing and each Additional Closing, a “Closing”)) to First Closing Investors or such other “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act of 1933, without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders as amended (the “New LendersSecurities Act”)) as are acceptable to the Company and the Requisite Investors (“Eligible Additional Investors”); provided, however, that the participation by the eligible investors up to the amounts set forth on EXHIBIT C attached hereto shall be considered acceptable to the Company and the Requisite Investors. Each Eligible Additional Investor who elects to acquire Notes and Warrants pursuant at an Additional Closing shall become a party to this Agreement under by signing a counterpart signature page hereto (if such Eligible Additional Investor is not already a party hereto) and the same Schedule of Investors attached hereto shall be amended to reflect the amount each Eligible Additional Investor has agreed to lend the Company in the column entitled “Additional Closing Loan Amount” (each such amount and the First Closing Investors’ “First Closing Loan Amount,” a “Loan Amount”). All loans made at an Additional Closing shall be made on the terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount and the representations and warranties of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As Company set forth above, New Lenders may include persons or entities who are already Lenders in Section 3 hereof and the representations and warranties set forth in Section 4 hereof of the Investors participating in such Additional Closing shall speak as of the date of such Additional Closing. Any Notes issued pursuant to this Section 1(b) shall be deemed to be “Notes” for all purposes under this Agreement and any Eligible Additional Investor signing a counterpart signature page to this Agreement shall be deemed to be an “Investor” for all purposes under this Agreement. (b) The Company and . On each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages Date (as defined below), each Eligible Additional Investor electing to this Agreement, and each New Lender will, upon delivery by participate in such New Lender Additional Closing (the “Additional Closing Investors”) shall lend to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to the amount set forth opposite its name under the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of column entitled “Additional Closing Loan Amount” on the Schedule of Lenders Investors attached hereto (as may be amended to as described above) against the date issuance and delivery by the Company of a Note for such requestLoan Amount.

Additional Closings. (a) Subject to After the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012First Subsequent Closing, the Company maymay sell, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under on the same terms and conditions as set forth those contained in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of up to (i) an aggregate of 2,800,000 shares (less any shares of Series C Preferred Stock sold in the Maximum Funding Amount minus Previous Closings and the First Subsequent Closing, as well as shares to be sold in the Second Tranche Closing (as defined below) and subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series C Preferred Stock (the “Additional Shares”), and (ii) up to the aggregate Principal Amount balance of all Notes previously sold hereunder. As set forth unissued Common Warrants in accordance with Section 1.1(c) above, New Lenders may include to existing holders of Preferred Stock or to such other persons or entities who are already Lenders under this Agreement. as may be approved by the Company in its sole discretion (bthe “Additional Purchasers”); provided that (i) The Company such subsequent sale is consummated on or before September 30, 2018, and (ii) each New Lender purchasing one or more Notes at an Additional Closing will execute Purchaser shall become a party to the Transaction Agreements (as defined below) by executing and delivering a counterpart signature pages page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated periodically to reflect the number of Additional Shares purchased at each such Closing and the number of Common Warrant Shares underlying the Common Warrants issued at each such Closing and the parties purchasing such Additional Shares and being issued Common Warrants, if applicable. Each Additional Purchaser that purchases Additional Shares pursuant to this Section 1.3 shall be considered a “Purchaser” for purposes of this Agreement, and each New Lender will, upon delivery by any Additional Shares purchased pursuant to this Section 1.3 shall be considered “Stock” for purposes of this Agreement and all other agreements contemplated hereby. Each additional Closing shall be held at the Closing Location or at such New Lender to other place as the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestPurchaser may agree either in writing or orally.

Additional Closings. (a) Subject Prior to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012Date, the Company mayParties shall agree on modifications to the transaction structure as defined in this Agreement to ensure that the Alliance Agreements (or equivalent arrangements) shall continue in each Designated Country until the Requisite Competition Law Approvals have been obtained in such Designated Country(ies) in accordance with the agreed-upon principles set forth on Schedule 8.10 attached hereto (the “Modified Designated Country Structure”). After the Initial Closing Date, at one and until [*], the Parties shall continue to diligently seek the Requisite Competition Law Approvals in the Designated Countries (and in accordance with Section 8.1). If the Parties obtain any Requisite Competition Law Approvals in respect of a Designated Country after the Initial Closing Date, and on or more additional closings before [*], then the transactions contemplated hereby in respect of such Designated Country shall close on the last day of the quarter during which such Requisite Competition Law Approvals are obtained (each such closing, an “Additional Closing” ”). From and collectively after each Additional Closing with respect to a Designated Country, the Parties’ governance, economic and other contractual rights in respect of such country shall be those contemplated under this Agreement as if the Additional Closing for such country had occurred on the Initial ClosingClosing Date; provided, a “Closing”)however, without obtaining taking into account payments made and/or received until such Additional Closing by BMS or its Affiliates under the signatureModified Designated Country Structure in respect of such country, consent or permission of any of on [*], the LenderParties shall (to the extent permitted by applicable laws) pay such amounts to each other so that the overall economic effect for BMS and its Affiliates, offer and sell to other investorscollectively, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to contemplated under this Agreement under in respect of such country shall be as if such Additional Closing had occurred on the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than Initial Closing Date. The Parties shall exchange any information needed to implement the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunderModified Designated Country Structure. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement.* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (b) The Company and each New Lender purchasing one or more Notes at an No Additional Closing shall occur with respect to any Designated Country for which the Requisite Competition Law Approvals have not been obtained on or by [*]. With respect to any such Designated Country for which the Requisite Competition Law Approvals have not been obtained on or by [*], from and after [*], the Modified Designated Country Structure will execute counterpart signature pages remain in effect with respect to such country (each such country, an “Excluded Country”) until the Termination Date unless and until otherwise agreed by the Parties pursuant to good faith negotiations requested by either Party to review and amend the Modified Designated Country Structure given the restructurings described in this AgreementAgreement for JVA, JVB and USIrbeJV. At the end of each calendar year following [*], and taking into account payments made and/or received during such calendar year by BMS or its Affiliates under the Modified Designated Country Structure in respect of each New Lender willExcluded Country, upon delivery by such New Lender the Parties (to the Company extent permitted by applicable laws) shall pay such amounts to each other so that the overall economic effect for BMS and its Affiliates, collectively, contemplated under this Agreement in respect of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to Excluded Country shall be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender Additional Closing had been a Lender at occurred on the Initial ClosingClosing Date. The obligation of Parties shall exchange any information needed to implement the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestModified Designated Country Structure.

Additional Closings. (a) Subject to On the terms and conditions of this Agreement, at any time and from time subject to time from the date satisfaction or waiver of the Initial conditions to any Additional Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with each closing of the issuance, sale and purchase of the Delayed Draw Shares and, if any, the Top Up Shares to be issued at such Notes having Additional Closing (each, an aggregate Principal Amount “Additional Closing” and, collectively, the “Additional Closings”) shall take place remotely via the exchange of no more than final documents and signature pages, on the difference later of (i) the Maximum Funding Amount minus third (ii3rd) the aggregate Principal Amount of Business Day after all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except Article V have been satisfied or waived (other than those conditions that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 by their nature are to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each be satisfied at such Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add but subject to the names satisfaction or waiver of those conditions at such time) and (ii) the New Lenders purchasing Notes tenth (10th) Business Day after which the Company provides written notice to the Purchaser that the Company is exercising its option to sell Delayed Draw Shares pursuant to Section 1.1(c) and Warrants at the number of Delayed Draw Shares the Company intends to sell in such Additional Closing (such written notice an “Exercise Notice”), or such other time and place as “Lenders” hereunder and to set forth the principal amount of each Note Company and the Warrant Purchaser may agree. An “Additional Closing Date” means each such date on which an Additional Closing is to occur. Exercise Notices in respect of an Additional Closing may only be delivered by the Company to the Purchaser on or prior to the Exercise Expiration Date and may not be revoked without the written consent of the Purchaser. At an Additional Closing, upon receipt by the Company of payment of the full purchase price for each New Lender under this Agreement. The to be paid at the Additional Closing therefor by or on behalf of such Purchaser to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, the Company will promptly furnish deliver to each Lender upon request, a copy the Purchaser evidence reasonably satisfactory to the Purchaser of the Schedule issuance of Lenders as amended the Delayed Draw Shares and, if any, the Top Up Shares, to be issued in connection with such Additional Closing in the date name of such requestthe Purchaser in book entry form on the books of the Company’s transfer agent.

Additional Closings. Within 60 days following the Initial Closing, the Company may offer Additional Closing Securities to any other Persons as may be approved by the Company (a) Subject the “Other Investors”). Any Other Investor who commits to the terms and conditions of purchase Additional Closing Securities shall execute an Additional Purchaser signature page to this Agreement, at any time in substantially the form attached hereto as Exhibit E, and from time shall thereafter be bound to time from this Agreement as an Additional Purchaser, and Annex II attached hereto shall be updated to include the date principal amount of Additional Closing Securities that each Additional Purchaser has committed to purchasing. The purchase and sale of the Initial Additional Closing and ending on October 15, 2012, Securities to the Company may, Additional Purchasers shall take place at one or more additional closings (each an “Additional Closing” and collectively and, together with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New LendersClosings”) Notes to be held on the date and Warrants pursuant to this Agreement under at such location as the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company Purchasers of such signature pages, and the payment by such New Lender to the Company of the a majority in principal amount of the Note(s) Additional Notes to be purchased by issued at such New Lender and Additional Closing shall mutually agree (the purchase price for date of each such Additional Closing, an “Additional Closing Date”). At each Additional Closing, the Warrant(s) Company shall deliver to be acquired by such New Lender each Additional Purchaser purchasing Additional Closing Securities at such Additional Closing, become a party toan Additional Note and Additional Warrant, and bound by, this Agreement to the same extent each registered in such name or names as if each such New Lender had been a Lender at the Initial ClosingAdditional Purchaser may designate. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at On each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth thereinDate, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Purchaser purchasing Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants Closing Securities at such Additional Closing as “Lenders” hereunder and shall pay to the Company an amount equal to the purchase price set forth opposite such Additional Purchaser’s name on Annex II with respect to such Additional Closing (payable by wire transfer in same day funds to an account specified by the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestin writing).

Additional Closings. (a) Subject The obligation of each Buyer hereunder to purchase its Additional Notes and Warrants at each Additional Closing is subject to the terms satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and conditions of this Agreement, may be waived by such Buyer at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, in its sole discretion by providing the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of prior written notice thereof: (i) No Event of Default (as defined in the Maximum Funding Amount minus Notes) has occurred and no circumstance or event exists or has occurred that, with or without the passage of time, could reasonably be expected to result in an Event of Default. (ii) The Company and each Subsidiary (as the aggregate Principal Amount of all Notes previously sold hereunder. As case may be) shall have duly executed and delivered to such Buyer the Additional Note (in such original principal amount as is set forth aboveacross from such Buyer’s name in column (3) on the Schedule of Buyers (Additional Closing)) and the related Warrants, New Lenders may include persons or entities who are already Lenders under in each case, being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (biii) Such Buyer shall have received the opinion of Cozen ▇’▇▇▇▇▇▇, the Company’s counsel, dated as of such Additional Closing Date, in the form previously provided to the Company. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the Company’s jurisdiction of incorporation within ten (10) days of such Additional Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation or formation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation or formation within ten (10) days of such Additional Closing Date. (viii) The Company and each New Lender purchasing one or more Notes at an Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of such Additional Closing will execute counterpart signature pages Date, as to this Agreement, (i) the resolutions consistent with Section 3(b) as adopted by the Company’s and each New Lender willSubsidiary’s board of directors in a form reasonably acceptable to such Buyer, upon delivery by such New Lender to (ii) the Articles of Incorporation of the Company of such signature pages, and the payment by such New Lender to organizational documents of each Subsidiary and (iii) the Bylaws of the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender bylaws of each Subsidiary, each as in effect at such Additional Closing, become a party to, . (ix) Each and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation every representation and warranty of the Company shall be true and correct as of the date when made and as of such Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to sell be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and issue Notes and Warrants as to New Lenders at each such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on such Additional Closing Date immediately prior to such Additional Closing. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, and the obligation as of each New Lender at each such Additional Closing to purchase a Note and WarrantDate, by the SEC or the Principal Market from trading on the Principal Market nor shall each be subject to satisfaction suspension by the SEC or the Principal Market have been threatened, except as disclosed in the SEC Documents, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the applicable conditions set forth in Sections 2.3 Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and 2.4 approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) Since the date of execution of this Agreement, except no event or series of events shall have occurred that unless otherwise set forth therein, each reference reasonably would have or result in Section 2.3 and 2.4 a Material Adverse Effect. (xv) No event or circumstance shall exist or have occurred with respect to the “Closing” Company or any of its Subsidiaries such that such Buyer shall instead refer believe in its good faith discretion that the prospect of payment of all or any part of any Indebtedness owed to such Buyer by the Company and/or any of its Subsidiaries (including, without limitation, under any of the Notes (whether then outstanding or to be issued) or any of the April Notes) is impaired or is unlikely to occur. (xvi) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to transactions contemplated by this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at as such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such Buyer or its counsel may reasonably request.

Additional Closings. (a) Subject to the terms and conditions satisfaction (or waiver) of this Agreementthe Additional Mandatory Notice Conditions (as defined below), at any time after the later of (x) the Stockholder Approval Date and from time to time from (y) the date no Initial Notes remain outstanding, the Company may deliver a written notice, (the “Additional Mandatory Closing Notice”, and the date of the Initial such applicable Additional Mandatory Closing and ending on October 15Notice, 2012each, the Company may, at one or more additional closings (each an “Additional Closing” Mandatory Closing Notice Date”) to all, but not less than all, of the Buyers, executed by the chief executive officer or chief financial officer of the Company, (A) validly certifying that (I) no Equity Conditions Failure (as defined in the Notes) exists as of such as of such Additional Mandatory Closing Notice Date, (II) the Company has satisfied the Additional Closing Price Condition (as defined below), the Additional Closing Volume Condition (as defined below), and collectively with the Initial ClosingAdditional Closing Maximum Indebtedness Condition (as defined below), a as of such as of such Additional Mandatory Closing Notice Date, and (III) no Event of Default (as defined in the Notes) has occurred (regardless of whether such Event of Default has been cured) as of such as of such Additional Mandatory Closing Notice Date (collectively, the “ClosingAdditional Mandatory Notice Conditions”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”B) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) confirming the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) Additional Notes to be purchased by such New Lender and Buyer (which, together with the purchase price for the Warrant(s) to be acquired by such New Lender aggregate principal amount of any Additional Notes issued at such any prior Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and WarrantClosings, shall each be subject to satisfaction of not exceed the applicable conditions maximum aggregate principal amount as set forth opposite such Buyer’s name in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, column (4) on the Schedule of Lenders attached Buyers), and (C) setting forth the proposed Additional Closing Date, which shall be the second (2nd) Trading Day after such Additional Mandatory Closing Notice (or such other date as is mutually agreed to this Agreement will by the Company and each Buyer, the “Additional Mandatory Closing Date,” and together with each other Additional Mandatory Closing Date, each, an “Additional Closing Date”, and together with the Initial Closing Date, each a “Closing Date”). The Additional Mandatory Closing Notice shall be amendedirrevocable. For the avoidance of doubt, without the consent Buyers shall not be required to consummate any Additional Closing if on the Additional Closing Date either (I) an Equity Conditions Failure exists, (II) an Event of Default has occurred, or (III) the Company fails to meet the Additional Closing Price Condition, the Additional Closing Volume Condition, the Additional Closing Maximum Indebtedness Condition, or any other LenderAdditional Mandatory Notice Condition or Additional Closing Condition, as applicable. If the Company has not elected to add effect an Additional Closing on or prior to the names of eighteen month anniversary after the New Lenders purchasing Notes and Warrants at such Initial Closing Date (the “Additional Mandatory Closing Expiration Date”), the Company shall have no further right to effect an Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requesthereunder.

Additional Closings. (a) Subject to The Company shall have the terms and conditions of this Agreementright, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more occasions, to hold additional closings (each each, an “Additional Closing” ”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), without obtaining pursuant to which it shall have the signature, consent or permission of any of the Lender, offer right to issue and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) additional Notes and Warrants pursuant to this Agreement under additional Investors or existing Investors and to exchange Existing Notes and Warrants (provided that no Additional Closings shall take place later than January 31, 2011). At each Additional Closing, the same terms Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for such Note, and conditions as set forth a Warrant to purchase a number of shares of Common Stock corresponding to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of such Note, against receipt of a check subject to collection or a wire transfer in this Agreementimmediately available funds of the purchase price, to an account designated by the Company. At each Additional Closing, the Company shall deliver to each Investor exchanging Securities for Existing Notes and Existing Warrants at such closing a Note in the face amount corresponding to the principal amount plus accrued and unpaid interest with respect to such Existing Notes, and a Warrant to purchase a number of shares of Common Stock corresponding to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of such new Note, against receipt of the certificate(s) representing the Existing Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunderand Existing Warrants subject to such Exchange. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes By receiving Securities at an Additional Closing will execute counterpart signature pages Closing, each Investor so receiving Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes and Warrants to be delivered at a Closing is, and each New Lender will, upon delivery unless waived by such New Lender Investor, subject to the Company condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial ClosingClosing date. The obligation of the Company to sell and issue Notes and Warrants to New Lenders be delivered at each Additional Closinga Closing is, and unless waived by the obligation of each New Lender at each Additional Closing to purchase a Note and WarrantCompany, shall each be subject to satisfaction the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestDate.

Additional Closings. (a) Subject At any time following the Closing, the Issuer may sell such additional Securities as it deems appropriate in its sole discretion up to the terms and conditions aggregate amount of this AgreementSecurities referred to in the Recitals to any additional investor or investors (each, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, an “Additional Investor”) at one or more additional closings closing(s) pursuant to this Agreement that occur within 90 days of the Closing (each each, an “Additional Closing” and collectively with the Initial ”). With respect to each Additional Closing, a “Closing”)the Issuer, without obtaining the signature, consent or permission Investors and each Additional Investor agree that: (i) the sale and purchase of any of Securities at such Additional Closing shall be made on the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus ; (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement each Additional Investor participating in such Additional Closing shall pay to the same extent as if Issuer, by wire transfer of immediately available funds to an account designated in writing by the Issuer, the Purchase Price for the Shares and Warrant being purchased by such New Lender had been a Lender Additional Investor hereunder; (iii) at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each such Additional Closing, the Issuer shall issue to each such Additional Investor the Shares being purchased by the Additional Investor hereunder and shall deliver or cause to be delivered to such Additional Investor a certificate or certificates representing such Shares and a Warrant duly registered in the name of such Additional Investor, as specified on such Additional Investor’s counterpart signature page hereto; (iv) the representations and warranties of the Issuer set forth in Article 3 shall speak only as of the Additional Closing and the Issuer shall be obligated to update any such representation or warranty, or any disclosure set forth in the Disclosure Schedule (as defined in Article 3) relating to such representation or warranty, based on events occurring following the Closing; and (v) the representations and warranties of Lenders attached the Additional Investor set forth in Article 4 shall speak as of such Additional Closing. In connection with the foregoing, notwithstanding anything to the contrary set forth herein, this Agreement will may be amended, amended by the Issuer without the consent of the Investors solely to include any other Lender, to add to Additional Investor as a party hereto upon the names of the New Lenders purchasing Notes and Warrants at execution by such Additional Closing as Investor of a counterpart signature page hereto, and upon any such execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an “LendersInvestor” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender all purposes under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.

Additional Closings. (a) Subject The obligation of each Buyer hereunder to purchase Additional Notes at each Additional Closing is subject to the terms satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and conditions of this Agreement, may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to Gramercy Funds Management LLC on behalf of such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Priority Notes (allocated in up to such principal amounts as is set forth opposite such Buyer's name in column (3)(b) of the Schedule of Buyers) being purchased by such Buyer at such Additional Closing and (C) the Additional Parity Notes (allocated in up to such principal amounts as is set forth opposite such Buyer's name in column (4)(b) of the Schedule of Buyers) being purchased by such Buyer at such Additional Closing. (ii) Such Buyer shall have received the opinion of (i) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, the Company's outside Canadian counsel, dated as of the applicable Additional Closing Date, in substantially the form of Exhibit E-1 attached hereto, (ii) ▇▇▇▇▇▇ & Whitney LLP, the Company's outside United States counsel, dated as of the applicable Additional Closing Date, in substantially the form of Exhibit E-2 attached hereto, (iii) Djunga & Risasi, the Company's outside DRC counsel, dated as of the applicable Additional Closing Date, in substantially the form of Exhibit E-3 attached hereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the Company's outside Barbados counsel, dated as of the applicable Additional Closing Date, in substantially the form of Exhibit E-4 attached hereto. (iii) The Company shall have delivered to such Buyer a certificate of compliance with the CBCA of the Company, and (ii) evidence of the absence of a default of the Company's reporting issuer status, and each Subsidiary shall have delivered to such Buyer a certificate evidencing the formation and status of such Subsidiary in such Subsidiary's jurisdiction of formation issued by the applicable Ministry or governmental department (or comparable office) of such jurisdiction, as of a date within ten (10) days of the applicable Additional Closing Date. (iv) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign corporation (if applicable) and good standing issued by the applicable Ministry or governmental department (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the applicable Additional Closing Date. (v) The Company shall have delivered to such Buyer certified copy of the articles, bylaws and other constating documents of the Company and each of its Subsidiaries as certified by the applicable Ministry or governmental department (or equivalent) in the applicable jurisdiction of incorporation within ten (10) days of the applicable Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and the Subsidiaries, as applicable, and dated as of the applicable Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' board of directors in a form reasonably acceptable to such Buyer, (ii) the articles, bylaws and other constating documents of the Company and each of its Subsidiaries and (iii) incumbency, in the form attached hereto as Exhibit F. (vii) The representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the applicable Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the applicable Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (viii) The Common Shares (I) shall be designated for quotation or listed on the Principal Markets and (II) shall not have been suspended, as of the applicable Additional Closing Date, by the SEC, the CSA or the Principal Markets from time trading on either Principal Market nor shall suspension by the SEC, the CSA or either Principal Market have been threatened, as of the applicable Additional Closing Date, either (A) in writing by the SEC, the CSA or either Principal Market or (B) by falling below the minimum listing maintenance requirements of either Principal Market. The approval of the Principal Markets for the issuance of the Securities contemplated hereby and conditional listing of the Warrant Shares shall have been obtained. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (x) Each of the Company's Subsidiaries (other than those incorporated in Barbados) shall have executed and delivered to time such Buyer the Guarantee Agreement. (xi) Solely with respect to the Additional Parity Closing, the Parity Debt Representative shall have received certified copies of searches disclosing all financing statements (or equivalents) under or pursuant to the Personal Property Security Act and such comparable legislation in Barbados and the Democratic Republic of Congo evidencing the perfection of security interests purported to be created by the Collateral Documents in favor of the Collateral Agent for the benefit of the Parity Lien Secured Parties to secure the obligations under the Additional Parity Notes, being Parity Lien Obligations. (xii) Solely with respect to each Additional Priority Closing, the Priority Debt Representative shall have received certified copies of searches disclosing all financing statements (or equivalents) under or pursuant to the Personal Property Security Act and such comparable legislation in Barbados and the Democratic Republic of Congo evidencing the perfection of security interests purported to be created by the Collateral Documents in favor of the Collateral Agent for the benefit of the Priority Lien Secured Parties to secure the obligations under the Additional Priority Notes, being Priority Lien Obligations. (xiii) Solely with respect to each Additional Priority Closing, the Priority Debt Representative shall have received copies of the executed Collateral Trust Agreement and all Collateral Documents creating a Priority Lien on the collateral secured thereby. (xiv) Solely with respect to the Additional Parity Closing, the Parity Debt Representative shall have received copies of the executed Collateral Trust Agreement and all Collateral Documents creating a Parity Lien on the collateral secured thereby. (xv) Solely with respect to each Additional Priority Closing, the Company shall have taken all steps under the Collateral Trust Agreement to designate the Additional Priority Notes as Priority Lien Debt and to ensure that such Priority Lien Debt is secured by a Priority Lien on a pari passu basis with all previously existing Priority Lien Debt. (xvi) Solely with respect to each Additional Parity Closing, the Company shall have taken all steps under the Collateral Trust Agreement to designate the Additional Parity Notes as Parity Lien Debt and to ensure that such Parity Lien Debt is secured by a Parity Lien on a pari passu basis with all previously existing Parity Lien Debt. (xvii) Neither the Company nor any of its Subsidiaries shall have received any notice (whether written or oral) from the date Ministry of Mines in the DRC or any other DRC State, whether pursuant to any ongoing or proposed title review proceedings with the DRC State or otherwise, which in the opinion of such Buyer, withdraws or purports to withdraw any benefits currently held by the Company pursuant to its mining convention with the DRC State (including with regard to exemptions granted to the Company under the taxation laws, import and export laws and royalty laws under the terms of such convention). (xviii) No Event of Default (as defined in the Initial Notes) shall have occurred. (xix) No Material Adverse Effect shall have occurred. (xx) Since the Initial Closing and ending on October 15Date, 2012there has not been any stoppages to gold production for more than three (3) consecutive days at any of the following mines or circuits: 1) the Twangiza mine, 2) the Company mayNamoya CIL / Gravity circuit or 3) the Namoya Heap ▇▇▇▇▇ circuit, at one except for stoppages in connection with planned maintenance or more additional closings upgrades that have been publicly announced prior to such events, which production stoppages shall not exceed the number of days previously publicly announced. (each an “Additional Closing” and collectively with xxi) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Initial Closing, a “Closing”), without obtaining matters contemplated hereby which prohibits the signature, consent or permission consummation of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under transactions contemplated by this Agreement. (bxxii) Solely with respect to the Additional Parity Closing, neither the Company nor any Subsidiary shall have entered into a Gold Streaming Transaction (as defined in the Notes). (xxiii) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages shall have delivered to this Agreement, and each New Lender will, upon delivery by such New Lender Buyer such other documents relating to the Company of such signature pages, and the payment transactions contemplated by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such Buyer or its counsel may reasonably request.

Additional Closings. (a) Subject to the terms satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii) and conditions of this AgreementSections 6(b) and 7(b) below, at any time and from time to time from the date of on or after the Initial Closing and ending on October 15Date, 2012each Buyer, severally, shall have the right, exercisable by delivery by e-mail of a written notice to the Company may(each, an “Additional Closing Notice”, and the date hereof, each an “Additional Closing Notice Date”) to purchase, and to require the Company to sell to such Buyer, at one or more additional closings Additional Closings, up to such aggregate principal amount of such Additional Notes as set forth opposite its name in column (each 4) on the Schedule of Buyers (less the aggregate principal amount of any Additional Notes issued in any prior Additional Closing) (each, an “Additional Closing” Notes Amount”). Each Additional Closing Notice shall specify (A) the proposed date and collectively with time of the Initial ClosingAdditional Closing (which, a if unspecified in such Additional Closing Notice, shall be the second (2nd) Trading Day after such Additional Closing Notice (or such other date as is mutually agreed to by the Company and each Buyer)) (each, an “ClosingAdditional Closing Date”), without obtaining and (B) the signature, consent or permission of any applicable Additional Notes Amount of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Additional Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by issued to such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender Buyer at such Additional Closing, become . If a party to, and bound by, this Agreement Buyer has not elected to effect an Additional Closing on or prior to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation twenty-four month anniversary of the Company Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement (as defined in the Registration Rights Agreement) (or such later date as the Required Holders (as defined below) may elect from time to sell and issue Notes and Warrants time in writing to New Lenders at each Additional Closingthe Company, and the obligation of each New Lender at each “Additional Closing Expiration Date”), such Buyer shall have no further right to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such effect an Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requesthereunder.

Additional Closings. (a) Subject to the terms From and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with after the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any Company shall have the right to sell up to the balance of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) remaining Notes and Warrants pursuant to this Agreement under at one or more additional closings occurring within 30 days of the same terms Initial Closing Date (each, an “Additional Closing”), and conditions to add additional entities and persons as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement“Investors” hereunder and as parties hereto. (b) The Company and each New Lender purchasing one or more Notes at Upon the election of any Investor within the three-year period immediately following the Initial Closing, any Investor may purchase an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of additional Note in the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 equal to the “Option Principal Amount” set forth opposite such Investor’s name on Exhibit A and an additional Warrant with an aggregate exercise price equal to such Investor’s Option Principal Amount. Any such optional sale and issuance (each, an “Option Closing” ”) must take place on or before the three-year anniversary of the Initial Closing (the date of any such Closing, an “Option Closing Date”). (c) The aggregate principal amount of Notes issued in any Additional Closings that are not Option Closings shall instead refer not exceed the amount equal to the applicable difference of $2,500,000 minus the aggregate principal amount of Notes sold by the Company in the Initial Closing and all previous Additional ClosingClosings (the “Remaining Principal Amount”). Immediately after each Each Additional ClosingClosing shall take place at the offices of DLA Piper LLP (US), 4▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, on a date or dates determined by the Schedule of Lenders attached to this Agreement will be amended, without Company and the consent of any other Lender, to add to the names of the New Lenders Investors purchasing additional Notes and Warrants at such Additional Closing as (each such date, an “LendersAdditional Closing Date”). Any Notes and Warrants issued pursuant to this Section 1.4 shall be deemed to be “Notes” hereunder and to set forth the principal amount of each Note and the Warrant purchase price “Warrants,” respectively, for each New Lender all purposes under this Agreement. The Initial Closing, each Option Closing and each Additional Closing shall constitute and be treated as a “Closing” hereunder, and the Initial Closing Date, each Option Closing Date and each Additional Closing Date shall constitute and be treated as a “Closing Date” hereunder. At the Initial Closing, each Option Closing and each Additional Closing, the Company will promptly furnish shall deliver to the Investors participating in such Closing the Notes and the Warrants, each Lender upon requestregistered in the name of such Investors, a copy against payment to the Company of the Schedule of Lenders as amended to the date of such requestpurchase price therefor.

Additional Closings. (a) Subject to the terms satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii) and conditions of this AgreementSections 6(b) and 7(b) below, at any time and from time to time from the date of on or after the Initial Closing and ending on October 15Date, 2012each Buyer, severally, shall have the right, exercisable by delivery by e-mail of a written notice to the Company may(each, an “Additional Closing Notice”, and the date hereof, each an “Additional Closing Notice Date”) to purchase, and to require the Company to sell to such Buyer, at one or more additional closings Additional Closings, up to such aggregate principal amount of such Additional Notes as set forth opposite its name in column (each 4) on the Schedule of Buyers (less the aggregate principal amount of any Additional Notes issued in any prior Additional Closing) (each, an “Additional Closing” Notes Amount”). Each Additional Closing Notice shall specify (A) the proposed date and collectively with time of the Initial ClosingAdditional Closing (which, a if unspecified in such Additional Closing Notice, shall be the second (2nd) Trading Day (as defined below) after such Additional Closing Notice (or such other date as is mutually agreed to by the Company and each Buyer)) (each, an “ClosingAdditional Closing Date”), without obtaining and (B) the signature, consent or permission of any applicable Additional Notes Amount of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Additional Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by issued to such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender Buyer at such Additional Closing, become . If a party to, and bound by, this Agreement Buyer has not elected to effect an Additional Closing on or prior to the same extent as if such New Lender had been a Lender at seventy-two (72) month anniversary of the Initial Closing. The obligation of Closing Date (or such later date as the Company Required Holders (as defined below) may elect from time to sell and issue Notes and Warrants time in writing to New Lenders at each Additional Closingthe Company, and the obligation of each New Lender at each “Additional Closing Expiration Date”), such Buyer shall have no further right to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such effect an Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requesthereunder.

Additional Closings. (a) Subject to the terms From and conditions of this Agreement, at any time and from time to time from the date of after the Initial Closing and ending on October 15, 2012Closing, the Company may, shall have the right to sell up to the balance of the remaining Shares and Warrants pursuant to this Agreement at one or more additional closings occurring within 30 days of the Initial Closing Date (each each, an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining and to add additional entities and persons as “Investors” hereunder and as parties hereto. No Investor in the signature, consent or permission of any of Initial Closing is obligated to purchase Shares in the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this AgreementAdditional Closing. (b) The aggregate number of Shares issued in any Closings shall not exceed 7,142,857 Shares and the aggregate number of shares issuable upon exercise of Warrants issued in any Closings shall not exceed 800,000 shares. Each Additional Closing shall take place at the offices of DLA Piper LLP (US), ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, on a date or dates determined by the Company and each New Lender the Investors purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes additional Shares and Warrants at such Additional Closing (each such date, an “Additional Closing Date”). Any Shares and Warrants issued pursuant to this Section 1.4 shall be deemed to be “Shares” and “Warrants,” respectively, for all purposes under this Agreement and at the same per share Purchase Price. The Initial Closing and each Additional Closing shall constitute and be treated as a “LendersClosing” hereunder and to set forth the principal amount of each Note hereunder, and the Warrant Initial Closing Date and each Additional Closing Date shall constitute and be treated as a “Closing Date” hereunder. At the Initial Closing and each Additional Closing, the Company shall issue and deliver to the Investors participating in such Closing the Shares and the Warrants, each registered in the name of such Investors, against payment to the Company of the purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requesttherefor.

Additional Closings. (a) Subject to the terms and conditions of this Agreement, at At any time and from time to time from following the date of the Initial Closing and ending on October 15, 2012Closing, the Company mayIssuer may sell such additional Securities as it deems appropriate in its sole discretion to any additional investor or investors (each, an "ADDITIONAL INVESTOR") at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”closing(s) Notes and Warrants pursuant to this Agreement under (each, an "ADDITIONAL CLOSING"). With respect to each Additional Closing, the same Issuer, the Investors and each Additional Investor agree that: (i) the sale and purchase of Securities at such Additional Closing shall be made on the terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus ; (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement each Additional Investor participating in such Additional Closing shall pay to the same extent as if Issuer, by wire transfer of immediately available funds to an account designated in writing by the Issuer, the Purchase Price for the Shares and Warrant being purchased by such New Lender had been a Lender Additional Investor hereunder; (iii) at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each such Additional Closing, the Issuer shall issue to each such Additional Investor the Shares being purchased by the Additional Investor hereunder and shall deliver or cause to be delivered to such Additional Investor a certificate or certificates representing such Shares and a Warrant duly registered in the name of such Additional Investor, as specified on such Additional Investor's counterpart signature page hereto; (iv) the representations and warranties of the Issuer set forth in SECTION 3 shall speak only as of the Closing and the Issuer shall have no obligation to update any such representation or warranty, or any disclosure set forth in the Disclosure Schedule (as defined below) relating to such representation or warranty, based on events occurring following the Closing; and (v) the representations and warranties of Lenders attached the Additional Investor set forth in SECTION 4 shall speak as of such Additional Closing. In connection with the foregoing, notwithstanding anything to the contrary set forth herein, this Agreement will may be amended, amended by the Issuer without the consent of the Investors to include any other Lender, to add to Additional Investor as a party hereto upon the names of the New Lenders purchasing Notes and Warrants at execution by such Additional Closing as “Lenders” hereunder Investor of a counterpart signature page hereto, and upon any such execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to set forth the principal amount of each Note and the Warrant purchase price be an "Investor" for each New Lender all purposes under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.

Additional Closings. (a) Subject to the terms satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii) and conditions of this AgreementSections 6(b) and 7(b) below, at any time and from time to time from the date of on or after the Initial Closing and ending on October 15Date, 2012each Buyer, severally, shall have the right, exercisable by delivery by e-mail of a written notice to the Company may(each, an “Additional Closing Notice”, and the date hereof, each an “Additional Closing Notice Date”) to purchase, and to require the Company to sell to such Buyer, at one or more additional closings Additional Closings, up to such aggregate number of such Additional Series D Preferred Shares as set forth opposite its name in column (each 4) on the Schedule of Buyers (less the aggregate number of any Additional Series D Preferred Shares issued in any prior Additional Closing) (each, an “Additional Closing” Preferred Shares Amount”). Each Additional Closing Notice shall specify (A) the proposed date and collectively with time of the Initial ClosingAdditional Closing (which, a if unspecified in such Additional Closing Notice, shall be the second (2nd) Trading Day (as defined below) after such Additional Closing Notice (or such other date as is mutually agreed to by the Company and each Buyer)) (each, an “ClosingAdditional Closing Date”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (iB) the Maximum Funding applicable Additional Preferred Shares Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by issued to such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender Buyer at such Additional Closing, become . If a party to, and bound by, this Agreement Buyer has not elected to effect an Additional Closing on or prior to the same extent as if such New Lender had been a Lender at twenty-four (24) month anniversary of the Initial Closing. The obligation of Closing Date (or such later date as the Company Required Holders (as defined below) may elect from time to sell and issue Notes and Warrants time in writing to New Lenders at each Additional Closingthe Company, and the obligation of each New Lender at each “Additional Closing Expiration Date”), such Buyer shall have no further right to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such effect an Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requesthereunder.

Additional Closings. (a) Subject Subsequent to the terms and conditions of this AgreementInitial Closing Date, at any time and the collected funds then held in the Escrow Account shall be disbursed by the Escrow Agent from time to time from the date time, as provided in Section 4(g) of the Initial Closing and ending on October 15, 2012, the Company mayManaging Placement Agent Agreement, at one or more additional closings (each an “Additional Closings. As used herein, the terms "Additional Closing” " and collectively with " Additional Closing Date" shall have the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any meanings ascribed to such terms in Section 4(g) of the LenderManaging Placement Agent Agreement; Additional Closings shall be scheduled as provided in such Agreement; provided, offer and sell to other investorshowever, which may include one or more of the Lenders that no Additional Closing shall occur less than seven (the “New Lenders”7) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no days nor more than thirty (30) days following the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreementimmediately preceding Closing. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender Prior to the Company disbursement of such signature pages, and collected funds held in the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender Escrow Account at such any Additional Closing, become a party to, the Escrow Agent shall have received Facsimile Notice (as defined herein) from the Company and bound by, this Agreement the Managing Placement Agent that all conditions precedent to such disbursement by the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation Escrow Agent (including without limitation all of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 Section 9 of this the Managing Placement Agent Agreement) have been fully satisfied as required under the Prospectus, the Managing Placement Agent Agreement, except that unless otherwise set forth therein, each reference Rule 15c2-4 and NASD Notices to Members 84-64 and 84-7. The Facsimile Notice from the Company and the Managing Placement Agent provided for in Section 2.3 and 2.4 this paragraph 5(b) must be received by the Escrow Agent not less than two (2) business days prior to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing Date; Confirmation (as “Lenders” hereunder defined herein) of such Facsimile Notice shall be delivered to the Escrow Agent by the Company and the Managing Placement Agent on or before such Additional Closing Date, dated as of such Additional Closing Date. (c) Provided that the Facsimile Notice (as defined herein) required under paragraph 5(b) hereof shall have been received by Escrow Agent not less than two (2) business days prior to, and confirmed in writing on or before, each Additional Closing Date, the Escrow Agent shall, on such Additional Closing Date, disburse the collected funds then held in the Escrow Account as follows: First, to set forth the principal Escrow Agent in the amount of each Note any fees then due and payable to such Agent (which shall not exceed on any Additional Closing Date the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon requestaggregate earnings, a copy if any, on funds held in the Escrow Account, determined as of the Schedule of Lenders as amended business day immediately preceding such Closing Date); Second, to the date Managing Placement Agent in an amount equal to the aggregate selling commissions and expense allowances then due and payable to the Selected Placement Agents pursuant to the Managing Placement Agent Agreement; and Third, to the Company in the amount of such requestany balance then remaining in the Escrow Account.

Additional Closings. (a) Subject to the terms satisfaction (or waiver) of the conditions to closing set forth in this Section 1(b)(ii) and conditions of this AgreementSections 6(b) and 7(b) below (the “Additional Closing Conditions”), at any time and from time to time from the date of after the Initial Closing and ending on October 15Date, 2012each Buyer, severally, shall have the right, exercisable by e-mail delivery of a written notice to the Company may(each, an “Additional Closing Notice”) to purchase, and to require the Company to sell to such Buyer, at one or more additional closings Additional Closings, up to such maximum aggregate number of such Additional Preferred Shares (each less the aggregate number of any Additional Preferred Shares issued in any prior Additional Closing, if any)(each, an “Additional ClosingClosing Maximum Amount”). Each Additional Closing Notice shall specify (x) the proposed date and time of the applicable Additional Closing (which, if unspecified in such Additional Closing Notice, shall be the fifth (5th) Trading Day (as defined in the Certificate of Designations) after such Additional Closing Notice or such other date as is mutually agreed to by the Company and each Buyer) (each, an “Additional Closing Date” and collectively together with the Initial ClosingClosing Date, each, a “Closing Date”) and (y) the aggregate number of Additional Preferred Shares to be purchased by each Buyer at such applicable Additional Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one shall not exceed the Additional Closing Maximum Amount of such applicable Buyer (or more such other amount as the Company and such Buyer shall mutually agree)(such aggregate number of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as Additional Preferred Shares set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) Notice to be purchased by such New Lender and Buyer, each, an “Additional Preferred Shares Amount”). The Buyers’ rights to effect any Additional Closings hereunder shall terminate on the purchase price for five (5) year anniversary of the Warrant(s) to be acquired Initial Closing Date (or such earlier date as the Buyers shall determine, in their sole discretion, by such New Lender at such Additional Closing, become delivery of a party to, and bound by, this Agreement written notice to the same extent as if such New Lender had been a Lender at Company) (the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each “Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestExpiration Date”).

Additional Closings. (a) Subject to the terms and conditions of this Agreementset forth herein, from and after the Second A&R Date until the Maximum Amount is committed and funded, at any time and from time to time from the date of the Initial subsequent Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Subsequent Closing”), without obtaining Issuers may sell additional Notes to (i) Purchasers already party to this Agreement (at the signaturetime determined, consent or permission of any of the Lender“Existing Purchasers”), offer and sell to other investors, which may include one or more of the Lenders and/or (ii) new Purchasers (the “New LendersPurchasers”) Notes ), in exchange in each case for Consideration paid by such Purchasers consisting of new cash proceeds funded into the FF Disbursement Account. Each Subsequent Closing shall be held at such place and Warrants pursuant to this Agreement under the same terms time as determined by Issuer Representative and conditions as set forth in this Agreementsuch Purchasers by electronic means of document execution and delivery. At each Subsequent Closing, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus New Purchasers shall execute and deliver a counterpart of this Agreement to purchase Notes, (ii) each such Existing Purchaser and/or New Purchaser shall deliver its portion of the aggregate Principal Amount Consideration by wire transfer to the FF Disbursement Account, or to such account(s) as designated by Issuer Representative, (iii) Issuer Representative shall deliver to each such Purchaser a Note in the amount equal to the amount of all Notes previously sold hereunderits Consideration; provided that after the Second A&R Date, a First Out Note may only be issued to the BL FF First Out Purchasers or, subject to Section 2.1.1(d), the FF Ventures First Out Purchasers and (iv) Issuer Representative shall supplement the Schedule of Purchasers, by adding such New Purchasers and to reflect any additional purchases by Existing Purchasers, and reflecting whether the Note being issued is a First Out Note or a Last Out Note. As set forth aboveOn any Subsequent Closing Date, such New Lenders may include persons or entities who are Purchaser, to the extent not already Lenders a Purchaser, shall be a “Purchaser” hereunder and a party hereto, entitled to the rights and benefits, and subject to the duties, representations and warranties of a Purchaser under this Agreement. . Notes sold at Subsequent Closings occurring after the Second A&R Date shall only be funded with new cash proceeds and the date of issuance of the Notes shall be the date of such Subsequent Closing. Notes issued to Purchasers at a Subsequent Closing occurring after the Second A&R Date for Consideration consisting of new cash proceeds shall constitute either (bi) The Company and each New Lender purchasing one Last Out Obligations (or any more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery junior priority as agreed by such New Lender Purchaser), which shall be subordinated in payment and priority to the Company First Out Obligations in accordance with the terms hereunder or (ii) solely with respect to First Out Notes issued to BL FF First Out Purchasers or FF Ventures First Out Purchasers, First Out Obligations subject to Section 2.1.1(d). Notwithstanding anything to the contrary set forth herein or in any other Note Document, the only conditions that shall be required to be satisfied for the effectiveness of such signature pages, any Subsequent Closing after the Second A&R Date (and any fundings of Notes that shall occur in connection therewith) shall be those conditions agreed to by the Issuer Representative and the payment by Purchasers that are purchasing Notes in connection with such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Subsequent Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, Obligors and the obligation Purchasers of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amendednew Notes may, without the consent of any other LenderPurchaser, effect such amendments to any Note Documents as may be necessary or appropriate, in the opinion of the Issuer Representative and such Purchaser and, solely with respect to new First Out Notes, with the consent of the Majority Purchasers, to add to effect the names provisions of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestSection 2.1.1(c).

Additional Closings. (a) Subject After the Initial Closing, upon any purchase by Flexpoint of Series A Preferred Stock pursuant to the terms and conditions of this AgreementFlexpoint SPA, at any time and from time each Purchaser shall have the right to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at purchase in one or more additional closings to occur within ten Business Days of each such purchase by Flexpoint (each each, an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining upon written notice to the signatureCompany of its intent to exercise such right, consent or permission of any of and the Lender, offer Company shall have the obligation to issue and sell to other investorssuch Purchaser, which may include one or more up to that number of the Lenders newly issued shares of Preferred Stock not to exceed such Purchaser’s “Specified Percentage of Flexpoint’s Investment” (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth on such Purchaser’s signature page) multiplied by the number of shares of Series A Convertible Preferred Stock purchased by Flexpoint, in this Agreement, with such Notes Purchaser’s notice of exercise having an aggregate Principal Amount of no more than purchase price equal to the difference product of (i) the Maximum Funding Amount minus Per Share Purchase Price and (ii) the aggregate Principal Amount number of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company shares of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) Preferred Stock to be purchased by such New Lender Purchaser at such Additional Closing (the “Additional Preferred Stock”). The aggregate Specified Percentage of Flexpoint’s Investment of all Purchasers shall not exceed 6.75%. Any Additional Closing shall take place remotely via the exchange of documents and signatures at 10:00 a.m. local time on the second Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Section 4 hereof, or at such other place or on such other date as may be mutually agreeable to the Company and the Purchasers. At any Additional Closing, the Company shall cause its transfer agent to deliver to each Purchaser stock certificates evidencing the Additional Preferred Stock to be purchased by such Purchaser, registered in such Purchaser’s or its nominee’s name, upon payment of the purchase price for thereof by wire transfer of immediately available funds to the Warrant(s) Company’s account, which such account shall be specified in writing by the Company not less than two Business Days prior to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement in the aggregate amount equal to the same extent as if number of shares of Additional Preferred Stock purchased by such New Lender had been Purchaser at such Additional Closing times the Per Share Purchase Price. Notwithstanding anything to the contrary set forth herein, a Lender at the Initial ClosingPurchaser shall not be required to send its payment by wire transfer until it (or its designated custodian per its delivery instructions) confirms receipt of its shares of Additional Preferred Stock. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the term “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Initial Closing and any Additional Closing, as the Schedule context requires. For the avoidance of Lenders attached doubt, if Flexpoint’s rights to purchase Series A Preferred Stock pursuant to the Flexpoint SPA terminate, the rights of the Purchasers to purchase additional Preferred Stock pursuant to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestSection 2.3(b) shall also terminate.

Additional Closings. (a) Subject to The Company shall have the terms and conditions of this Agreementright, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more occasions, to hold additional closings (each each, an “Additional Closing” ”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), without obtaining pursuant to which it shall have the signature, consent or permission of any of the Lender, offer right to issue and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) additional Subordinated Notes and Warrants pursuant to this Agreement under additional Investors or existing Investors (provided that no Additional Closings shall take place later than July 31, 2011). At each Additional Closing, the same terms Company shall deliver to each Investor purchasing Subordinated Notes for cash at such closing a Subordinated Note in the face amount of the purchase price paid by such Investor for such Subordinated Note, and conditions as set forth a Warrant to purchase a number of shares of Common Stock corresponding to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of such Subordinated Note, against receipt of a check subject to collection or a wire transfer in this Agreementimmediately available funds of the purchase price, with such Notes having to an aggregate Principal Amount of no more than account designated by the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunderCompany. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes By receiving Securities at an Additional Closing will execute counterpart signature pages Closing, each Investor so receiving Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Subordinated Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Subordinated Notes and Warrants to be delivered at a Closing is, and each New Lender will, upon delivery unless waived by such New Lender Investor, subject to the Company condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial ClosingClosing date. The obligation of the Company to sell and issue Subordinated Notes and Warrants to New Lenders be delivered at each Additional Closinga Closing is, and unless waived by the obligation of each New Lender at each Additional Closing to purchase a Note and WarrantCompany, shall each be subject to satisfaction the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestDate.

Additional Closings. The purchase and sale of Notes and Warrants on or after the date hereof shall take place at a closing to be conducted remotely via exchange of documents and signatures at such time as may be agreed to among the Company and the applicable Investors. The Company shall have the right, on one or more occasions, to hold additional closings (aeach, an "Additional Closing", and collectively, the "Closings", and individually, a "Closing"), pursuant to which it shall have the right to issue and sell additional Notes and Warrants to additional Investors or existing Investors. Such Additional Closings may occur at anytime prior to April 14, 2016, unless the Company, at it's sole discretion, elects to extend that date to August 11, 2016) Subject and provided that the Company shall have the sole discretion to terminate the terms sales of Notes and conditions of this Agreement, Warrants at any time without notice to any existing Inventor or potential Investor. At each Additional Closing, the Company shall deliver to each Investor purchasing Notes and from time Warrants for cash at such closing a Note in the face amount set forth opposite such Investor's name on Schedule A (as such schedule shall be amended prior to time from the Additional Closing) under the column entitled "Purchase Price / Principal Amount of Note," and a Warrant to purchase a number of shares of Common Stock corresponding to one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of the such Note, against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note and Warrant at an Additional Closing, each Investor receiving such Notes and Warrants represents that its representations and warranties contained in Section 3 are true and correct as of the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “such Additional Closing” and collectively with . The aggregate principal amount of Notes that may be issued at Closings hereunder shall in no event exceed the Initial Closing, a “Closing”), without obtaining Note Cap Amount. The Company shall have the signature, consent or permission of any of the Lender, offer and sell right to other investorsupdate Schedule A in order to add information regarding Additional Closings, which may include one or more shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreementbe delivered at a Closing is, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery unless waived by such New Lender Investor, subject to the Company condition that the Company's representations and warranties contained in Section 2 are true, complete and correct on and as of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial ClosingClosing date. The obligation of the Company to sell and issue Notes and Warrants to New Lenders be delivered at each Additional Closinga Closing is, and unless waived by the obligation of each New Lender at each Additional Closing to purchase a Note and WarrantCompany, shall each be subject to satisfaction the condition that the relevant Investor's representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestdate.

Additional Closings. (a) Subject Subsequent to the terms and conditions of this AgreementInitial Closing, at any time and the collected funds then held in the Escrow Account shall be disbursed by the Escrow Agent from time to time from the date of the Initial Closing and ending on October 15time, 2012, as agreed between the Company mayand the Escrow Agent, at one or more additional closings (Additional Closings; each such further disbursement of subscription proceeds is referred to herein as an “"Additional Closing” ," and collectively with the date thereof as an "Additional Closing Date." The Initial Closing and Additional Closings are sometimes referred to herein as a "Closing" or "Closings"; and the Initial Closing, Closing Date and Additional Closing Dates are sometimes referred to herein as a “Closing”), without obtaining the signature, consent "Closing Date" or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement"Closing Dates." (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender Prior to the Company disbursement of such signature pages, and collected funds held in the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender Escrow Account at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each any Additional Closing, the Schedule Escrow Agent shall have received Facsimile Notice (as defined herein) from the Company that all conditions precedent to such disbursement by the Escrow Agent have been fully satisfied as required under the terms set forth in the Registration Statement and the provisions of Lenders attached Rule 15c2-4. The Facsimile Notice from the Company provided for in this paragraph 5(b) must be received by the Escrow Agent not less than two (2) business days prior to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing Date; Confirmation (as “Lenders” hereunder defined herein) of such Facsimile Notice shall be delivered to the Escrow Agent by the Company on or before such Additional Closing Date, dated as of such Additional Closing Date. (c) Provided that the Facsimile Notice (as defined herein) required under paragraph 5(b) hereof shall have been received by Escrow Agent not less than two (2) business days prior to, and confirmed in writing on or before, each Additional Closing Date, the Escrow Agent shall, on such Additional Closing Date, disburse the collected funds then held in the Escrow Account as follows: First, to set forth the principal Escrow Agent in the amount of each Note any fees then due and payable to such Agent (which shall not exceed on any Additional Closing Date the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon requestaggregate earnings, a copy if any, on funds held in the Escrow Account, determined as of the Schedule of Lenders as amended business day immediately preceding such Closing Date); and Second, to the date Company in the amount of such requestany balance then remaining in the Escrow Account.

Additional Closings. (a) Subject to In the terms event that less than 89,000 shares of Series B Preferred Stock are issued and conditions of this Agreement, sold at any time and from time to time from the date of the Initial Closing and ending on October 15Closing, 2012, the Company may, at one or more additional closings (each each, an “"Additional Closing” " and together the "Additional Closings") may occur on any day on or prior to April 28, 2006 (or, if the offering pursuant to which the shares are being sold is extended by the Company, prior to May 28, 2006), for the sale of up to the balance of such shares and related Warrants, to such persons as the Company may determine, so long as the sale of such securities at each such Additional Closing is effected pursuant to the terms of this Agreement (or a separate agreement with terms substantially similar to the terms hereof) and at a price per share paid in cash, no less than the per share Purchase Price. Each Additional Closing shall be effected in the manner set forth in Section 1.3. Any individual or entity purchasing securities at an Additional Closing (each, an "Additional Purchaser," and collectively with the Initial Closing, "Additional Purchasers") shall execute a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant signature page to this Agreement (or such substantially similar separate agreement) and the Company shall, as applicable update Exhibit A hereto to include each such Additional Purchaser, at which time each such Additional Purchasers shall be deemed to be a "Purchaser" hereunder for purposes of this Agreement and all other agreements contemplated hereby, and a "Holder" under the same Rights Agreement (as defined in Section 2.1) (or such separate registration rights agreement with terms and conditions as set forth in this substantially similar to the terms of the Rights Agreement). At or promptly following each Additional Closing, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus Company will deliver to the Additional Purchasers the various certificates, instruments and documents referred to in Section 2.1(a) hereof, (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing Purchasers will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender deliver to the Company of such signature pagesthe various certificates, instruments and documents referred to in Section 2.1(b) below, and the payment by such New Lender to (iii) the Company shall deliver to each Additional Purchaser a share certificate and Warrant registered in such Additional Purchaser's name representing the shares of Series B Preferred Stock and Warrants that such Additional Purchaser is to receive from the principal amount of the Note(s) Company at such Additional Closing to be purchased by set forth opposite such New Lender and Additional Purchaser's name on the updated Exhibit A hereto (or in a separate agreement), against payment of the purchase price for therefore by check or wire transfer to an account designated by the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement Company or other means acceptable to the same extent as if such New Lender had been a Lender at the Initial ClosingCompany. The obligation of Initial Purchased Securities and the Company to sell and issue Notes and Warrants to New Lenders securities, if any, purchased at each Additional Closing, and are referred to herein as the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request"Purchased Securities."

Additional Closings. (a) Subject to In the terms event that less than 161,000 shares of Series B Preferred Stock are issued and conditions of this Agreement, sold at any time and from time to time from the date of the Initial Closing and ending on October 15Closing, 2012, the Company may, at one or more additional closings (each each, an “"Additional Closing” " and together the "Additional Closings") may occur on any day on or prior to May 30, 2006, for the sale of up to the balance of such shares and related Warrants, to such persons as the Company may determine, so long as the sale of such securities at each such Additional Closing is effected pursuant to the terms of this Agreement (or a separate agreement with terms substantially similar to the terms hereof) and at a price per share paid in cash, no less than the per share Purchase Price. Each Additional Closing shall be effected in the manner set forth in Section 1.3. Any individual or entity purchasing securities at an Additional Closing (each, an "Additional Purchaser," and collectively with the Initial Closing, "Additional Purchasers") shall execute a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant signature page to this Agreement (or such substantially similar separate agreement) and the Company shall, as applicable update Exhibit A hereto to include each such Additional Purchaser, at which time each such Additional Purchasers shall be deemed to be a "Purchaser" hereunder for purposes of this Agreement and all other agreements contemplated hereby, and a "Holder" under the same Rights Agreement (as defined in Section 2.1) (or such separate registration rights agreement with terms and conditions as set forth in this substantially similar to the terms of the Rights Agreement). At or promptly following each Additional Closing, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus Company will deliver to the Additional Purchasers the various certificates, instruments and documents referred to in Section 2.1(a) hereof, (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing Purchasers will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender deliver to the Company of such signature pagesthe various certificates, instruments and documents referred to in Section 2.1(b) below, and the payment by such New Lender to (iii) the Company shall deliver to each Additional Purchaser a share certificate and Warrant registered in such Additional Purchaser's name representing the shares of Series B Preferred Stock and Warrants that such Additional Purchaser is to receive from the principal amount of the Note(s) Company at such Additional Closing to be purchased by set forth opposite such New Lender and Additional Purchaser's name on the updated Exhibit A hereto (or in a separate agreement), against payment of the purchase price for therefore by check or wire transfer to an account designated by the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement Company or other means acceptable to the same extent as if such New Lender had been a Lender at the Initial ClosingCompany. The obligation of Initial Purchased Securities and the Company to sell and issue Notes and Warrants to New Lenders securities, if any, purchased at each Additional Closing, and are referred to herein as the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request"Purchased Securities."

Additional Closings. (a) Subject The closing (each, an "ADDITIONAL CLOSING") of each Additional Loan and the purchase of Additional Warrants shall occur on the date and at the location and time specified in the written notice delivered by the Company to the Purchaser pursuant to the last sentence of Section 2.2 (each, an "ADDITIONAL CLOSING DATE"). At each Additional Closing, upon the terms and subject to the conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012set forth herein, the Company may, at one or more additional closings (each an “shall borrow the Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants Loans on such date pursuant to this Agreement under the same terms Note and conditions issue to the Purchaser a Warrant Certificate representing Warrants to purchase 150,214 shares of Common Stock (subject to adjustment as set forth in this Agreementthe Warrant Certificate) for each $1,000,000 of Additional Loans being advanced by the Purchaser on such date (each, an "ADDITIONAL WARRANT" and, collectively, the "ADDITIONAL WARRANTS"), registered in the name of the Purchaser, with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Lien, and the Purchaser shall deliver an amount equal to the Additional Loans advanced by the Purchaser on such Notes having an aggregate Principal Amount of no more than date (the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement"ADDITIONAL PURCHASE PRICE"). (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender Purchaser at each Additional Closing to make Additional Loans and purchase a Note Additional Warrants, to pay the Additional Purchase Price and Warrant, to perform any of its obligations hereunder shall each be subject to the satisfaction or waiver of the applicable following conditions on or before such Additional Closing Date: (i) A Drawdown Acquisition (meeting all the requirements of such set forth in the definition of such term in Section 1.1) is simultaneously being consummated on such Additional Closing Date; (ii) The proceeds of the Additional Loans to be advanced on such Additional Closing Date shall be used to pay part or all of the purchase price of such Drawdown Acquisition; (iii) The representations and warranties of the seller or sellers in the Drawdown Acquisition Documents (relating to such Drawdown Acquisition) shall be true and correct in all respects at and as of such Additional Closing Date as if made as of such Additional Closing Date (unless such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true and correct in all respects as of such date); (iv) The Company and each other Person shall have performed and complied with all of its agreements and conditions set forth or contemplated in Sections 2.3 such Drawdown Acquisition Documents that are required to be performed or complied with by it on or before the closing of the transactions contemplated by such Drawdown Acquisition Documents; (v) The Purchaser shall have received true, complete and 2.4 correct copies of this Agreementsuch Drawdown Acquisition Documents and any other documents it may reasonably request in connection with the transactions contemplated by such Drawdown Acquisition Documents; (vi) The transactions contemplated by such Drawdown Acquisition Documents are simultaneously being consummated in accordance with the terms of such Drawdown Acquisition Documents, except that and all conditions to the Company's obligations to consummate the transactions contemplated by such Drawdown Acquisition Documents shall have been satisfied or waived with the prior consent of the Purchaser; (vii) Any Person acquired by the Company in connection with such Drawdown Acquisition shall execute and deliver to the Purchaser the Subsidiaries' Guarantee; (viii) The representations and warranties of (A) each Subsidiary in the Subsidiaries' Guarantee and (B) PMR Corporation in the PMR Guarantee (if any), shall be true and correct in all respects at and as of such Additional Closing Date as if made as of such Additional Closing Date and after giving effect to the transactions contemplated by Section 2.2 and such Drawdown Acquisition Documents (unless otherwise such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true and correct in all respects as of such date); and (ix) The terms and conditions of such Drawdown Acquisition are acceptable to the Purchaser. (c) In addition to the conditions to each Additional Closing set forth thereinin Section 2.5(b), on each Additional Closing Date, (i) the Purchaser shall deliver to the Company a certificate signed by a General Partner of the Purchaser stating that the representations and warranties of the Purchaser contained in Article VI are true and correct in all respects at and as of such Additional Closing Date as if made as of such Additional Closing Date (unless such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true and correct in all respects as of such date) and (ii) the Chairman, President, Chief Financial Officer, Chief Development Officer or Controller of the Company shall deliver to the Purchaser a certificate stating that (A) the representations and warranties of the Company contained in Article V are true and correct in all respects at and as of such Additional Closing Date as if made as of such Additional Closing Date and after giving effect to the transactions contemplated by Section 2.2 and the applicable Drawdown Acquisition Documents (unless such representations and warranties relate to matters only as of a particular date in which case such representations and warranties shall be true and correct in all respects as of such date) and (B) the Company is, and after giving effect to the transactions contemplated by Section 2.2 and the applicable Drawdown Acquisition Documents will be, in compliance in all respects with its obligations in Articles VIII, IX and X (such financial covenants to be calculated on a pro forma basis in a manner to be agreed upon by the Company and the Purchaser); PROVIDED, THAT, (x) the reference in Section 2.3 5.11 to "the audited consolidated financial statements of the Company and 2.4 the Subsidiaries for the fiscal year ended December 31, 2001" shall instead be to "the audited consolidated financial statements of the Company and the Subsidiaries for the most recently completed fiscal year," (y) the reference in Section 5.11 to "the unaudited consolidated balance sheet of the Company and the Subsidiaries as of March 31, 2002 and the related consolidated statements of operations and accumulated deficit and cash flows, together with the notes thereto, for the three-month period then ended" shall instead be to "the unaudited consolidated financial statements of the Company and the Subsidiaries for each completed fiscal quarter ending March 31, June 30 and September 30 since the most recently completed fiscal year," and (z) the Company shall deliver a supplemental schedule to the “Closing” Purchaser updating the capitalization and material contracts representations and warranties contained in Sections 5.13 and 5.29, respectively; PROVIDED, FURTHER, that the Company shall instead refer also satisfy and certify that the conditions contained in Sections 3.6, 3.7, 3.9, 3.10, 3.17, 3.18 and 3.20 shall be satisfied as of the Additional Closing Date and after giving effect to the transactions contemplated by Section 2.2 and the applicable Additional Closing. Immediately after each Additional ClosingDrawdown Acquisition Documents, and the Schedule of Lenders attached to this Agreement will be amended, without Company shall reimburse the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at Purchaser on such Additional Closing as “Lenders” hereunder Date for all fees and to expenses set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such requestin Section 15.17(c)(i).

Additional Closings. On or prior to the date which is forty-five (a45) Subject days following the Initial Closing, subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012Section 1.4, the Company may, at one or more may effect additional closings (each an the “Additional ClosingClosings” and collectively together with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New LendersClosings”) Notes for the aggregate sale and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference purchase of (i) up to but not in excess of 10,948,906 shares of Series A Preferred Stock (including the Maximum Funding Amount minus (ii) the aggregate Principal Amount number of all Notes previously shares of Series A Preferred Stock sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing) at the price per share of $0.274 pursuant to and in accordance with this Agreement and (ii) Warrants to purchase up to but not in excess of 1,824,818 shares of Series A Preferred Stock (including the number of shares of Series A Preferred Stock subject to Warrants issued at the Initial Closing). The obligation purchasers of the Company to sell and issue Notes shares of Series A Preferred Stock and Warrants at the Additional Closings shall be referred to New Lenders at each as the “Additional ClosingInvestors”, and each individually as an “Additional Investor”. Each Additional Investor must be an “accredited investor” (as such term is defined under the obligation Securities Act of each New Lender at each Additional Closing to purchase a Note and Warrant1933, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closingas amended). Immediately after At each Additional Closing, the Schedule Company will issue and deliver certificates evidencing the shares of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes Series A Preferred Stock and Warrants sold at such Additional Closing as “Lenders” hereunder and to set forth registered in the principal amount name of each Note the applicable Additional Investor (with appropriate legends affixed thereto required by this Agreement and the Warrant Related Agreements (to the extent applicable)) against delivery by such Additional Investor of (i) such Additional Investor’s aggregate purchase price for therefor by check or wire transfer of immediately available funds, and (ii) a counterpart signature page to this Agreement and each New Lender under this AgreementRelated Agreement (to the extent applicable) in such form as shall be reasonably determined by the Company. The Company will promptly furnish to each Lender upon request, a copy Upon consummation of the Schedule Additional Closings in accordance with this Section 1.4, each Additional Investor shall be deemed an Investor for all purposes of Lenders as this Agreement and Exhibit A shall be amended to reflect the date purchase and sale of such requestshares of Series A Preferred Stock and Warrants.