Common use of Additional Investment Right Clause in Contracts

Additional Investment Right. Commencing thirty (30) days following the Effective Date (as defined below) of the Registration Statement (as defined in the Registration Rights Agreement), each Purchaser shall have the option to purchase from the Company, and the Company shall issue and sell to each such Purchaser who exercises such option, a Note for the principal amount of up to such Purchaser’s pro rata portion of the Purchase Price pursuant to the terms hereof (the “Purchaser Option”). For purposes of this Agreement, “Effective Date” means the date that the Commission declares the Registration Statement effective. If any Purchaser elects not to exercise its Purchase Option, each other Purchaser may exercise its Purchaser Option on a pro-rata basis so long as such participation in the aggregate does not exceed the aggregate Purchase Price hereunder. For purposes of this Section 1.4, all references to “pro rata” means, for any Purchaser electing to exercise its Purchaser Option, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the Closing by (y) the total principal amount of all of the Notes purchased by each Purchaser exercising its Purchaser Option. Upon the Purchaser Option being exercised, each Purchaser exercising its Purchase Option shall receive a Warrant (the “Additional Warrants”) to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of the Note acquired by such Purchaser pursuant to this Section 1.4. Each such Additional Warrant shall expire five (5) years following the date of issuance thereof and shall have an exercise price per share equal to the Warrant Price. The Purchaser Option shall expire six (6) months following the Effective Date. The Company may cause each Purchaser to exercise its Purchaser Option or forfeit its right to exercise such Purchaser Option in the future upon five (5) business days prior written notice in the event that (A) the average closing price of the Common Stock exceeds $1.00 for a period of twenty (20) consecutive Trading Days (as defined in Section 3.10 hereof), (B) the Common Stock trades at least 100,000 shares for each Trading Day during such twenty (20) consecutive Trading Day period and (C) the Registration Statement has been declared effective by the Commission. Each Purchaser exercising the Purchaser Option shall deliver to the Company an Exercise Form in the form attached hereto as Exhibit D. Within five (5) days of receipt of such Exercise Form, the Company shall deliver to the Purchaser exercising such Purchaser Option a Note representing the principal amount purchased pursuant to the Purchaser Option (the “Option Notes”) and the Purchaser’s Additional Warrant.

Additional Investment Right. Commencing thirty (30) During the 120 calendar days following the Effective Date (as defined below) date of the Registration Statement Closing, each Buyer, shall have the right to increase its investment, or make an additional investment in the Company by purchasing additional shares of Preferred Stock and Warrants (the “Additional Securities”) for cash on the same terms as defined set forth in Article I. B. above (for each $10 cash investment, the Buyers shall purchase one Preferred Share and a Warrant to purchase 40.983607 shares of Common Stock). GWSE shall have the right to increase its aggregate investment in the Preferred Shares and Warrants by $3,000,000, and Leisurecorp shall have the right to increase its aggregate investment in the Preferred Shares and Warrants by $10,000,000. Each Buyer shall have the right to assign (in whole or in part) its right to purchase Additional Securities under this Article I. C. to one or more of its affiliates or designees. In order to exercise the right to purchase Additional Securities, the Buyer and/or its designee shall deliver to the Company irrevocable written notice of its election to make an additional investment, which notice shall (i) be delivered at least two business days prior to the proposed purchase date, (ii) specify the amount of such additional investment, and (iii) if applicable, identify the affiliated persons or designated entities who will purchase the Additional Securities. If the right to purchase the Additional Securities is exercised before the Closing by a Buyer or its assignee/designee, this Agreement (and the Registration Rights Agreement), each Purchaser shall have ) will be amended solely to reflect the option increased amount of investment by such Buyer or the addition of the assignee/designee as an additional investor. In the event that the right to purchase Additional Securities under this Article I. C. is exercised by any Buyer or its assignee/designee after the Closing, such Buyer or assignee/designee shall, at the time of the purchase of the Additional Securities, execute a securities purchase agreement that is substantively identical to this Agreement, which securities purchase agreement shall only be changed from this Agreement to reflect the Closing and the transactions contemplated hereby. The parties to this Agreement hereby agree that at any closing of the purchase of Additional Securities held after the Closing by a Buyer’s assignee/designee, such assignee/designee shall also enter, and become a party to the Registration Rights Agreement entered into by the parties to this Agreement at the Closing. The closing of any additional investment shall occur on the proposed purchase date or as soon as possible thereafter and at a time satisfactory to the party purchasing the Additional Securities (each a “Second Closing”). At such Second Closing, the Buyer or its assignee shall pay the purchase price by wire transfer of immediately available funds to the account of the Company, and the Company shall issue deliver the Warrants and sell stock certificates representing the Preferred Shares purchased. As a condition to each such Purchaser who exercises such option, a Note for the principal amount of up to such Purchaser’s pro rata portion of the Purchase Price pursuant to the terms hereof (the “Purchaser Option”). For purposes of this Agreement, “Effective Date” means the date that the Commission declares the Registration Statement effective. If any Purchaser elects not to exercise its Purchase Option, each other Purchaser may exercise its Purchaser Option on a pro-rata basis so long as such participation in the aggregate does not exceed the aggregate Purchase Price hereunder. For purposes of this Section 1.4, all references to “pro rata” means, for any Purchaser electing to exercise its Purchaser Option, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the Closing by (y) the total principal amount of all of the Notes purchased by each Purchaser exercising its Purchaser Option. Upon the Purchaser Option being exercised, each Purchaser exercising its Purchase Option shall receive a Warrant (the “Additional Warrants”) to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of the Note acquired by such Purchaser pursuant to this Section 1.4. Each such Additional Warrant shall expire five (5) years following the date of issuance thereof and shall have an exercise price per share equal to the Warrant Price. The Purchaser Option shall expire six (6) months following the Effective Date. The Company may cause each Purchaser to exercise its Purchaser Option or forfeit its right to exercise such Purchaser Option in the future upon five (5) business days prior written notice in the event that (A) the average closing price of the Common Stock exceeds $1.00 for a period of twenty (20) consecutive Trading Days (as defined in Section 3.10 hereof), (B) the Common Stock trades at least 100,000 shares for each Trading Day during such twenty (20) consecutive Trading Day period and (C) the Registration Statement has been declared effective by the Commission. Each Purchaser exercising the Purchaser Option shall deliver to the Company an Exercise Form in the form attached hereto as Exhibit D. Within five (5) days of receipt of such Exercise FormSecond Closing, the Company shall deliver be required to provide a certificate dated as of the Purchaser exercising such Purchaser Option a Note representing date of the principal amount purchased pursuant to the Purchaser Option Second Closing (the “Option NotesSecond Closing Date”) and executed by its Chief Executive Officer certifying as to the Purchaser’s Additional Warrantmatters set forth in paragraph D of Article VII but shall substitute “Second Closing Date” for “Closing Date”).

Additional Investment Right. Commencing thirty on the Closing Date and for a period of one hundred eighty (30180) days following the Effective Date (as defined below) of the Registration Statement (as defined in the Registration Rights Agreement)Closing Date, each Purchaser shall have the option to purchase from the Company, and the Company shall issue and sell to each such Purchaser who exercises such option, a Note for the principal amount of up to thirty percent (30%) of such Purchaser’s pro rata portion of the Purchase Price pursuant to the terms hereof (the “Purchaser Option”). For purposes of this Agreement, “Effective Date” means the date that the Commission declares the Registration Statement effective. If any Purchaser elects not to exercise its Purchase Option, each other Purchaser may exercise its Purchaser Option on a pro-rata basis so long as such participation in the aggregate does not exceed thirty percent (30%) of the aggregate Purchase Price hereunder. For purposes of this Section 1.4, all references to “pro rata” means, for any Purchaser electing to exercise its Purchaser Option, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the Closing by (y) the total principal amount of all of the Notes purchased by each Purchaser exercising its Purchaser Option. Upon the Purchaser Option being exercised, each Purchaser exercising its Purchase Purchaser Option shall receive a Warrant (the “Additional Warrants”) to purchase a number of shares of Common Stock equal to one hundred fifty percent (10050%) of the number of Conversion Shares issuable upon conversion of the Note acquired by such Purchaser pursuant to this Section 1.4. Each such Additional Warrant shall expire five (5) years following be in the date form of issuance thereof and shall have an exercise price per share equal to the Warrant PriceExhibit C attached hereto. The Purchaser Option shall expire six one hundred eighty (6180) months days following the Effective Closing Date. The Company may cause each Purchaser to exercise its Purchaser Option or forfeit its right to exercise such Purchaser Option in the future upon five (5) business days prior written notice in the event that (A) the average closing price of the Common Stock exceeds $1.00 for a period of twenty (20) consecutive Trading Days (as defined in Section 3.10 hereof), (B) the Common Stock trades at least 100,000 shares for each Trading Day during such twenty (20) consecutive Trading Day period and (C) the Registration Statement has been declared effective by the Commission. Each Purchaser exercising the Purchaser Option shall deliver to the Company an Exercise Form in the form attached hereto as Exhibit D. Within five (5) days of receipt of such Exercise Form, the Company shall deliver to the Purchaser exercising such Purchaser Option a Note representing the principal amount purchased pursuant to the Purchaser Option (the “Option Notes”) and the Purchaser’s Additional Warrant.

Additional Investment Right. Commencing thirty (30) days following on the Effective Date (as defined below) of the Registration Statement (as defined in the Registration Rights Agreement), each Purchaser shall have the option to purchase from the Company, and the Company shall issue and sell to each such Purchaser who exercises such option, a 10% Note for the principal amount of up to twenty-five percent (25%) of such Purchaser’s pro rata portion of the Purchase Price pursuant to the terms hereof (the “Purchaser Option”). For purposes of this Agreement, “Effective Date” means the date that the Commission declares the Registration Statement effective. If any Purchaser elects not to exercise its Purchase Option, each other Purchaser may exercise its Purchaser Option on a pro-rata basis so long as such participation in the aggregate does not exceed the aggregate Purchase Price hereunder. For purposes of this Section 1.4, all references to “pro rata” means, for any Purchaser electing to exercise its Purchaser Option, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the each Closing by (y) the total principal amount of all of the Notes purchased by each Purchaser exercising its Purchaser Option. Upon the Purchaser Option being exercised, each Purchaser exercising its Purchase Option shall receive a Warrant additional Series A Warrants, Series B Warrants and Series C Warrants (collectively, the “Additional Warrants”) to purchase a number of shares of Common Stock equal to one hundred percent (100%in accordance with the terms and provisions of Section 1.1(b) of the number of Conversion Shares issuable upon conversion of the Note acquired by such Purchaser pursuant to this Section 1.4. Each such Additional Warrant shall expire five (5) years following the date of issuance thereof and shall have an exercise price per share equal to the Warrant Pricehereof. The Purchaser Option shall expire six sixty (660) months days following the Effective Date. The Company may cause each Purchaser to exercise its Purchaser Option or forfeit its right to exercise such Purchaser Option in the future upon five (5) business days prior written notice in the event that (A) the average closing price of the Common Stock exceeds $1.00 for a period of twenty (20) consecutive Trading Days (as defined in Section 3.10 hereof), (B) the Common Stock trades at least 100,000 shares for each Trading Day during such twenty (20) consecutive Trading Day period and (C) the Registration Statement has been declared effective by the Commission. Each Purchaser exercising the Purchaser Option shall deliver to the Company an Exercise Form in the form attached hereto as Exhibit D. F. Within five (5) days of receipt of such Exercise Form, the Company shall deliver to the Purchaser exercising such Purchaser Option a 10% Note representing the principal amount purchased pursuant to the Purchaser Option (the “Option Notes”) and the Purchaser’s Additional WarrantWarrants.

Additional Investment Right. Commencing thirty (30) days following on the Effective Date (as defined below) of the Registration Statement (as defined in the Registration Rights Agreement), each Purchaser shall have the option to purchase from the Company, and the Company shall issue and sell to each such Purchaser who exercises such option, a Note for the principal amount of up to such Purchaser’s 's pro rata portion of the Purchase Price pursuant to the terms hereof (the “"Purchaser Option”"). For purposes of this Agreement, “"Effective Date” " means the date that the Commission declares the Registration Statement effective. If any Purchaser elects not to exercise its Purchase Option, each other Purchaser may exercise its Purchaser Option on a pro-rata basis so long as such participation in the aggregate does not exceed the aggregate Purchase Price hereunder. For purposes of this Section 1.4, all references to “"pro rata” " means, for any Purchaser electing to exercise its Purchaser Option, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the Closing by (y) the total principal amount of all of the Notes purchased by each Purchaser exercising its Purchaser Option. Upon the Purchaser Option being exercised, each Purchaser exercising its Purchase Option shall receive a Warrant (the “"Additional Warrants”") to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of the Note acquired by such Purchaser pursuant to this Section 1.4. Each such Additional Warrant shall expire five (5) years following the date of issuance thereof and shall have an exercise price per share equal to the Warrant Price. The Purchaser Option shall expire six (6) months following the Effective Date. The Company may cause each Purchaser to exercise its Purchaser Option or forfeit its right to exercise such Purchaser Option in the future upon five (5) business days prior written notice in the event that (A) the average closing price of the Common Stock exceeds $1.00 0.49 for a period of twenty (20) consecutive Trading Days (as defined in Section 3.10 hereof), (B) the Common Stock trades at least 100,000 500,000 shares for each Trading Day during such twenty (20) consecutive Trading Day period and (C) the Registration Statement has been declared effective by the Commission. Each Purchaser exercising the Purchaser Option shall deliver to the Company an Exercise Form in the form attached hereto as Exhibit D. Within five (5) days of receipt of such Exercise Form, the Company shall deliver to the Purchaser exercising such Purchaser Option a Note representing the principal amount purchased pursuant to the Purchaser Option (the “"Option Notes”") and the Purchaser’s 's Additional Warrant.

Additional Investment Right. Commencing thirty (30i) days following the Effective Date (as defined below) of the Registration Statement (as defined in the Registration Rights Agreement), each Each Purchaser shall have the option right at any time, on or prior to the later of (A) December 31, 2013 and (B) the date on which no Notes remain outstanding, to purchase an additional OID Convertible Note from the Company, and Company for up to a principal amount equal to the Company shall issue and sell to each amount of the Note purchased by such Purchaser who exercises such option, a Note for hereunder (each an “Additional Note” and collectively the principal amount of up “Additional Notes”) on the same terms and conditions as applicable to such Purchaser’s pro rata portion the purchase and sale of the Purchase Price pursuant to Note purchased on the terms date hereof by such Purchaser (the each an “Purchaser OptionAIR Purchase”). For purposes of this Agreement, “Effective Date” means the date that the Commission declares the Registration Statement effective. If any Purchaser elects not to exercise its such AIR Purchase Optionright, each other a Purchaser may exercise its Purchaser Option on shall deliver a pro-rata basis so long as written notice to the Company electing such participation in the aggregate does not exceed the aggregate Purchase Price hereunder. For purposes of this Section 1.4AIR Purchase, all references to “pro rata” means, for any Purchaser electing to exercise its Purchaser Option, the percentage obtained by dividing (x) which notice shall specify the principal amount of the Notes Additional Note to be purchased by such Purchaser at (“AIR Amount”) and the date on which such purchase and sale shall occur (“AIR Closing”), which Air Closing shall occur within ten (10) days following such notice by such Purchaser. (yii) The terms and conditions of any AIR Purchase shall be identical to the total principal amount of all terms and conditions set forth in this Agreement applicable to the sale of the Notes on the date hereof, including without limitation (i) the AIR Amount of the Additional Note purchased by each shall equal 106.25% of the Purchase Price for the AIR Closing, (ii) the Additional Note will be in the form of Exhibit A attached hereto, provided that the Maturity Date thereunder shall be the last day of the seventh (7th) full calendar month following the AIR Closing (for clarification, the Conversion Price thereunder shall be adjusted in the identical manner as Section 5 of the Note in the event that prior to any AIR Closing there is any adjustment to the Conversion Price under the Note (or there would have been an adjustment if such Note remained outstanding)), and (iii) such Purchaser exercising its Purchaser Option. Upon the Purchaser Option being exercised, each Purchaser exercising its Purchase Option shall receive a Warrant an additional warrant (the “Additional WarrantsWarrant”) ), in the form of Exhibit B attached hereto, to purchase a number of shares of Common Stock equal to one hundred percent (100%) the Purchase Price for the Additional Note divided by the Conversion Price for the Additional Note, provided that the Termination Date of the number of Conversion Shares issuable upon conversion of the Note acquired by such Purchaser pursuant to this Section 1.4. Each such Additional Warrant shall expire five be the fifth (55th) years following anniversary of the date of issuance thereof and AIR Closing (for clarification, the Exercise Price thereunder shall have an exercise price per share equal to the Warrant Price. The Purchaser Option shall expire six (6) months following the Effective Date. The Company may cause each Purchaser to exercise its Purchaser Option or forfeit its right to exercise such Purchaser Option be adjusted in the future upon five (5) business days prior written notice identical manner as Section 3 of the Warrants in the event that prior to any AIR Closing there is any adjustment to the Exercise Price under the Warrants (Aor there would have been an adjustment if such Warrants remained outstanding)). (iii) On or prior to any AIR Closing, the average closing price Company and the Purchaser(s) participating in such AIR Closing shall, upon the request of the Common Stock exceeds $1.00 for a period of twenty (20) consecutive Trading Days (as defined in Section 3.10 hereofsuch Purchaser(s), (Bexecute and deliver a new securities purchase agreement with respect to the AIR Purchase and the AIR Closing in the same form as this Agreement, mutatis mutandis, and all the representations, warrants, covenants, indemnities and conditions set forth herein shall be included with respect to such AIR Purchase, mutatis mutandis, except that this Section 2(c) the Common Stock trades at least 100,000 shares for each Trading Day during such twenty (20) consecutive Trading Day period and (C) the Registration Statement has been declared effective by the Commissionshall be excluded. Each Purchaser exercising may exercise its right to effect an AIR Purchase at any time separate and independent from any other Purchaser and without affecting the rights of any other Purchaser Option to effect an AIR Purchase, and any such AIR Purchase shall deliver only apply with respect to such Purchaser(s) delivering an AIR Notice to the Company an Exercise Form in the form attached hereto as Exhibit D. Within five (5) days of receipt Company. Each Purchaser may assign its AIR Purchase right hereunder to any affiliate of such Exercise Form, the Company shall deliver Purchaser or to the Purchaser exercising such Purchaser Option a Note representing the principal amount purchased pursuant to the Purchaser Option (the “Option Notes”) and the any other Purchaser’s Additional Warrant.