Common use of Additional Investment Clause in Contracts

Additional Investment. Beginning on the date hereof and ending on the one (1) year anniversary from the later of (i) the date a Registration Statement covering all Registrable Securities is declared effective or (ii) the date the Company has obtained Stockholder Approval, each Buyer shall have the right, but not the obligation, at any time from time to time, in its sole and absolute discretion to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to an aggregate principal amount of $11,578,947.37 on the same terms and conditions as applicable to the purchase and sale of the Convertible Notes (each an “Additional Purchase” and collectively “Additional Purchases”). Each Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by the Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes; provided that the Maturity Date (as defined in the Convertible Notes) of the Convertible Notes shall be four (4) months from the issuance date of such Additional Notes. Further, upon each Additional Purchase, each Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional Warrants”) provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers elect to execute an Additional Purchase pursuant to this Section 4(j), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply following the date on which the Additional Notes and Additional Warrants are delivered but only if the aggregate purchase price for such Additional Purchase is at least $1,000,000.

Additional Investment. Beginning on (a) Until the close of business of the date hereof and ending on that is twelve months after the one Closing Date (1) year anniversary from the later of (i) the date a Registration Statement covering all Registrable Securities is declared effective or (ii) the date the Company has obtained Stockholder Approval“Option Termination Date”), each Buyer shall have the right, but not the obligation, at any time from time to timePurchaser may, in its sole and absolute discretion determination, elect (the date of election, the “Election Date”) to purchase from the Company its Pro Rata Portion (as defined below) of additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to with an aggregate principal amount equal to the original principal amount of $11,578,947.37 the Notes purchased by all of the Purchasers hereunder and The aggregate purchase price for all of the Additional Notes shall be equal to the Total Purchase Price. To the extent that any Purchaser has not elected to purchase its entire Pro Rata Portion of Additional Notes pursuant to this Section 3.10 by the Option Termination Date, then each other Purchaser shall have 10 days following the Option Termination Date to elect, in its sole discretion, to purchase its Pro Rata Portion of any Additional Notes that were not purchased by such Purchaser. (b) Such additional investments pursuant to Section 3.10(a) will be on the same terms and conditions as applicable identical to those set forth in the Transaction Documents, mutatis mutandis, except that Section 3.10(a) will not apply. For the avoidance of doubt, the Additional Notes shall be identical to the Notes in form and substance, mutatis mutandis. In order to effectuate a purchase and sale of the Convertible Additional Notes, the Company and the Purchaser electing to purchase Additional Notes (each an the “Additional Purchase” Electing Purchaser”) shall enter into such agreements and collectively “Additional Purchases”). Each Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by the Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes; provided that the Maturity Date (as defined in the Convertible Notes) of the Convertible Notes shall be four (4) months from the issuance date of such Additional Notes. Further, upon each Additional Purchase, each Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement instruments (the “Additional WarrantsNotes Transaction Documents”) provided that the Expiration Date as they deem appropriate and which shall include updated disclosure schedules (as defined “Updated Disclosure Schedules”) and representations, warranties and covenants substantially identical to those set forth in the Warrants) Transaction Documents. The Company shall deliver Updated Disclosure Schedules to the Electing Purchaser within three days after such Electing Purchaser gives notice to the Company that such Electing Purchaser intends to purchase Additional Notes. The Company and the Electing Purchaser shall use their reasonable best efforts to close the purchase of Additional Notes within 15 days from the Election Date. The Electing Purchaser may rescind its election to purchase Additional Notes at any time prior to the execution and delivery of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers elect to execute an Additional Purchase pursuant to this Section 4(j), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply following the date on which the Additional Notes and Additional Warrants are delivered but only if the aggregate purchase price for such Additional Purchase is at least $1,000,000Transaction Documents.

Additional Investment. Beginning on the date hereof and ending on the one (1) year anniversary from the later of (i) the date a Registration Statement covering all Registrable Securities is declared effective or (ii) the date the Company has obtained Stockholder Approval, each the Buyer shall have the right, but not the obligation, at any time from time to time, in its sole and absolute discretion to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to an aggregate principal amount of $11,578,947.37 8,147,368.42 on the same terms and conditions as applicable to the purchase and sale of the Convertible Notes (each an “Additional Purchase” and collectively “Additional Purchases”). Each The Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by the Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes; provided that the Maturity Date (as defined in the Convertible Notes) of the Convertible Notes shall be four (4) months from the issuance date of such Additional Notes. Further, upon each Additional Purchase, each the Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional Warrants”) provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers elect elects to execute an Additional Purchase pursuant to this Section 4(j), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j4(i) shall apply following the date on which the Additional Notes and Additional Warrants are delivered but only if the aggregate purchase price for such Additional Purchase is at least $1,000,000.

Additional Investment. Beginning on of the date hereof and ending on the one (1) year anniversary from the later of (i) the date a the Initial Registration Statement covering all Registrable Securities is declared effective or (ii) the date the Company has obtained Stockholder Approval, each Buyer shall have the right, but not the obligation, at any time from time to time, in its sole and absolute discretion to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to of an aggregate principal amount of $11,578,947.37 50,000,000 on the same terms and conditions as applicable to the purchase and sale of the Convertible Notes (each an “Additional Purchase” and collectively “Additional Purchases”). Each Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by the such Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes; provided that the Maturity Date (as defined in the Convertible Notes) of the Convertible Notes shall be four (4) months from the issuance date of such Additional Notes. Further, upon each Additional Purchase, each Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional Warrants”) provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers elect to execute an Additional Purchase pursuant to this Section 4(j4(k), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply but only if the aggregate purchase price for such Additional Purchase is $5,000,000 or more. Further, the restrictions on Additional Issuances provided in Section 4(j) shall apply during the 90 days following the date on which the Additional Notes and Additional Warrants are delivered but only if the aggregate purchase price for such Additional Purchase is at least $1,000,000delivered.

Additional Investment. Beginning on the date hereof and ending on the one (1) year anniversary from the later of (i) the date a Registration Statement covering all Registrable Securities is declared effective or (ii) the date the Company has obtained Stockholder Approval, each the Buyer shall have the right, but not the obligation, at any time from time to time, in its sole and absolute discretion to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to an aggregate principal amount of $11,578,947.37 4,736,842.11 on the same terms and conditions as applicable to the purchase and sale of the Convertible Notes (each an “Additional Purchase” and collectively “Additional Purchases”). Each The Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by the Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes; provided that the Maturity Date (as defined in the Convertible Notes) of the Convertible Notes shall be four (4) months from the issuance date of such Additional Notes. Further, upon each Additional Purchase, each the Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional Warrants”) provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers Buyer elect to execute an Additional Purchase pursuant to this Section 4(j), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply following the date on which the Additional Notes and Additional Warrants are delivered but only if the aggregate purchase price for such Additional Purchase is at least $1,000,000.

Additional Investment. Beginning on the date hereof and ending on the one (1) year anniversary from the later of (i) the date a Registration Statement covering all Registrable Securities is declared effective or (ii) the date the Company has obtained Stockholder Approval, each Buyer shall have the right, but not the obligation, at any time from time to time, in its sole and absolute discretion to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to an aggregate principal amount of $11,578,947.37 4,052,631.58 on the same terms and conditions as applicable to the purchase and sale of the Convertible Notes Note in the principal amount of $2,105,263.16 purchased on the date hereof (each an “Additional Purchase” and collectively “Additional Purchases”). Each Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by the Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes; provided that the Maturity Date (as defined in the Convertible Notes) of the Convertible Notes shall be four (4) months from the issuance date of such Additional Notes. Further, upon each Additional Purchase, each Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional Warrants”) provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers elect elects to execute an Additional Purchase pursuant to this Section 4(j4(k), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply following the date on which the Additional Notes and Additional Warrants are delivered but only if the aggregate purchase price for such Additional Purchase is at least $1,000,000.

Additional Investment. Beginning on the date hereof and ending on the one (1) year anniversary from the later of (i) the date a Registration Statement covering all Registrable Securities is declared effective or (ii) the date the Company has obtained Stockholder Approval, each Buyer shall have the right, but not the obligation, at any time from time to time, in its sole and absolute discretion to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to an aggregate principal amount of $11,578,947.37 4,000,000.00 on the same terms and conditions as applicable to the purchase and sale of the Convertible Notes (each an “Additional Purchase” and collectively “Additional Purchases”). Each Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by the Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes; provided that the Maturity Date (as defined in the Convertible Notes) of the Convertible Notes shall be four (4) months from the issuance date of such Additional Notes. Further, upon each Additional Purchase, each Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional Warrants”) provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers elect to execute an Additional Purchase pursuant to this Section 4(j), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply following the date on which the Additional Notes and Additional Warrants are delivered but only if the aggregate purchase price for such Additional Purchase is at least $1,000,000.

Additional Investment. Beginning on the date hereof and ending on the one (1) year anniversary from the later of (i) the date a Registration Statement covering all Registrable Securities is declared effective or (ii) the date the Company has obtained Stockholder Approval, each Buyer shall have the right, but not the obligation, at any time from time to time, in its sole and absolute discretion to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to an aggregate principal amount of $11,578,947.37 3,147,368.42 on the same terms and conditions as applicable to the purchase and sale of the Convertible Notes (each an “Additional Purchase” and collectively “Additional Purchases”). Each Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by the Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes; provided that the Maturity Date (as defined in the Convertible Notes) of the Convertible Notes shall be four (4) months from the issuance date of such Additional Notes. Further, upon each Additional Purchase, each Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional Warrants”) provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers elect to execute an Additional Purchase pursuant to this Section 4(j), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply following the date on which the Additional Notes and Additional Warrants are delivered but only if the aggregate purchase price for such Additional Purchase is at least $1,000,000.

Additional Investment. Beginning on the date hereof and ending on the one (1) year anniversary from the later of (i) the date a Registration Statement covering all Registrable Securities is declared effective or (ii) the date the Company has obtained Stockholder Approval, each Buyer shall have the right, but not the obligation, at any time from time to time, in its sole and absolute discretion to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to an aggregate principal amount of $11,578,947.37 6,315,789.48 on the same terms and conditions as applicable to the purchase and sale of the Convertible Notes (each an “Additional Purchase” and collectively “Additional Purchases”). Each Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by the Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes; provided that the Maturity Date (as defined in the Convertible Notes) of the Convertible Notes shall be four (4) months from the issuance date of such Additional Notes. Further, upon each Additional Purchase, each Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional Warrants”) provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers elect to execute an Additional Purchase pursuant to this Section 4(j4(k), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply following the date on which the Additional Notes and Additional Warrants are delivered but only if the aggregate purchase price for such Additional Purchase is at least $1,000,0001,500,000.