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 $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 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 $4,000,000.00 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) Subject to the date a Registration Statement covering all Registrable Securities is declared effective or (ii) terms and conditions of this Agreement, the date Issuer agrees to issue and sell to the Company has obtained Stockholder Approval, each Buyer shall have Purchaser and the right, but not the obligation, at any time from time to time, in its sole and absolute discretion Purchaser agrees to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal Issuer, from time to such Buyer’s pro rata portion of up to an aggregate principal amount of $4,000,000.00 on the same terms time and conditions as applicable subject to the purchase and sale satisfaction or waiver as of such Closing Date of the Convertible Notes conditions set forth in Section 5.01, at one or more Closings (each an “Additional Purchase” and collectively Investment Closing”; the date of an Additional Investment Closing, an “Additional PurchasesInvestment Closing Date”) following the First Closing, the number of Series E Preferred Stock set forth opposite such Purchaser’s name on Schedule 2.01(b) hereto (as adjusted for any stock splits, reverse-stock splits, combinations, stock dividends, recapitalizations or other similar events of the Series E Preferred Stock). Each Buyer may exercise ; provided, that the obligation of the Issuer to sell, and the obligation of the Purchaser to purchase shares of Series E Preferred Stock pursuant to this Agreement shall expire at the Commitment Expiration Time (other than with respect to issuances and sales contemplated by Additional Investment Notices issued prior to the Commitment Expiration Time (but subject to satisfaction or waiver of the conditions set forth in Section 5.01)). (ii) Subject to the satisfaction or waiver as of such right by Additional Investment Closing Date of the delivery conditions set forth in Section 5.01, the Purchaser shall, on the Additional Investment Closing Date set forth in the Additional Investment Notice, purchase the shares of Series E Preferred Stock from the Issuer under this Section 2.01(b) following the receipt of a written notice (an “Additional Investment Notice”) from the Issuer. The Issuer shall be permitted to revoke an Additional Investment Notice at any time prior to the Company, which notice applicable Additional Investment Closing. The Additional Investment Notice shall include a statement that such Buyer is exercising its right to cause set forth the Additional Purchases, Investment Closing Date and the principal amount number of Convertible Notes shares of Series E Preferred Stock to be purchased by the Purchaser at such BuyerAdditional Investment Closing Date; provided, and however, that in no event shall the date on which Purchaser’s obligation to purchase shares of Series E Preferred Stock pursuant to this Agreement at all Closings hereunder exceed, in the aggregate, the Aggregate Maximum Commitment. The Issuer shall deliver the Additional Investment Notice to the Purchaser at least two (2) full Business Days prior to each such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Investment Closing shall occur within Date. No later than one (1) Trading Day following receipt calendar day before any Additional Investment Closing Date, the Issuer may notify the Purchaser in writing of such notice a reduction in the aggregate amount of funds required by the CompanyIssuer on such Additional Investment Closing Date, or such other date mutually agreed upon in which case the number of shares of Series E Preferred Stock to be purchased 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 Purchaser at such Additional Notes. Further, upon each Additional Purchase, each Buyer shall receive its proportional amount of warrants identical to the terms Investment Closing Date 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 therefor shall be reduced accordingly; provided, however, that in no event shall the aggregate number of shares of Series E Preferred Stock to be purchased by the Purchaser in each such Additional Purchase is at least $1,000,000Investment Closing Date be less than 5,000.

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 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 $4,000,000.00 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 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 $4,000,000.00 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 (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 $4,000,000.00 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 (a) From the date hereof and ending on until 18 months after 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 ApprovalEffective Date, each Buyer shall have the right, but not the obligation, at any time from time to timePurchaser may, in its sole determination, elect to purchase, severally and absolute discretion not jointly with the other Purchasers, in the ratio of such Purchaser's original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional debentures for an aggregate purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion price of up to an aggregate principal amount $15,000,000 and warrants to acquire shares of $4,000,000.00 on Common Stock (such securities, the same "GREENSHOE SECURITIES" and such right to receive the Greenshoe Securities pursuant to this Section 4.17, the "PURCHASER GREENSHOE RIGHTS"). (b) The Company shall have the right to put the Greenshoe Securities ("COMPANY GREENSHOE RIGHTS" and collectively with the Purchaser Greenshoe Rights, the "GREENSHOE RIGHTS") to each Purchaser as follows and subject to the following terms and conditions as applicable (please refer to ANNEX A for the purchase actual conversion prices and sale exercise prices of the Convertible Notes securities underlying the Greenshoe Rights): (i) commencing on the 90th calendar day following the Effective Date through and including the 179th calendar day following the Effective Date ("FIRST GREENSHOE PERIOD"), if each an “Additional Purchase” of the VWAPs for any 20 consecutive Trading Day period during the First Greenshoe Period exceeds $7.80, subject to adjustment for reverse and collectively “Additional Purchases”). Each Buyer may exercise forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement, within 1 Trading Day of the end of any such right period meeting such pricing requirement, 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 each Purchaser (“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"FIRST COMPANY GREENSHOE NOTICE"), the Company agrees shall have the right to require each Purchaser to purchase up, in the aggregate during the First Greenshoe Period, their Pro Rata Share (as defined below) of up to $5 million of the Greenshoe Securities having a conversion price of $6.50, subject to adjustment for reverse and covenants forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply following occur after the date of this Agreement. "PRO RATA SHARE", as used under this Section 4.17(b)(i), shall be the ratio of such Purchaser's Subscription Amount on which the Additional Notes and Additional Warrants are delivered but only if Closing Date to the aggregate purchase price for Subscription Amounts of all Purchasers on the Closing Date; provided that a Purchaser's Pro Rata Share of the Greenshoe Securities required to be purchased shall be reduced by an amount equal to any Greenshoe Securities purchased by such Additional Purchase is at least $1,000,000.Purchaser prior to the date of the First Company Greenshoe Notice;

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 $4,000,000.00 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.

Additional Investment. Beginning 2.1. In connection with the transaction contemplated by this Amendment, the Company and the Purchasers agree to purchase an additional $1,000,000 of Notes as set forth on Schedule A hereto (the date hereof and ending on “Additional Investment”). 2.2. On the one (1) year anniversary from the later signing of this Amendment, (i) the date Company shall issue to each Purchaser (x) a Registration Statement covering all Registrable Securities is declared effective or new note in the form of Exhibit A hereto (the “New Notes”), registered in the name of such Purchaser, in the principal amount indicated on Schedule A hereto under the heading “New Note Principal Amount”, (y) a new warrant in the form of Exhibit B hereto (the “New Warrants”), registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Underlying Shares indicated on Schedule A hereto under the heading “New Warrant Shares”, and (z) a new additional investment right in the form of Exhibit C hereto (the “New Additional Investment Rights”), registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such principal amount of Additional Notes and Additional Investment Right Warrants indicated below on Schedule A hereto under the headings “New Additional Investment Right – Additional Notes” and “New Additional Investment Right – Warrant Shares”, respectively, on the terms set forth therein; and (ii) the date Purchasers shall deliver or cause to be delivered to the Company has obtained Stockholder Approval, each Buyer shall have their respective purchase prices for the right, but not the obligation, at any time from time to timeAdditional Investment, in its sole United States dollars and absolute discretion in immediately available funds, by wire transfer to purchase from an account designated in writing by the Company additional Convertible Notes (the “Additional Notes”) in an amount equal for such purpose. The Purchasers agree to such Buyer’s pro rata portion of up to an aggregate principal amount of $4,000,000.00 on the same terms and conditions as applicable send to the purchase Company for cancellation the original Notes, Warrants and sale Additional Investment Rights issued under the Purchase Agreement within 10 days following the receipt of the Convertible Notes (each an “New Notes, New Warrants and New Additional Purchase” Investment Rights. 2.3. The Purchasers and collectively “Additional Purchases”). Each Buyer may exercise such right by the delivery of written notice Company hereby amend the Security Agreement 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 Investment as Secured Obligations (as defined in the Convertible NotesSecurity Agreement) 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 $1,000,000Company.

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 $4,000,000.00 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 $4,000,000.00 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.