Common use of Additional Purchases Clause in Contracts

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject to the terms and conditions contained herein, to provide to the Company the Additional Amount (as defined herein) in the form of: (x) an additional senior loan having terms identical to the terms set forth in the Loan Agreement (the “Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted to the Company pursuant to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan Agreement. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject Subject to the terms and conditions contained hereinof this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to provide direct the Investor by the Company’s delivery to the Company Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Amount Purchase Price on the Purchase Date (as defined hereineach such purchase, an “Additional Purchase”); provided, however, that (i) the Company may not deliver to the Investor more than two (2) separate Additional Purchase Notices pursuant to this Agreement, (ii) at least thirty (30) Business Days must pass between the Company’s delivery of the first Additional Purchase Notice to the Investor and the Company’s delivery of the second Additional Purchase Notice to the Investor, (iii) the Investor’s committed obligation under any single Additional Purchase shall not exceed One Million Dollars ($1,000,000), and (iv) the Investor’s committed obligation under both Additional Purchases shall not exceed Two Million Dollars ($2,000,000) in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price is not below $1.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) $1.00). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s delivery to the Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Purchase Price on the Purchase Date (a) In the event that: each such purchase, an “Additional Purchase”); provided, however, that (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered Company may not deliver to the Administrative Agent and Investor more than four (4) separate Additional Purchase Notices pursuant to this Agreement, (ii) the Company is not in possession on the date it provides a Put may deliver an Additional Purchase Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject to the terms Investor only if at least fifteen (15) Business Days have passed since the most recent Additional Purchase was completed, (iii) the Investor’s committed obligation under any single Additional Purchase shall not exceed Five Hundred Thousand Dollars ($500,000), and conditions contained herein, to provide to (iv) the Company the Investor’s committed obligation under all four Additional Amount Purchases shall not exceed Two Million Dollars (as defined herein$2,000,000) in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price is not below $2.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) $2.00). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In From time to time, at any time following the event thatInitial Closing Date, the Company may request that the Purchaser purchase (in minimum funding increments of $3,000,000, provided that no single such request shall be for an aggregate amount less than $20,000,000) (each, a “Subsequent Purchase”), for the purposes contemplated by Section 5.2 of this Agreement or such other purpose as may be agreed in writing by the Purchaser, and the Purchaser shall so purchase, within ten Business Days of such request by the Company, a specified number of additional Preferred Units (“Additional Preferred Units”) at the Preferred Unit Purchase Price; provided, however, that the Purchaser shall have no further obligation to purchase Additional Preferred Units upon the earliest to occur of the following: (i) the date that is 24 months following the Initial Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and Date; (ii) the Company is not in possession on consummation of a Qualified Public Offering; (iii) a Change of Control or a liquidation, dissolution or winding up of the date it provides a Put Notice Company; and (iv) such time as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have Aggregate Purchase Price paid by the option Purchaser at the Initial Closing and all Subsequent Closings meets or exceeds the Commitment (the “Initial Put Option”) to require Whitebox, subject to the terms and conditions contained herein, to provide to the Company the Additional Amount (as defined herein) in the form of: (x) an additional senior loan having terms identical to the terms set forth in the Loan Agreement (the “Additional Senior LoanCompletion Date”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted to the Company pursuant to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan Agreement. (b) Notwithstanding anything herein in this Section 2.2 to the contrary, the Additional Senior Loan Amount and the Put Note Amount Purchaser shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox no obligation to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes any Additional Preferred Units in a Subsequent Closing if (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on i) one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as conditions set forth in Section 4.1 herein)2.5(a) or Section 2.5(b) are not satisfied or waived with respect to such Subsequent Closing, (ii) at such time, the Company is in breach of the Amended and Restated LLC Agreement due to its failure to obtain the prior approval of the Requisite Preferred Holders with respect to the proposed use of the proceeds of the Subsequent Purchase, if such approval is required by the Representative, acting on behalf Amended and Restated LLC Agreement or (iii) the proposed use of Whitebox, providing the Company with a written notice proceeds of such exercise (the “Option Notice”). Notwithstanding Subsequent Purchase is not for any of the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be permitted purposes set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached heretoSection 5.2 of this Agreement.

Additional Purchases. (a) In the event that: (i) Subject to the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate limitations set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox2(b)(ii), then the Company shall have the option right (the “Initial Put Option”"ADDITIONAL INVESTMENT RIGHT") to require Whitebox, subject the Purchaser to purchase additional shares of Common Stock ("ADDITIONAL SHARES") during the terms 1997 and conditions contained herein, to provide to the Company the Additional Amount (as defined herein) in the form of: (x) an additional senior loan having terms identical to the terms set forth in the Loan Agreement 1998 calendar years (the “Additional Senior Loan”"EXERCISE PERIOD"). The Company, (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox acting in its sole discretion, may exercise the Additional Investment Right at any time and from time to time during the Exercise Period by delivering a written notice (an "EXERCISE NOTICE") to the Purchaser stating the total consideration to be paid by the Purchaser for the Additional Shares being sold pursuant to such exercise of the Additional Investment Right (an "ADDITIONAL PURCHASE PRICE") and the date (which shall be a Business Day not fewer than five Business Days or more than ten Business Days after the Purchaser's receipt of the Exercise Notice) on which the purchase and sale of the Additional Shares subject to that notice is expected to take place. Each closing of the issuance and sale to the Purchaser of Additional Shares (each an "ADDITIONAL CLOSING") shall occur at the Company's headquarters, or such other place as the parties may mutually agree, on the date specified in the applicable Exercise Notice, or, if all of the conditions set forth in Section 2(e) have not been satisfied or waived as of that date, on the first Business Day thereafter that all of the conditions set forth in Section 2(e) have been satisfied or waived (each an "ADDITIONAL CLOSING DATE"). For the avoidance of any doubtAt each Additional Closing, the manner in which Purchaser shall deliver the Additional Amount shall be provided to Purchase Price specified in the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted applicable Exercise Notice to the Company pursuant by wire transfer to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”)account specified in Schedule 1, and may be exercised once upon notice by in exchange therefor the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount issue to the Company that number of Additional Shares as is determined by dividing the Additional Exercise Price delivered by the Fair Market Value of the Common Stock on such Additional Closing Date, and executes deliver to the Purchaser's representative present at the Additional Closing or mail to the Purchaser, at the Purchaser's discretion, a valid stock certificate registered in the name of the Purchaser Joinder Agreement attached heretorepresenting such Additional Shares. Notwithstanding anything herein to If the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period Purchaser elects to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoingstock certificate mailed, the Company shall not be entitled telecopy to exercise the Purchaser a copy of such option if it is in violation of certificate concurrently with the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding Purchaser's delivery of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPurchase Price. (bii) Notwithstanding anything herein to the contrary, each exercise of the Additional Senior Loan Amount Investment Right is subject to the following limitations: (A) The Purchaser shall not be obligated to pay more than Four Million Dollars ($4,000,000) in aggregate Additional Purchase Price in any calendar year, except as set forth in Section 2(b)(ii)(C) and except that if any Exercise Notice delivered after October 1, 1997 and before January 1, 1998 does not result in payment by Abbott of the Put Note Amount Additional Purchase Price specified therein because the condition to Abbo▇▇'▇ ▇▇▇chase obligation set forth in Section 2(e)(i)(E) is not satisfied or waived, then the amount of such unpaid Additional Purchase Price (the "UNPAID PRICE") shall notbe added to the maximum aggregate Additional Purchase Price that the Purchaser may (subject to satisfaction of the applicable conditions herein, including the condition in Section 2(e)(i)(E)) be obligated to pay in the calendar year of 1998, but only if the Company delivers before March 31, 1998 an Exercise Notice or Exercise Notices specifying, in the aggregate, exceed $5,181,348 (an Additional Purchase Price at least equal to the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cashUnpaid Price. (cB) Notwithstanding In any other provision calendar year that the Company exercises the Additional Investment Right, the aggregate Additional Purchase Price specified in any Exercise Notice delivered in that year must be at least Two Million Dollars ($2,000,000). (C) In no event shall the Purchaser be required to purchase pursuant to this Section 2(b) a number of Shares that, together with the Shares then owned by the Purchaser, would exceed 19% of the then outstanding shares of Common Stock of the Company (giving effect to the contraryissuance to Purchaser), and the Structuring Fee number of Additional Shares to be purchased on any Additional Closing Date shall, at the Purchaser's option, be reduced by such excess number of shares, provided that the Fair Market Value of the Shares not sold to the Purchaser in 1997 as a result of any such reduction shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event added to the Company will pay additional amounts so maximum aggregate Additional Purchase Price that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. may (d) Notwithstanding the foregoing, the Company hereby grants an option subject to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days satisfaction of the later of (i) applicable conditions herein, including the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth condition in Section 4.1 herein2(b)(ii)(C), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) be obligated to any Affiliate of Whitebox if such assignment shall be set forth pay in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto1998.

Additional Purchases. Subject to the terms and conditions of this Agreement, from and after the tenth (a10th) In day immediately following the event that: Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s delivery to the Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Purchase Price on the Purchase Date (each such purchase, an “Additional Purchase”); provided, however, that (i) the Closing Price (as defined herein) of Company may deliver an Additional Purchase Notice to the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on Investor only if at least twenty (20) Trading Business Days out of thirty (30) consecutive Trading Days (have passed since the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and most recent Additional Purchase was completed, (ii) the Company is Investor’s committed obligation under any single Additional Purchase shall not in possession on exceed Five Hundred Thousand Dollars ($500,000), and (iii) the date it provides a Put Notice Investor’s committed obligation under all Additional Purchases shall not exceed Three Million Dollars (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject to the terms and conditions contained herein, to provide to the Company the Additional Amount (as defined herein$3,000,000) in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price is not below $0.75 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s delivery to the Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Purchase Price on the Purchase Date (a) In the event that: each such purchase, an “Additional Purchase”); provided, however, that (i) the Closing Price (as defined herein) of Company may deliver an Additional Purchase Notice to the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on Investor only if at least twenty fifteen (2015) Trading Business Days out of thirty (30) consecutive Trading Days (have passed since the “Put Period”) beginning Closing Date on which the date the Officer’s Certificate set forth most recent Additional Purchase was completed in Section 4.13 hereof is delivered to the Administrative Agent and accordance with this Agreement, (ii) the Company is shall not direct the Investor to purchase in possession any single Additional Purchase a number of Purchase Shares for which the aggregate Additional Purchase Price therefor, as calculated in accordance with this Agreement on the date it provides a Put Notice applicable Purchase Date, is less than One Hundred Thousand Dollars (as defined herein$100,000), (iii) of material non-public information that has the Investor’s committed obligation under any single Additional Purchase shall not been previously disclosed to Whiteboxexceed Five Hundred Thousand Dollars ($500,000), then and (iv) the Company Investor’s committed obligation under all Additional Purchases shall have the option not exceed Two Million Dollars (the “Initial Put Option”) to require Whitebox, subject to the terms and conditions contained herein, to provide to the Company the Additional Amount (as defined herein$2,000,000) in the form ofaggregate. The Company may deliver an Additional Purchase Notice to the Investor only on a Purchase Date on which (A) the Closing Sale Price of the Common Shares is not below $1.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) and (B) the total number of outstanding Common Shares exceeds Twelve Million Five Hundred Thousand (12,500,000) Common Shares (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company: (xI) an additional senior loan having terms identical delivers any Additional Purchase Notice for a Purchase Amount that is less than minimum amount required for any single Additional Purchase pursuant to clause (ii) of the proviso of the first sentence of this Section 2(b), such Additional Purchase Notice shall be void ab initio and the Investor shall not purchase any Purchase Shares included in such Additional Purchase Notice, or (II) delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(b) (excluding clause (ii) of the proviso of the first sentence of this Section 2(b)), such Additional Purchase Notice shall be void ab initio to the terms extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth belowPurchase Notice; provided that with respect to this clause (II), the option granted Investor shall remain obligated to purchase the number of Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In the event that: (i) Subject to the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate limitations set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to WhiteboxSECTION 2(b)(ii), then the Company shall have the option right (the “Initial Put Option”"ADDITIONAL INVESTMENT RIGHT") to require Whitebox, subject the Purchaser to purchase additional shares of Common Stock ("ADDITIONAL SHARES") during the terms 1997 and conditions contained herein, to provide to the Company the Additional Amount (as defined herein) in the form of: (x) an additional senior loan having terms identical to the terms set forth in the Loan Agreement 1998 calendar years (the “Additional Senior Loan”"EXERCISE PERIOD"). The Company, (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox acting in its sole discretion, may exercise the Additional Investment Right at any time and from time to time during the Exercise Period by delivering a written notice (an "EXERCISE NOTICE") to the Purchaser stating the total consideration to be paid by the Purchaser for the Additional Shares being sold pursuant to such exercise of the Additional Investment Right (an "ADDITIONAL PURCHASE PRICE") and the date (which shall be a Business Day not fewer than five Business Days or more than ten Business Days after the Purchaser's receipt of the Exercise Notice) on which the purchase and sale of the Additional Shares subject to that notice is expected to take place. Each closing of the issuance and sale to the Purchaser of Additional Shares (each an "ADDITIONAL CLOSING") shall occur at the Company's headquarters, or such other place as the parties may mutually agree, on the date specified in the applicable Exercise Notice, or, if all of the conditions set forth in SECTION 2(e) have not been satisfied or waived as of that date, on the first Business Day thereafter that all of the conditions set forth in SECTION 2(e) have been satisfied or waived (each an "ADDITIONAL CLOSING DATE"). For the avoidance of any doubtAt each Additional Closing, the manner in which Purchaser shall deliver the Additional Amount shall be provided to Purchase Price specified in the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted applicable Exercise Notice to the Company pursuant by wire transfer to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”)account specified in SCHEDULE 1, and may be exercised once upon notice by in exchange therefor the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount issue to the Company that number of Additional Shares as is determined by dividing the Additional Exercise Price delivered by the Fair Market Value of the Common Stock on such Additional Closing Date, and executes deliver to the Purchaser's representative present at the Additional Closing or mail to the Purchaser, at the Purchaser's discretion, a valid stock certificate registered in the name of the Purchaser Joinder Agreement attached heretorepresenting such Additional Shares. Notwithstanding anything herein to If the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period Purchaser elects to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoingstock certificate mailed, the Company shall not be entitled telecopy to exercise the Purchaser a copy of such option if it is in violation of certificate concurrently with the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding Purchaser's delivery of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPurchase Price. (bii) Notwithstanding anything herein to the contrary, each exercise of the Additional Senior Loan Amount Investment Right is subject to the following limitations: (A) The Purchaser shall not be obligated to pay more than Four Million Dollars ($4,000,000) in aggregate Additional Purchase Price in any calendar year, except as set forth in SECTION 2(b)(ii)(C) and except that if any Exercise Notice delivered after October 1, 1997 and before January 1, 1998 does not result in payment by Abbott of the Put Note Amount Additional Purchase Price specified therein because the condition to ▇▇▇▇▇▇'▇ purchase obligation set forth in SECTION 2(e)(i)(E) is not satisfied or waived, then the amount of such unpaid Additional Purchase Price (the "UNPAID PRICE") shall notbe added to the maximum aggregate Additional Purchase Price that the Purchaser may (subject to satisfaction of the applicable conditions herein, including the condition in SECTION 2(e)(i)(E)) be obligated to pay in the calendar year of 1998, but only if the Company delivers before March 31, 1998 an Exercise Notice or Exercise Notices specifying, in the aggregate, exceed $5,181,348 (an Additional Purchase Price at least equal to the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cashUnpaid Price. (cB) Notwithstanding In any other provision calendar year that the Company exercises the Additional Investment Right, the aggregate Additional Purchase Price specified in any Exercise Notice delivered in that year must be at least Two Million Dollars ($2,000,000). (C) In no event shall the Purchaser be required to purchase pursuant to this SECTION 2(b) a number of Shares that, together with the Shares then owned by the Purchaser, would exceed 19% of the then outstanding shares of Common Stock of the Company (giving effect to the contraryissuance to Purchaser), and the Structuring Fee number of Additional Shares to be purchased on any Additional Closing Date shall, at the Purchaser's option, be reduced by such excess number of shares, provided that the Fair Market Value of the Shares not sold to the Purchaser in 1997 as a result of any such reduction shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event added to the Company will pay additional amounts so maximum aggregate Additional Purchase Price that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. may (d) Notwithstanding the foregoing, the Company hereby grants an option subject to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days satisfaction of the later of (iapplicable conditions herein, including the condition in SECTION 2(b)(ii)(C)) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth be obligated to pay in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto1998.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject Subject to the terms and conditions contained hereinof this Agreement and the other Transaction Documents, and so long as (1) the Registration Statement (as defined hereafter) has been filed with the SEC within sixty (60) days of the Initial Closing Date, and (2) no Event of Default has occurred under any of the Notes, the undersigned Buyer hereby agrees to provide loan to the Company an additional $100,000.00 (each an “Additional Net Purchase Price”) on or about each monthly anniversary of the issuance of the First Note during the four consecutive calendar months immediately following such issuance of the First Note, for a total aggregate Additional Net purchase Price of $400,000.00. (ii) The obligation to repay such additional loans from the Buyer shall be evidenced by the Company’s issuance of four additional corresponding Convertible Promissory Notes to the Buyer each in the principal amount of $130,000.00 substantially in the form attached hereto as Annex XIV (the “Second Note,” “Third Note,” “Fourth Note,” and “Fifth Note,” respectively, and collectively, the “Additional Notes”). The First Note, together with each of the Additional Amount Notes shall be referred to herein each as a “Note” and collectively as the “Notes.” Each of the Additional Notes shall provide for a Conversion Price (as defined herein) in the form of: (x) an additional senior loan having terms identical to the terms set forth in the Loan Agreement (the “Additional Senior Loan”therein), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase which price equal may be adjusted from time to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and as provided in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted to the Company pursuant to this Section 1.5(aNote. (iii) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to As additional consideration for each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoingNet Purchase Price, the Company shall not be entitled also issue to exercise such option if it is in violation the Buyer a warrant to purchase 250,000 shares of the terms of Common Stock substantially in the Registration Rights Agreement form attached hereto as Annex XV (the “Second Warrant,” “Third Warrant,” “Fourth Warrant,” and such violation remains uncured“Fifth Warrant,” respectively, and collectively, the “Additional Warrants”). The terms and conditions of the funding First Warrant, together with each of the Additional Senior Loan Warrants shall be governed by, referred to herein each as a “Warrant” and shall be in accordance with, the Loan Agreement. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (collectively as the “Maximum Additional Amount”) at any time (excludingWarrants.” The Warrants, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, shall be referred to herein as the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “NotesPurchased Securities.”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s delivery to the Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Purchase Price on the Purchase Date (a) In the event that: each such purchase, an “Additional Purchase”); provided, however, that (i) the Closing Price (as defined herein) of Company may deliver an Additional Purchase Notice to the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on Investor only if at least twenty (20) Trading Business Days out of thirty (30) consecutive Trading Days (have passed since the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and most recent Additional Purchase was completed, (ii) the Company is Investor’s committed obligation under any single Additional Purchase shall not in possession on exceed Five Hundred Thousand Dollars ($500,000), and (iii) the date it provides a Put Notice Investor’s committed obligation under all Additional Purchases shall not exceed Three Million Dollars (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject to the terms and conditions contained herein, to provide to the Company the Additional Amount (as defined herein$3,000,000) in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price is not below $0.75 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered Subject to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject to upon the terms and conditions contained hereinherein set forth, on the first Settlement Date and on each Settlement Date thereafter prior to the earlier of a Wind-Down Date or the date of a Collection Agent Event of Default specified in Section 5.05(g) (the Initial Purchase Date and each such Settlement Date on which a purchase shall occur, a "Purchase Date"), the Seller shall offer to sell and assign to the Company, and the Company shall purchase from the Seller, all right, title and interest of the Seller in, to provide and under each retail installment sale contract originated by the Parent, the Seller or Wurlitzer during or prior to the Company preceding Settlement Period which satisfies each of the Additional Amount (as defined herein) criteria specified in the form of: definition of Eligible Receivable (each such retail installment sale contract, an "Additional Receivable"), together with all monies due or to become due and all amounts received with respect thereto (including Finance Charge Receivables), and all proceeds thereof, including the proceeds of any sale or disposition of any goods or merchandise subject thereto and all right, title and interest of the Seller in, to and under the Retail Purchase Agreement or any other Origination Agreement in respect thereof. The purchase price for such Additional Receivables shall consist of (1) an amount equal to the product of (x) an additional senior loan having terms identical to the terms set forth in Outstanding Principal Receivables being purchased as of the Loan Agreement (the “Additional Senior Loan”), Notice Date and (y) the purchase of additional Convertible Notes Cash Percentage, which shall be payable in cash on such Purchase Date and (2) the “Put Notes”) (at a purchase price equal to the aggregate principal amount of Deferred Purchase Price specified in Section 2.03. All such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, subsequent sales and assignments shall be made pursuant to the Exchange form of Additional Assignment attached hereto as Annex E. No purchase of Receivables shall be made pursuant to this Section 2.02 (i) after a Wind-Down Date shall have occurred or (ii) if after giving effect thereto the Outstanding Principal Receivables would exceed the Commitment. If at any time the Commercial Paper shall no longer be rated at least "D-1" in the case of D&P, "P-1" in the case of Moody's and "A-1" in the case of S&P, the Seller shall not be obligated to offer to sell and assign Additional Receivables to the Company, but may, at its option, unless a Wind-Down Date shall have occurred, elect to do so, in which event the Company shall be obligated to purchase such Additional Receivables from the Seller in accordance with the terms of hereof. (b) In connection with each sale pursuant to Section 1.4 2.02(a) hereof, the Seller shall, at its own expense, on or prior to the related Purchase Date (z1) deliver to the Company an executed Additional Assignment which shall have attached thereto as Schedule I a combination thereof list identifying each Additional Receivable being sold and assigned to the Company on such Purchase Date by account number, account name and outstanding principal balance, (allocated in a manner determined by Whitebox 2) indicate in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Company, and any allocations of own computer files that such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted Receivables have been transferred to the Company pursuant to this Section 1.5(aAgreement, (3) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”)make such additional UCC financing statement filings, and if any, as may be exercised once upon notice by necessary under the Company UCC and applicable law to each perfect the sale of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify Receivables from the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount Seller to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “4) mark ▇▇▇h Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan Agreement. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company Receivable with a written notice of legend stating that such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price Additional Receivable has been transferred to the Company and executes the Purchaser Joinder Agreement attached heretopursuant to this Agreement.

Additional Purchases. (a) In the event that: that the Corporation issues additional shares of Common Stock (or securities convertible into Common Stock) (“Additional Shares”) following the Closing Date (Additional Shares shall not include issuances of Common Stock, (i) the Closing Price (as defined herein) to employees, officers, director, and consultants of the Company’s common stockCorporation, par value $0.01 per share pursuant to its currently existing warrant, stock option, stock appreciation rights and restricted stock plan (the “Common StockIncentive Plans”), equals if any (“Plan Issuances”), (ii) in an Acquisition Transaction, or is greater than $1.00 per share on at least twenty (20iii) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning issued as a dividend on the date Common Stock or as a result of a stock split of the Officer’s Certificate set forth Common Stock (“Dividend Issuances”)) the Purchaser shall have the right to purchase directly from the Corporation, subject to compliance with any applicable provision of California law and the approval or non-objection of the Federal Reserve, the Department and/or the FDIC, if required, additional shares of Common Stock (or securities convertible into Common Stock) in Section 4.13 hereof is delivered an amount necessary to maintain its ownership percentage of the Common Stock at the same level as it was immediately subsequent to the Administrative Agent Closing Date, at the same price and on the same terms as the Additional Shares are issued ("Purchaser Additional Shares Purchase Right"); provided, however, the Purchaser Additional Shares Purchase Right shall expire the earlier to occur of (i) as a direct result of a transfer of Common Stock by a Purchaser, Patriot’s aggregate economic interests in the Corporation is reduced to less than 7.0% of the issued and outstanding shares of Common Stock of the Corporation (for such purpose any Preferred Shares shall be deemed economic interests equal to the number of shares of Non-Voting Common Stock into which the Preferred Shares are convertible), or (ii) the Company is not in possession on the date it provides a Put Notice passage of five (as defined herein5) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject years subsequent to the terms and conditions contained hereinClosing Date; provided, to provide further that the Purchaser Additional Shares Purchase Right shall be reduced to the Company extent necessary to prevent the Additional Amount (as defined herein) in exercise thereof requiring the form of: (x) an additional senior loan having terms identical Corporation to the terms set forth in the Loan Agreement (the “Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount obtain stockholder approval of such Put Notes) having identical terms exercise in order to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance comply with the terms listing requirements of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion)the NASDAQ Stock Market. For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted to the Company pursuant to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan Agreement. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculationSection, interest paid in kind). To account for “Acquisition Transaction” means any transaction entered into by the payment Corporation relating to any acquisition or purchase thereby of all or substantially all of the Structuring Feebusiness, Whitebox shall be entitled properties or assets of, or any equity interest in, or any merger, consolidation, business combination or similar transaction involving, any third party pursuant to net fund which the Additional Amount. If all or a portion Corporation is the surviving entity thereof and its stockholders hold more than 50% of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars issued and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount outstanding Common Stock upon completion of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached heretoAcquisition Transaction.

Additional Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s delivery to the Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Purchase Price on the Purchase Date (a) In the event that: each such purchase, an “Additional Purchase”); provided, however, that (i) the Closing Price (as defined herein) of Company may deliver an Additional Purchase Notice to the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on Investor only if at least twenty (20) Trading Business Days out of thirty (30) consecutive Trading Days (have passed since the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and most recent Additional Purchase was completed, (ii) the Company is Investor’s committed obligation under any single Additional Purchase shall not in possession on exceed One Million Dollars ($1,000,000), and (iii) the date it provides a Put Notice Investor’s committed obligation under all Additional Purchases shall not exceed Five Million Dollars (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject to the terms and conditions contained herein, to provide to the Company the Additional Amount (as defined herein$5,000,000) in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price is not below $1.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject Subject to the terms and conditions contained hereinof this Agreement, from and after the tenth (10th) calendar day immediately following Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to provide direct the Investor by the Company’s delivery to the Company Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Amount Purchase Price on the Purchase Date (each such purchase, an “Additional Purchase”); provided, however, that (i) the Company may deliver an Additional Purchase Notice to the Investor only if at least thirty (30) Business Days have passed since the most recent Additional Purchase (as defined hereinapplicable) was completed, (ii) the Investor’s committed obligation under any single Additional Purchase shall not exceed One Million Dollars ($1,000,000), and (iii) the Investor’s committed obligation under all Additional Purchases shall not exceed Three Million Dollars ($3,000,000) in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price is not below $0.50 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) $0.50). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject Subject to the terms and conditions contained hereinof this Agreement and the other Transaction Documents, and so long as (1) no Event of Default (as defined in the Notes) has occurred under any of the Notes, (2) each of the representations and warranties of the Company herein remain true and correct as of the date of purchase of each Additional Note), and (3) the Company has complied with all of its obligations and covenants herein and in the Notes as of such date, the undersigned Buyer hereby agrees to provide loan to the Company the Additional Amount (as defined herein) in the form of: (x) an additional senior loan having terms identical to the terms set forth in the Loan Agreement $50,000.00 (the each an “Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put NotesNet Purchase Price”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, on or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted to the Company pursuant to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration about each two-week anniversary of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each issuance of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run First Note beginning on the thirty-first (31) Trading Day following date that is two weeks from the beginning of the initial Put Period Initial Closing Date and ending on the sixtieth (60) Trading Day following the initial Put PeriodAugust 15, such additional option exercise period to have the same terms and conditions2011, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance for a total aggregate Additional Net purchase Price of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan Agreement150,000.00. (bii) Notwithstanding anything herein The obligation to repay such additional loans from the Buyer shall be evidenced by the Company’s issuance of three additional corresponding Secured Convertible Promissory Notes to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, Buyer each in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes 65,000.00 substantially in the form attached hereto as Annex IX (the “Company Option NotesSecond Note,” “Third Note,” and together with the Put Notes“Fourth Note,” and collectively, the “Option Additional Notes,”). The First Note, together with each of the Additional Notes shall be referred to herein each as a “Note” and the Option Notes, collectively with the Exchange Notes, as the “Notes”.” Each of the Additional Notes shall provide for a Conversion Price (as defined therein), at which price may be adjusted from time to as provided in such Additional Note and shall be secured by a purchase price equal security agreement substantially in the form of the Security Agreement and guarantied by Helix Sub pursuant to a guaranty substantially in the aggregate principal amount form of such Company Option Notes purchased (the “Option Purchase Price”)Guaranty, and having identical terms to the Exchange Notes issued, or available for issuance, which Guaranty will be secured by all of Helix Sub’s assets pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached heretoHelix Sub Security Agreement.

Additional Purchases. (a) In the event that: that the Corporation issues additional shares of Common Stock (or securities convertible into Common Stock) (“Additional Shares”) following the Closing Date (Additional Shares shall not include issuances of Common Stock, (i) the Closing Price (as defined herein) to employees, officers, director, and consultants of the Company’s common stockCorporation, par value $0.01 per share pursuant to its currently existing warrant, stock option, stock appreciation rights and restricted stock plan (the “Common StockIncentive Plans”), equals if any (“Plan Issuances”), (ii) in an Acquisition Transaction, or is greater than $1.00 per share on at least twenty (20iii) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning issued as a dividend on the date Common Stock or as a result of a stock split of the Officer’s Certificate set forth Common Stock (“Dividend Issuances”)) the Purchaser shall have the right to purchase directly from the Corporation, subject to compliance with any applicable provision of California law and the approval or non-objection of the Federal Reserve, the Department and/or the FDIC, if required, additional shares of Common Stock (or securities convertible into Common Stock) in Section 4.13 hereof is delivered an amount necessary to maintain its ownership percentage of the Common Stock at the same level as it was immediately subsequent to the Administrative Agent Closing Date, at the same price and on the same terms as the Additional Shares are issued (“Purchaser Additional Shares Purchase Right”); provided, however, the Purchaser Additional Shares Purchase Right shall expire the earlier to occur of (i) as a direct result of a transfer of Common Stock by a Purchaser, Patriot’s aggregate economic interests in the Corporation is reduced to less than 7.0% of the issued and outstanding shares of Common Stock of the Corporation (for such purpose any Preferred Shares shall be deemed economic interests equal to the number of shares of Non-Voting Common Stock into which the Preferred Shares are convertible), or (ii) the Company is not in possession on the date it provides a Put Notice passage of five (as defined herein5) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject years subsequent to the terms and conditions contained hereinClosing Date; provided, to provide further that the Purchaser Additional Shares Purchase Right shall be reduced to the Company extent necessary to prevent the Additional Amount (as defined herein) in exercise thereof requiring the form of: (x) an additional senior loan having terms identical Corporation to the terms set forth in the Loan Agreement (the “Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount obtain stockholder approval of such Put Notes) having identical terms exercise in order to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance comply with the terms listing requirements of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion)the NASDAQ Stock Market. For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted to the Company pursuant to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan Agreement. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculationSection, interest paid in kind). To account for “Acquisition Transaction” means any transaction entered into by the payment Corporation relating to any acquisition or purchase thereby of all or substantially all of the Structuring Feebusiness, Whitebox shall be entitled properties or assets of, or any equity interest in, or any merger, consolidation, business combination or similar transaction involving, any third party pursuant to net fund which the Additional Amount. If all or a portion Corporation is the surviving entity thereof and its stockholders hold more than 50% of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars issued and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount outstanding Common Stock upon completion of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached heretoAcquisition Transaction.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered Subject to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject to upon the terms and conditions contained hereinherein set forth, on the first Settlement Date and on each Settlement Date thereafter prior to the earlier of a Wind-Down Date or the date of a Collection Agent Event of Default specified in Section 5.05(g) (the Initial Purchase Date and each such Settlement Date on which a purchase shall occur, a "Purchase Date"), the Seller shall offer to sell and assign to the Company, and the Company shall purchase from the Seller, all right, title and interest of the Seller in, to provide and under each retail installment sale contract originated by the Parent, the Seller or Wurlitzer during or prior to the Company preceding Settlement Period which satisfies each of the Additional Amount (as defined herein) criteria specified in the form of: definition of Eligible Receivable (each such retail installment sale contract, an "Additional Receivable"), together with all monies due or to become due and all amounts received with respect thereto (including Finance Charge Receivables), and all proceeds thereof, including the proceeds of any sale or disposition of any goods or merchandise subject thereto and all right, title and interest of the Seller in, to and under the Retail Purchase Agreement or any other Origination Agreement in respect thereof. The purchase price for such Additional Receivables shall consist of (1) an amount equal to the product of (x) an additional senior loan having terms identical to the terms set forth in Outstanding Principal Receivables being purchased as of the Loan Agreement (the “Additional Senior Loan”), Notice Date and (y) the purchase of additional Convertible Notes Cash Percentage, which shall be payable in cash on such Purchase Date and (2) the “Put Notes”) (at a purchase price equal to the aggregate principal amount of Deferred Purchase Price specified in Section 2.03. All such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, subsequent sales and assignments shall be made pursuant to the Exchange form of Additional Assignment attached hereto as Annex E. No purchase of Receivables shall be made pursuant to this Section 2.02 (i) after a Wind-Down Date shall have occurred or (ii) if after giving effect thereto the Outstanding Principal Receivables would exceed the Commitment. If at any time the Commercial Paper shall no longer be rated at least "P-1" in the case of Moody's and "A-1" in the case of S&P, the Seller shall not be obligated to offer to sell and assign Additional Receivables to the Company, but may, at its option, unless a Wind-Down Date shall have occurred, elect to do so, in which event the Company shall be obligated to purchase such Additional Receivables from the Seller in accordance with the terms of hereof. (b) In connection with each sale pursuant to Section 1.4 2.02(a) hereof, the Seller shall, at its own expense, on or prior to the related Purchase Date (z1) deliver to the Company an executed Additional Assignment which shall have attached thereto as Schedule I a combination thereof list identifying each Additional Receivable being sold and assigned to the Company on such Purchase Date by account number, account name and outstanding principal balance, (allocated in a manner determined by Whitebox 2) indicate in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Company, and any allocations of own computer files that such Additional Amount amongst the Purchasers, shall be at the sole discretion of Whitebox. Except as set forth below, the option granted Receivables have been transferred to the Company pursuant to this Section 1.5(aAgreement, (3) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”)make such additional UCC financing statement filings, and if any, as may be exercised once upon notice by necessary under the Company UCC and applicable law to each perfect the sale of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify Receivables from the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount Seller to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “4) mark ▇▇▇h Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan Agreement. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company Receivable with a written notice of legend stating that such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price Additional Receivable has been transferred to the Company and executes the Purchaser Joinder Agreement attached heretopursuant to this Agreement.

Additional Purchases. Subject to the terms and conditions of this Agreement, from and after the thirtieth (a30th) In Business Day following the event that: Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s delivery to the Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Purchase Price on the Purchase Date (each such purchase, an “Additional Purchase”); provided, however, that (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered Company may not deliver to the Administrative Agent and Investor more than three (3) separate Additional Purchase Notices pursuant to this Agreement, (ii) the Company is not in possession on the date it provides a Put may deliver an Additional Purchase Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject to the terms Investor only if at least thirty (30) Business Days have passed since the most recent Additional Purchase was completed, (iii) the Investor’s committed obligation under any single Additional Purchase shall not exceed Four Hundred Thousand Dollars ($400,000), and conditions contained herein, to provide to (iv) the Company the Investor’s committed obligation under all three Additional Amount Purchases shall not exceed One Million Two Hundred Thousand Dollars (as defined herein$1,200,000) in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price is not below $3.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) $3.00). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject Subject to the terms and conditions contained hereinof this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to provide direct the Investor by the Company’s delivery to the Company Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Amount Purchase Price on the Purchase Date (as defined hereineach such purchase, an “Additional Purchase”); provided, however, that (i) the Company may deliver an Additional Purchase Notice to the Investor only if at least twelve (12) Business Days have passed since the Closing Date on which the most recent Additional Purchase was completed in accordance with this Agreement, (ii) the Investor’s committed obligation under any single Additional Purchase shall not exceed Five Hundred Thousand Dollars ($500,000), and (iii) the Investor’s committed obligation under all Additional Purchases shall not exceed Three Million Dollars ($3,000,000) in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price of the Common Shares is not below $0.70 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(b), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject Subject to the terms and conditions contained hereinof this Agreement, from and after the tenth (10th) calendar day immediately following Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to provide direct the Investor by the Company’s delivery to the Company Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Amount Purchase Price on the Purchase Date (each such purchase, an “Additional Purchase”); provided, however, that (i) the Company may deliver an Additional Purchase Notice to the Investor only if at least thirty (30) Business Days have passed since the most recent Additional Purchase (as defined hereinapplicable) was completed, (ii) the Investor’s committed obligation under any single Additional Purchase shall not exceed Five Hundred Thousand (500,000) Purchase Shares, and (iii) the Investor’s committed obligation under all Additional Purchases shall not exceed Two Million Five Hundred Thousand (2,500,000) Purchase Shares in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price is not below $0.75 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject Subject to the terms and conditions contained hereinof this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to provide direct the Investor by the Company’s delivery to the Company Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Amount Purchase Price on the Purchase Date (as defined herein) in the form of: (x) each such purchase, an additional senior loan having terms identical to the terms set forth in the Loan Agreement (the “Additional Senior LoanPurchase”); provided, however, that (yi) if the purchase of additional Convertible Notes (Company has delivered the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, Initial Purchase Notice pursuant to Section 2(d) below and the Exchange and Initial Purchase is consummated in accordance with the terms of Section 1.4 hereofthis Agreement, the Company may deliver an Additional Purchase Notice to the Investor only if at least thirty (30) Business Days have passed since the Initial Purchase was consummated, (ii) the Company may deliver an Additional Purchase Notice to the Investor only if at least fifteen (15) Business Days have passed since the most recent Additional Purchase was completed, (iii) the Investor’s committed obligation under any single Additional Purchase shall not exceed Five Hundred Thousand Dollars ($500,000), and (iv) the Investor’s committed obligation under all Additional Purchases shall not exceed Two Million Dollars ($2,000,000) in the aggregate. The Company may deliver an Additional Purchase Notice to the Investor only on a Purchase Date on which the Closing Sale Price is not below $3.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretionother similar transaction). For If the avoidance Company delivers any Additional Purchase Notice for a Purchase Amount in excess of any doubtthe limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the manner in extent of the amount by which the number of Purchase Shares set forth in such Additional Amount shall be provided Purchase Notice exceeds the number of Purchase Shares which the Company is permitted to the Companyinclude in such Additional Purchase Notice in accordance herewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. The Purchaser will have the right to elect to -------------------- purchase additional MCUs of Purchased Capacity on Segment S-1 (athe "Optional Purchased Capacity") In at any time, so long as and only to the event that: --------------------------- extent that at such time uncommitted capacity remains available in the Segment S-1. The purchase price for the Optional Purchased Capacity shall be the lesser of (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 4,000,000 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent MCU and (ii) the Company is not in possession lowest prevailing AC-1 list price per MCU on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject to the terms and conditions contained herein, to provide to the Company the Additional Amount (as defined herein) in the form of: (x) an additional senior loan having terms identical to the terms set forth in the Loan Agreement (the “Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a Segment S-1. The purchase price equal to for the aggregate principal amount Optional Purchased Capacity, in respect of such Put Notes) having identical terms to an election on or before the Exchange Notes issued, or available RFS Date for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, or Segment S-1 (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion"Pre RFS Election"). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be at due and payable on the sole discretion RFS Date for Segment S-1, or, in respect of Whitebox. Except an election after the RFS Date for Segment S-1 ("Post RFS Election"), immediately as set out below in this Section 2(c). The Purchaser may elect to exercise such right by (1) delivering written notice to Grantor, which notice shall set forth the number of MCUs to which such election shall apply and (2) either, in respect of a Pre RFS Election, making an initial payment to the Grantor's Account of 10% of the applicable purchase price of such Optional Purchased Capacity in order to increase the "Initial Payment" pursuant to Section 3(a) below, the option granted or in respect of a Post RFS Election, immediately paying to the Company Grantor's Account the applicable purchase price of such Optional Purchased Capacity. Upon receipt of such written election notice and payment, to the extent that such Optional Purchased Capacity remains uncommitted at that time, the Purchaser shall be irrevocably obligated to purchase such additional MCU(s) of Purchased Capacity on Segment S-1 on the RFS Date, in respect of Pre RFS Election, or immediately in respect of a Post RFS Election, as applicable. The 10% initial payment to be made pursuant to this Section 1.5(a2(c) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt in respect of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contraryPre RFS Election, if the Company does not exercise the Initial Put Option within the Company Exercise Periodand when paid to Grantor, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirtynon-first refundable (31except as provided in Section 21 of this Agreement) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional Amount. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan Agreement. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for credited toward the payment of the Structuring Fee, Whitebox shall be entitled purchase price pursuant to net fund the Additional Amountthis Section 2(c). If all or a portion Payment of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount in respect of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right Post RFS Election made under this Section 1.5(d2(f) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and non-refundable. A revised Schedule I will be prepared with respect to such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached heretoOptional Purchased Capacity.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject Subject to the terms and conditions contained hereinof this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described elsewhere in this Section 2, the Company shall also have the right, but not the obligation, to provide direct the Investor by the Company’s delivery to the Company Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Amount Purchase Price on the Purchase Date (as defined herein) in the form of: (x) each such purchase, an additional senior loan having terms identical to the terms set forth in the Loan Agreement (the “Additional Senior LoanPurchase”); provided, however, that (yi) if the purchase of additional Convertible Notes (Company has delivered the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, Initial Purchase Notice pursuant to Section 2(e) and the Exchange and Initial Purchase is consummated in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubtthis Agreement, the manner in which the Company may deliver an Additional Amount shall be provided Purchase Notice to the Company, and any allocations of such Additional Amount amongst the Purchasers, shall be Investor only if at the sole discretion of Whitebox. Except as set forth below, the option granted to the Company pursuant to this Section 1.5(a) shall expire within seven least thirty (730) Business Days following have passed since the expiration of Initial Purchase was completed, (ii) the Put Period Company may deliver an Additional Purchase Notice to the Investor only if at least fifteen (15) Business Days have passed since the “Company Exercise Period”most recent prior Additional Purchase was completed, (iii) the Investor’s committed obligation under any single Additional Purchase shall not exceed Five Hundred Thousand Dollars ($500,000), and (iv) the Investor’s committed obligation under all Additional Purchases shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate. The Company may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put deliver an Additional Purchase Notice to Whitebox. Upon receipt the Investor only on a Purchase Date on which the Closing Sale Price of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal not below $0.45 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or greater than $1.00 per share other similar transaction). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the applicable timeframelimitations contained in this Section 2(d), and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share such Additional Purchase Notice shall be tacked void ab initio to the Additional Put Period. For extent of the purpose amount by which the number of clarity, if the Company does not provide a Put Notice within the applicable timeframes Purchase Shares set forth in this Section 1.5(a) or such Additional Purchase Notice exceeds the conditions precedent to exercising such option by number of Purchase Shares which the Company do not occur within is permitted to include in such Additional Purchase Notice in accordance herewith, and the applicable Put Period, Whitebox Investor shall have no commitment or obligation to provide purchase such excess Purchase Shares in respect of such Additional Purchase Notice; provided that the Investor shall remain obligated to purchase the number of Purchase Shares which the Company is permitted to include in such Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.

Additional Purchases. (a) In the event that: (i) the Closing Price (as defined herein) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), equals or is greater than $1.00 per share on at least twenty (20) Trading Days out of thirty (30) consecutive Trading Days (the “Put Period”) beginning on the date the Officer’s Certificate set forth in Section 4.13 hereof is delivered to the Administrative Agent and (ii) the Company is not in possession on the date it provides a Put Notice (as defined herein) of material non-public information that has not been previously disclosed to Whitebox, then the Company shall have the option (the “Initial Put Option”) to require Whitebox, subject Subject to the terms and conditions contained hereinof this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to provide direct the Investor by the Company’s delivery to the Company Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares at the Additional Amount Purchase Price on the Purchase Date (as defined hereineach such purchase, an “Additional Purchase”); provided, however, that (i) the Company may deliver an Additional Purchase Notice to the Investor only if at least fifteen (15) Business Days have passed since the most recent Additional Purchase was completed, (ii) the Investor’s committed obligation under any single Additional Purchase shall not exceed Five Hundred Thousand Dollars ($500,000), and (iii) the Investor’s committed obligation under all Additional Purchases shall not exceed Four Million Dollars ($4,000,000) in the form of: (x) aggregate. The Company may deliver an additional senior loan having terms identical Additional Purchase Notice to the terms Investor only on a Purchase Date on which the Closing Sale Price is not below $0.75 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the Loan Agreement (number of Purchase Shares which the “Company is permitted to include in such Additional Senior Loan”), (y) the purchase of additional Convertible Notes (the “Put Notes”) (at a purchase price equal to the aggregate principal amount of such Put Notes) having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and Purchase Notice in accordance with the terms of Section 1.4 hereof, or (z) a combination thereof (allocated in a manner determined by Whitebox in its sole discretion). For the avoidance of any doubt, the manner in which the Additional Amount shall be provided to the Companyherewith, and any allocations the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Amount amongst Purchase Notice; provided that the Purchasers, Investor shall be at remain obligated to purchase the sole discretion number of Whitebox. Except as set forth below, the option granted to Purchase Shares which the Company pursuant is permitted to this Section 1.5(a) shall expire within seven (7) Business Days following the expiration of the Put Period (the “Company Exercise Period”), and may be exercised once upon notice by the Company to each of the Administrative Agent and the Representative (a “Put Notice”), who shall forward such Put Notice to Whitebox. Upon receipt of a Put Notice by Whitebox, Whitebox shall notify the Administrative Agent and/or Representative, as the case may be, of the manner of its providing include in such Additional Amount, who in turn shall notify the Company. Notwithstanding the foregoing, the Administrative Agent and/or Representative, as the case may be, acting at the direction of Whitebox, may assign Whitebox’s rights under this Section 1.5(a) to any Affiliate of Whitebox if such assignment is set forth in a writing delivered by Whitebox to the Administrative Agent and/or Representative, as the case may be, and such party pays the applicable Additional Amount to the Company and executes the Purchaser Joinder Agreement attached hereto. Notwithstanding anything herein to the contrary, if the Company does not exercise the Initial Put Option within the Company Exercise Period, then a new Put Period (the “Additional Put Period”) shall be deemed to have begun to run beginning on the thirty-first (31) Trading Day following the beginning of the initial Put Period and ending on the sixtieth (60) Trading Day following the initial Put Period, such additional option exercise period to have the same terms and conditions, including the same Company Exercise Period following such additional Put Period, as the Initial Put Option. For the avoidance of doubt, the Additional Put Period shall be treated as a separate and distinct period for purposes of calculating whether the Common Stock is equal to or greater than $1.00 per share for the applicable timeframe, and no days during the initial Put Period where the Common Stock was equal to or greater than $1.00 per share shall be tacked to the Additional Put Period. For the purpose of clarity, if the Company does not provide a Put Notice within the applicable timeframes set forth in this Section 1.5(a) or the conditions precedent to exercising such option by the Company do not occur within the applicable Put Period, Whitebox shall have no commitment or obligation to provide the Additional AmountPurchase Notice. Notwithstanding the foregoing, the Company shall not be entitled to exercise such option if it is in violation of deliver any Additional Purchase Notice during the terms of the Registration Rights Agreement and such violation remains uncured. The terms and conditions of the funding of the Additional Senior Loan shall be governed by, and shall be in accordance with, the Loan AgreementPEA Period. (b) Notwithstanding anything herein to the contrary, the Additional Senior Loan Amount and the Put Note Amount shall not, in the aggregate, exceed $5,181,348 (the “Maximum Additional Amount”) at any time (excluding, for purposes of this calculation, interest paid in kind). To account for the payment of the Structuring Fee, Whitebox shall be entitled to net fund the Additional Amount. If all or a portion of the Structuring Fee is to be paid by the Company to Whitebox in cash, then the Maximum Additional Amount shall be reduced dollar for dollar to reflect such amount paid in cash. (c) Notwithstanding any other provision to the contrary, the Structuring Fee shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Purchaser or Lender, as applicable, will receive the amount that would otherwise have been received but for such deduction or withholding. (d) Notwithstanding the foregoing, the Company hereby grants an option to Whitebox to purchase up to an aggregate principal amount of $32,000,000 additional Convertible Notes (the “Company Option Notes,” and together with the Put Notes, the “Option Notes,” and the Option Notes, collectively with the Exchange Notes, the “Notes”), at a purchase price equal to the aggregate principal amount of such Company Option Notes purchased (the “Option Purchase Price”), and having identical terms to the Exchange Notes issued, or available for issuance, pursuant to the Exchange and in accordance with the terms of Section 1.4 hereof, all in the manner and amount set forth in the Option Notice (as defined herein). Said option may be exercised in whole or in part, on one or more occasions, within ninety (90) days of the later of (i) the Initial Exchange Date (as defined herein) or (ii) if applicable, the receipt of approval of the Stockholder Proposals (as set forth in Section 4.1 herein), by the Representative, acting on behalf of Whitebox, providing the Company with a written notice of such exercise (the “Option Notice”). Notwithstanding the foregoing, the Representative, acting at the direction of Whitebox, may assign Whitebox’s right under this Section 1.5(d) to any Affiliate of Whitebox if such assignment shall be set forth in the applicable Option Notice and such party pays the applicable Option Purchase Price to the Company and executes the Purchaser Joinder Agreement attached hereto.