Common use of Initial Offering Clause in Contracts

Initial Offering. Pursuant to the terms and conditions set forth in this Agreement, on the Initial Closing Date (as defined in Section 4.1), Companies shall sell to each Purchaser, and each Purchaser shall purchase from Companies, the applicable original issue discount Notes listed on Schedule 1 under the heading “Initial Notes” and set forth opposite such Purchaser’s name, in the original aggregate principal amount of Four Million Forty Thousand dollars ($4,040,000) (each as amended, restated, modified and/or supplemented from time to time, an “Initial Note” and collectively the “Initial Notes”; and the result of (i) the principal amount of the Initial Notes purchased by a Purchaser and listed on Schedule 1 under the heading “Initial Notes” set forth opposite such Purchaser’s name, divided by (ii) Four Million Forty Thousand dollars ($4,040,000) being referred to as such Purchaser’s “Allocation Percentage”). The sale of the Initial Notes and the Closing Shares (as such term is defined below) on the Initial Closing Date shall be known as the “Initial Offering.” The Initial Notes will mature on the Maturity Date (as defined in each Initial Note). The Initial Notes shall be substantially in the form attached hereto as Exhibit A and shall include such notations, legends or endorsements set forth therefor or required by law. The proceeds of the Initial Notes are to be used in accordance with Section 8.12 of this Agreement.

Initial Offering. Pursuant to the terms and conditions set forth in this Agreement, on the Initial Closing Date (as defined in Section 4.15.1), Companies the Company shall sell to each Purchaser, and each Purchaser shall purchase from Companiesthe Company, the applicable original issue discount Notes listed on Schedule 1 under the heading “Initial Notes” and set forth opposite such Purchaser’s name, in the original aggregate principal amount of Four Thirteen Million Forty Thousand dollars ($4,040,00013,000,000) (each as amended, restated, modified and/or supplemented from time to time, an “Initial Note” and collectively the “Initial Notes”; and the result of (i) the principal amount of the Initial Notes purchased by a Purchaser and listed on Schedule 1 under the heading “Initial Notes” set forth opposite such Purchaser’s name, divided by (ii) Four Thirteen Million Forty Thousand dollars ($4,040,00013,000,000) being referred to as such Purchaser’s “Allocation Percentage”). The sale of the Initial Notes and the Closing Shares (as such term is defined below) on the Initial Closing Date shall be known as the “Initial Offering.” The Initial Notes will mature on the Maturity Date (as defined in each Initial Note). The Initial Notes shall be substantially in the form attached hereto as Exhibit A and shall include such notations, legends or endorsements set forth therefor or required by law. The proceeds of the Initial Notes are to be used in accordance with Section 8.12 of this Agreement.