Common use of Purchase and Sale of Additional Notes Clause in Contracts

Purchase and Sale of Additional Notes. Following the Initial Closing, and subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b) and in Sections 6 and 7, the Company may agree to issue and sell to the Buyer, and the Buyer may agree to purchase from the Company, an Additional Note in the original principal amount set forth opposite the Buyer’s name in column (3) on the Schedule of Buyers with respect to such Additional Closing (each, an “Additional Closing” and collectively, the “Additional Closings”). The Initial Closing and the Additional Closings are collectively referred to herein as the “Closings” and each, a “Closing.” Each Additional Note shall be issued with an original issue discount of 8.34%, as shall be reflected in each Additional Note and on the Schedule of Buyers with respect to each Additional Closing. In the event that the Company and the Buyer mutually agree to effect an Additional Closing, then the Company and the Buyer shall jointly prepare a written notice with respect to such Additional Closing (each, an “Additional Closing Notice” and the date thereof, an “Additional Closing Notice Date”), which shall be executed by each of the Company and the Buyer, and shall set forth: (A) the original principal amount of the Additional Note to be purchased by the Buyer at such Additional Closing; and (B) the anticipated Additional Closing Date of such Additional Closing, provided, however, that each Additional Closing Date must be on or before July 29, 2026 (the “Additional Closing Expiration Date”). For the avoidance of doubt, the Parties shall not effect any Additional Closings under this Agreement after the Additional Closing Expiration Date.

Purchase and Sale of Additional Notes. Following C.1.1. On August 10, 2016 (the Initial Closing“Rider Date”) and from time to time thereafter as provided herein, the Company agrees to issue and sell, and each Note Purchaser agrees to purchase, for an amount equal to the original principal amount thereof and in accordance with the percentages set forth on Schedule 2.2, Additional Notes in an aggregate original principal amount of up to $7,500,000 (or such greater amount as the Note Purchasers may agree in their sole discretion). The purchase price of the Additional Notes allocated in accordance with the percentages set forth Schedule 2.2 shall be payable in immediately available funds by wire transfer to the deposit account of the Company as identified in writing by the Company to the Note Purchasers prior to the Rider Date and each subsequent date of issuance of Additional Notes thereafter. No Note Purchaser shall be responsible for any default by any other Note Purchaser in its obligation to acquire Additional Notes hereunder. The Company may subsequently request, and the Note Purchasers may in their sole discretion agree to, the sale and purchase of additional Notes in excess of such amount. C.1.2. From time to time following the Rider Date and through the fourth anniversary of the Rider Date (or, upon mutual prior agreement of the Company and the Majority Note Purchasers and subject to an extension of the Maturity Date pursuant to Section C.3.1, through the fifth anniversary of the Rider Date), on not less than 10 Business Days prior written notice, the Company may request that the Note Purchasers acquire, and subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b) 3.3 and in Sections 6 the delivery of such other documents as reasonably requested by the Collateral Agent and/or the Purchasers (including, without limitation, customary resolutions and 7legal opinions and confirmation of collateral matters), the Company may agree to issue and sell to the BuyerNote Purchasers shall acquire, and the Buyer may agree to purchase from the Company, Additional Notes in an Additional Note in the original principal amount set forth opposite the Buyer’s name in column (3) on the Schedule of Buyers with respect to such Additional Closing (each, an “Additional Closing” and collectively, the “Additional Closings”). The Initial Closing and the Additional Closings are collectively referred to herein as the “Closings” and each, a “Closing.” Each Additional Note shall be issued with an original issue discount of 8.34%, as shall be reflected in each Additional Note and on the Schedule of Buyers with respect to each Additional Closing. In the event that the Company and the Buyer mutually agree to effect an Additional Closing, then the Company and the Buyer shall jointly prepare a written notice with respect to such Additional Closing (each, an “Additional Closing Notice” and the date thereof, an “Additional Closing Notice Date”), which shall be executed by each of the Company and the Buyer, and shall set forth: (A) the aggregate original principal amount of up to $7,500,000 (excluding any PIK Interest) (or such greater amount as the Note Purchasers may agree in their sole discretion). The proceeds of the Additional Note Notes shall be applied solely to the payment of Monetization Expenses (or to reimburse the Company for the payment of Monetization Expenses). The Company may not request Additional Notes to be purchased by the Buyer at acquired more than one time in any calendar month, and any such Additional Closing; and (B) the anticipated Additional Closing Date requests shall be in a minimum amount of such Additional Closing, provided, however, that each Additional Closing Date must be on or before July 29, 2026 (the “Additional Closing Expiration Date”). For the avoidance of doubt, the Parties shall not effect any Additional Closings under this Agreement after the Additional Closing Expiration Date$100,000.

Purchase and Sale of Additional Notes. Following the Initial Closing, and subject Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(c), 8 and 9 below, during the period commencing on the Amendment Date and continuing until the earliest to occur of (a) December 31, 2008, and (b) a date not less than thirty (30) days after all of the Buyers give notice of such date to the Company of termination of such period (the "ADDITIONAL NOTE ISSUANCE PERIOD"), the Company may elect to sell Additional Notes to the Buyers. Subject to the limitations set forth in this Section 1(b) and in Sections 6 and 7Section 1(c), at any time during the Additional Note Issuance Period, the Company may agree to issue and sell may, in its sole discretion, deliver (by facsimile) a written notice to the BuyerBuyers electing to sell Additional Notes to the Buyers (an "ADDITIONAL SALE ELECTION NOTICE"). The Company may not deliver more than one Additional Sale Election Notice during any 30-day period, unless all of the Buyers otherwise agree in writing. The Additional Sale Election Notice shall set forth the aggregate principal amount of Additional Notes to be sold to the Buyers (the "ADDITIONAL NOTE ISSUANCE AMOUNT") on an Additional Closing Date (as defined in Section 1(c)); provided, however, that (A) the sum of the Additional Note Issuance Amount and the aggregate principal amount of all other Additional Notes issued to the Buyers does not exceed the Aggregate Additional Note Issuance Amount, and (B) the Buyer may agree sum of the Additional Note Issuance Amount and the aggregate principal amount of all other Notes issued in the same calendar month as the Additional Closing Date for the Additional Note Issuance Amount shall not exceed $2,000,000, subject to purchase from increase upon unanimous written approval by the Buyers (the limitations on the Additional Note Issuance Amount set forth in the immediately preceding clauses (A) and (B) being together referred to as the "ADDITIONAL NOTE ISSUANCE AMOUNT LIMITATIONS"). The Additional Sale Election Notice shall also set forth (i) the Company, an 's principal amount of Additional Note Notes to be purchased (subject to the limitations provided in the original principal amount set forth opposite next sentence), and (ii) the Buyer’s name in column (3) on Additional Closing Date for the Schedule purchase and sale of Buyers with respect Additional Notes pursuant to such Additional Closing Sale Election Notice (each, an “Additional Closing” and collectively, the “Additional Closings”determined as provided in Section 1(c) below). The Initial Closing and the Additional Closings are collectively referred to herein as the “Closings” and each, a “Closing.” Each Additional Note shall be issued with an original issue discount of 8.34%, as shall be reflected in each Additional Note and on the Schedule of Buyers with respect to each Additional Closing. In the event that the Company and the Buyer mutually agree to effect delivers an Additional ClosingSale Election Notice in accordance with the foregoing, subject to the conditions set forth in this Section 1(b) and Sections 1(c), 8 and 9 below, then the Company and the Buyer shall jointly prepare a written notice with respect to such each Additional Closing (eachSale Election Notice, an “Additional Closing Notice” and the date thereof, an “Additional Closing Notice Date”), which shall be executed by each of the Company shall issue and the sell to each Buyer, and each Buyer agrees to purchase from the Company, on the applicable Additional Closing Date (an "ADDITIONAL CLOSING"), an Additional Note in a principal amount equal to the product of the Additional Note Issuance Amount, multiplied by such Buyer's allocation percentage (as set forth opposite such Buyer's name in the fourth column on the Schedule of Buyers (such Buyer's "ALLOCATION PERCENTAGE"). The aggregate purchase price (the "ADDITIONAL PURCHASE PRICE") of the Additional Notes at the applicable Additional Closing shall set forth: (A) the original be equal to $1.00 for each $1.00 of principal amount of the Additional Note to be purchased by the Buyer at such Additional Closing; and (B) the anticipated Additional Closing Date of such Additional ClosingNotes purchased. As used in this Agreement, provided, however, that each Additional Closing Date must be on or before July 29, 2026 (the “Additional Closing Expiration Date”). For the avoidance of doubt, the Parties shall not effect any Additional Closings under this Agreement after the Additional Closing Expiration Date."

Purchase and Sale of Additional Notes. Following the Initial Closing, and subject Subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b1(c) and in Sections 6 and 77 below, the Company may agree to shall issue and sell to the each Buyer, and the each Buyer may agree severally, but not jointly, agrees to purchase from the CompanyCompany on the related Additional Closing Date (as defined below), an Additional Note in the original principal amount as is set forth opposite the such Buyer’s name in the column (3) related to such Additional Closing on the Schedule of Buyers with respect to such Additional Closing (each, an “Additional Closing” and collectively, the “Additional Closings”). The Initial Closing and the Additional Closings are collectively referred to herein as the “Closings” and each, a “Closing.” Each . The Additional Note Notes shall be issued with an original issue discount of 8.34ten percent (10%, ) as shall be reflected in each Additional Note the Notes and on the Schedule of Buyers with respect to each Additional ClosingBuyers. In the event that that, following the Initial Closing, the Company and the Buyer Buyers mutually agree desire to effect an Additional Closing, then the Company and the Buyer Buyers shall jointly mutually prepare a written notice with respect to such Additional Closing (each, an “Additional Closing Notice” and the date thereofof each Additional Closing Notice, an “Additional Closing Notice Date”), which shall be executed by each of the Company and the BuyerBuyers, and shall set forthand: (A) set forth the original principal amount of the Additional Note Notes to be purchased by each Buyer at such Additional Closing, provided that, with respect to any given Additional Closing: (1) the aggregate original principal amount of the Additional Notes to be purchased by the Buyer Buyers at such Additional Closing shall not exceed $500,000, unless otherwise agreed by the Buyers, and (2) the aggregate original principal amount of the Additional Notes to be purchased by the Buyers at such Additional Closing, together with the aggregate original principal amounts of the Additional Notes issued at any prior Additional Closings, shall not exceed $1,500,000; and (Bb) the anticipated proposed Additional Closing Date of such Additional Closing, providedprovided that, howeverwith respect to any given Additional Closing, that each the Additional Closing Date must be be: (1) at least after the date of the Equity Financing Registration Statement, and (2) on or before July 29October 1, 2026 2025 (the “Additional Closing Expiration Date”). For the avoidance of doubt, the Parties shall not effect any Additional Closings under this Agreement after the Additional Closing Expiration Date.

Purchase and Sale of Additional Notes. Following C.1.1. On August 10, 2016 (the Initial Closing“Rider Date”) and from time to time thereafter as provided herein, the Company agrees to issue and sell, and each Note Purchaser agrees to purchase, for an amount equal to the original principal amount thereof and in accordance with the percentages set forth on Schedule 2.2, Additional Notes in an aggregate original principal amount of up to $7,000,000 (or such greater amount as the Note Purchasers may agree in their sole discretion). The purchase price of the Additional Notes allocated in accordance with the percentages set forth Schedule 2.2 shall be payable in immediately available funds by wire transfer to the deposit account of the Company as identified in writing by the Company to the Note Purchasers prior to the Rider Date and each subsequent date of issuance of Additional Notes thereafter. No Note Purchaser shall be responsible for any default by any other Note Purchaser in its obligation to acquire Additional Notes hereunder. The Company may subsequently request, and the Note Purchasers may in their sole discretion agree to, the sale and purchase of additional Notes in excess of such amount. C.1.2. From time to time following the Rider Date and through the fourth anniversary of the Rider Date (or, upon mutual prior agreement of the Company and the Majority Note Purchasers and subject to an extension of the Maturity Date pursuant to Section C.3.1, through the fifth anniversary of the Rider Date), on not less than 10 Business Days prior written notice, the Company may request that the Note Purchasers acquire, and subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b) and in Sections 6 and 73.3, the Company may agree to issue and sell to the BuyerNote Purchasers shall acquire, and the Buyer may agree to purchase from the Company, Additional Notes in an Additional Note in the original principal amount set forth opposite the Buyer’s name in column (3) on the Schedule of Buyers with respect to such Additional Closing (each, an “Additional Closing” and collectively, the “Additional Closings”). The Initial Closing and the Additional Closings are collectively referred to herein as the “Closings” and each, a “Closing.” Each Additional Note shall be issued with an original issue discount of 8.34%, as shall be reflected in each Additional Note and on the Schedule of Buyers with respect to each Additional Closing. In the event that the Company and the Buyer mutually agree to effect an Additional Closing, then the Company and the Buyer shall jointly prepare a written notice with respect to such Additional Closing (each, an “Additional Closing Notice” and the date thereof, an “Additional Closing Notice Date”), which shall be executed by each of the Company and the Buyer, and shall set forth: (A) the aggregate original principal amount of up to $7,000,000 (excluding any PIK Interest) (or such greater amount as the Note Purchasers may agree in their sole discretion). The proceeds of the Additional Note Notes shall be applied solely to the payment of Monetization Expenses (or to reimburse the Company for the payment of Monetization Expenses). The Company may not request Additional Notes to be purchased by the Buyer at acquired more than one time in any calendar month, and any such Additional Closing; and (B) the anticipated Additional Closing Date requests shall be in a minimum amount of such Additional Closing, provided, however, that each Additional Closing Date must be on or before July 29, 2026 (the “Additional Closing Expiration Date”). For the avoidance of doubt, the Parties shall not effect any Additional Closings under this Agreement after the Additional Closing Expiration Date$100,000.

Purchase and Sale of Additional Notes. Following the Initial Closing, and subject to the satisfaction (or waiveri) of the conditions set forth in this Section 1(b) and in Sections 6 and 7, the Company may agree to issue and sell to the Buyer, and the Buyer may agree to purchase from the Company, an Additional Note in the original principal amount set forth opposite the Buyer’s name in column (3) on the Schedule of Buyers with respect to such Additional Closing (each, an “Additional Closing” and collectively, the “Additional Closings”). The Initial Closing and the Additional Closings are collectively referred to herein as the “Closings” and each, a “Closing.” Each Additional Note shall be issued with an original issue discount of 8.34%, as shall be reflected in each Additional Note and on the Schedule of Buyers with respect to each Additional Closing. In the event that the Company Company’s Indebtedness to the Bank under the Guaranty Bank Agreement less the Company’s cash and the Buyer mutually agree to effect an Additional Closingcash equivalents (“Net Debt”) exceeds $5,000,000 on December 31, then the Company and the Buyer shall jointly prepare a written notice with respect to such Additional Closing (each2018, an “Additional Closing Notice” and the date thereof, an “Additional Closing Notice Date”), which shall be executed by each of the Company and Investors shall have the Buyeroption, and shall set forth: (A) in its sole discretion, subject to the original principal amount terms of the Additional Note Documents, to be purchased by purchase additional notes from the Buyer at such Additional Closing; and (B) the anticipated Additional Closing Date of such Additional Closing, provided, however, that each Additional Closing Date must be on or before July 29, 2026 Company (the “Additional Notes”) in an aggregate original principal amount not to exceed $500,000 and a proportionate number of additional shares of Series A Preferred Stock. In addition, in the event that Net Debt exceeds $4,000,000 on December 31, 2019, each of the Investors shall have the option, in its sole discretion, subject to the terms of the Note Documents, to purchase other Additional Notes in an aggregate original principal amount not to exceed $500,000 and a proportionate number of additional shares of Series A Preferred Stock. The Company shall provide written notice to each Investor of the Company’s failure to meet the Net Debt requirements described herein within two Business Days. Additional Notes shall be issued in substantially the same form and substance as the Notes, but shall provide that all payments of interest on such Additional Notes are made in kind, and not in cash, and the holders of the Additional Notes shall have the same rights as the holders of the Notes. Additional shares of Series A Preferred Stock shall be issued in substantially the same form and substance as set forth in the Articles of Amendment of Series A Preferred Stock in the form attached hereto as Exhibit B, but shall provide that all payments of dividends on such additional shares of Series A Preferred Stock are made in kind, and not in cash, and the holders of such additional shares of Series A Preferred Stock shall have the same rights as the holders of the shares of Series A Preferred Stock issued at the Closing. Notwithstanding the foregoing, the Conversion Price for the Additional Notes, Series A Preferred Stock and Series B Preferred Stock into which the Additional Notes and Series A Preferred Stock are convertible shall be the greater of (i) $5.00 and (ii) the VWAP of the Common Stock for the 30 Trading Days preceding the date of the Investor’s notice to the Company of the exercise of its option to purchase the Additional Notes. For purposes of clarity, the Additional Notes and additional shares of Series A Preferred Stock shall be convertible into Series B Preferred Stock and the shares of Common Stock into which such additional shares of Series B Preferred Stock are convertible shall be “Registrable Securities” under the Registration Rights Agreement. The Additional Notes and the indebtedness evidenced thereby shall be subordinate in the same manner and to the same extent as set forth with regard to the Notes in the Subordination Agreement. (ii) Each Investor who elects to exercise such option to purchase Additional Notes shall provide written notice to the Company of such exercise and the desired amount of Additional Notes at any time following the Company’s failure to meet the Net Debt requirements described herein. The purchase and sale of the Additional Notes shall occur within 10 Business Days of the Investor’s notice to the Company of the exercise of its option to purchase the Additional Notes (each such closing, a “Subsequent Closing”, and each such closing date, a “Subsequent Closing Expiration Date”). For the avoidance of doubt, the Parties shall not effect any Additional Closings under this Agreement after the Additional Closing Expiration Date.