Common use of The Second Closing Clause in Contracts

The Second Closing. The sale and purchase of the 2018 Series A Notes and the 2018 Series B Notes (together, the “2018 Notes”) to be purchased by each Purchaser thereof shall occur at a closing (the “Second Closing”) on April 2, 2018 at the offices of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., Chicago time. The First Closing and the Second Closing are each referred to herein as a “Closing” and, together, as the “Closings.” At the Second Closing, the Company will deliver to each Purchaser the 2018 Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of 2018 Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Second Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to an account specified by the Company pursuant to Section 4.10 hereof. If at the Second Closing, the Company shall fail to tender such 2018 Notes to any Purchaser as provided above in this Section 3.2, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Company to tender such 2018 Notes or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s reasonable satisfaction.

The Second Closing. The Subject to the terms and conditions of this Agreement, the closing (the "Second Closing"} of the sale and purchase of the 2018 Series A Notes Second Note and the 2018 Series B Notes (together, the “2018 Notes”) to be purchased by each Purchaser thereof Second Warrant shall occur at a closing (the “Second Closing”) on April 2, 2018 take place at the offices of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Krooks LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (or remotely via the exchange of documents and signatures) on the date, at 10:00 a.m.after the slate of the Company Notice provided for in Section 1.3 of this Agreement, Chicago time. The First Closing that is mutually agreed upon between the Company and the Purchaser (the "Second Closing are each referred to herein as a “Closing” and, together, as the “Closings.” Date"). At the Second Closing: (a) the Company shall deliver to the Purchaser, the Company will deliver to each Purchaser the 2018 Notes to be purchased by such Purchaser Second Note in the form principal amount of a single Note (or such greater number of 2018 Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of 250,000 and the Second Closing and registered in such Purchaser’s name Warrant exercisable for 37,500,000 shares of Common Stock; (or in b) the name of its nominee), against delivery by such Purchaser shall pay directly to the Company or its order of immediately available funds in the amount of the purchase price therefor Company, by wire transfer of immediately available funds funds, the Second Purchase Price for the account Second Note and the Second Warrant being purchased by the Purchaser hereunder; (c) The Company shall deliver a certificate executed by its Chief Executive Officer certifying that each of the representations and warranties of the Company to an account specified contained in this Agreement shall be true and correct and all covenants shall have been complied with by the Company pursuant to Section 4.10 hereof. If at Company, in all material respects, when made on the date hereof and on and as of the Second Closing, Closing Date as though made on and as of the Second Closing Date; and (d) The Purchaser shall execute and deliver to the Company shall fail to tender such 2018 Notes to any a certificate certifying that each of the representations, warranties and covenants of the Purchaser as provided above contained in this Section 3.2Agreement shall be true and correct, or any in all material respects, when made on the date hereof and on and as of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Company to tender such 2018 Notes or any Second Closing Date as though made on and as of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s reasonable satisfactionSecond Closing Date.

The Second Closing. The sale Subject to the terms and purchase conditions of the 2018 Series A Notes and the 2018 Series B Notes (togetherthis Agreement, the “2018 Notes”) to be purchased by each Purchaser thereof shall occur at a closing (the “Second Closing”) on April 2, 2018 of the sale and purchase of the Second Note and the Second Warrant shall take place at the offices of ▇L▇▇▇▇▇▇ and ▇▇▇▇Krooks LLP, 6▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (or remotely via the exchange of documents and signatures) on the date, at 10:00 a.m.after the date of the Company Notice provided for in Section 1.3 of this Agreement, Chicago time. The First Closing that is mutually agreed upon between the Company and the Purchaser (the “Second Closing are each referred to herein as a “Closing” and, together, as the “Closings.” Date”). At the Second Closing: (a) the Company shall deliver to the Purchaser, the Company will deliver to each Purchaser the 2018 Notes to be purchased by such Purchaser Second Note in the form principal amount of a single Note (or such greater number of 2018 Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of 250,000 and the Second Closing and registered in such Purchaser’s name Warrant exercisable for 37,500,000 shares of Common Stock; (or in b) the name of its nominee), against delivery by such Purchaser shall pay directly to the Company or its order of immediately available funds in the amount of the purchase price therefor Company, by wire transfer of immediately available funds funds, the Second Purchase Price for the account Second Note and the Second Warrant being purchased by the Purchaser hereunder; (c) The Company shall deliver a certificate executed by its Chief Executive Officer certifying that each of the representations and warranties of the Company to an account specified contained in this Agreement shall be true and correct and all covenants shall have been complied with by the Company pursuant to Section 4.10 hereof. If at Company, in all material respects, when made on the date hereof and on and as of the Second Closing, Closing Date as though made on and as of the Second Closing Date; and (d) The Purchaser shall execute and deliver to the Company shall fail to tender such 2018 Notes to any a certificate certifying that each of the representations, warranties and covenants of the Purchaser as provided above contained in this Section 3.2Agreement shall be true and correct, or any in all material respects, when made on the date hereof and on and as of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Company to tender such 2018 Notes or any Second Closing Date as though made on and as of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s reasonable satisfactionSecond Closing Date.