Common use of First Closing Clause in Contracts

First Closing. The First Closing of the purchase and sale of the First Notes in an aggregate principal amount of Four Million Two Hundred Thirty Thousand and No/100 United States Dollars (US$4,230,000.00), and Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars (US$575,000.00) of which was funded to the Company prior to the date hereof, and shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (the “First Closing Date”). Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, in respect of the First Closing Date each Buyer shall purchase (i) a First Note in the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto, and (ii) a Warrant initially entitling the applicable Buyer to purchase a number of shares of Common Stock equal to the principal amount of such Buyer’s First Note divided by the closing price of the Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings, if any, of the purchase and sale of the Notes and Warrants shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow instructions from Buyers and their respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyers.

First Closing. The First Closing Subject to the satisfaction or waiver of the conditions set forth in Section 4.2(a) and Section 4.2(b) below, the completion of the purchase and sale of the First Notes in an aggregate principal amount of Four Million Two Hundred Thirty Thousand Closing Shares and No/100 United States Dollars (US$4,230,000.00), and Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars (US$575,000.00) of which was funded to the Company prior to the date hereof, and shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing set forth in Warrants (the “First Closing”) shall occur no later than the second business day after the execution of this Agreement by the Investor and the Company (the “First Closing Date”), in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Subject At the First Closing, (a) the Company shall cause Xxxxx Fargo Shareowner Services, the Company’s “Transfer Agent”, to deliver to the satisfaction Investor the number of First Closing Shares set forth on the Signature Page of the Investor registered in the name of the Investor or, if so indicated on the Investor Questionnaire of the Investor attached hereto as Exhibit A, in the name of a nominee designated by the Investor, (b) the Company shall cause to be delivered to the Investor a First Closing Warrant for the number of First Closing Warrant Shares set forth on the Signature Page of the Investor and (c) the aggregate purchase price for the First Closing Shares and the First Closing Warrants being purchased by the Investor at such First Closing as set forth on the Signature Page of the Investor will be delivered by or waiveron behalf of the Investor to the Company. Notwithstanding anything contained herein to the contrary, if the First Closing shall not have occurred on or prior to the date that is two (2) business days after the execution of this Agreement by the Investor and the Company (unless the First Closing shall not have occurred due to a breach by an Investor of the terms and conditions hereof), then the Investor may terminate this Agreement without further liability of any kind to the Company or the Investor, provided that (i) any such termination of this Agreement shall not relieve any party hereto of any liability in respect of any breach hereof arising prior to the termination of this Agreement (or following such termination with respect to any provisions that survive the termination of this Agreement, in respect of the First Closing Date each Buyer shall purchase (i) a First Note in the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto), and (ii) a Warrant initially entitling the applicable Buyer to purchase a number this last sentence of shares of Common Stock equal to the principal amount of Section 4.1(a) and Sections 2.3, 6, 7, 8, 9, 10, 11, 12, 13, 14, 18 and 19, shall survive any such Buyer’s First Note divided by the closing price of the Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings, if any, of the purchase and sale of the Notes and Warrants shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow instructions from Buyers and their respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyerstermination.

First Closing. The First Closing closing of the sale and purchase and sale of Series C Notes to be purchased by the Purchasers shall occur at the offices of Xxxxxxx XxXxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., local time, at a closing (the “First Notes in an aggregate principal amount of Four Million Two Hundred Thirty Thousand and No/100 United States Dollars (US$4,230,000.00)Closing”) on December 22, and Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars (US$575,000.00) of which was funded to the Company prior to the date hereof, and shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement 2006 (the “First Closing Date”), or such other date and place as agreed in writing by Prudential and the Company. Subject At the First Closing the Company will deliver to each Purchaser the satisfaction Series C Notes to be purchased by such Purchaser in the form of a single Note of such Series (or waiver) such greater number of such Notes in denominations of at least $100,000, as the terms and conditions of this AgreementPurchasers may request), in respect of dated the First Closing Date each Buyer shall purchase and registered in such Purchaser’s name (i) a First Note or in the principal amount set forth opposite name of such BuyerPurchaser’s name nominee), as indicated in column (3) on Schedule A, against delivery by such Purchaser to the Schedule Company or its order of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) immediately available funds in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto, and (ii) a Warrant initially entitling the applicable Buyer to purchase a number of shares of Common Stock equal to the principal amount of such Buyer’s First Note divided by the closing price of the Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings, if any, of the purchase price therefor as directed by the Company in Schedule 3. The obligations of Prudential to enter into this Agreement and sale to make the Facility available to the Company, and of the Purchasers of the Series C Notes and Warrants shall be at such times and for such amounts as determined in accordance with Section 1(d) below, to purchase the Series C Notes are subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”satisfaction, collectively, with on or before the First Closing Date, referred to as of the “Closing Dates”)conditions set forth in Section 4.1 below. The Closings shall occur If, on the respective First Closing Dates through Date the use of overnight mails, electronic email and subject Company fails to customary escrow instructions from Buyers and their respective counseltender to the Purchasers the Series C Notes to be acquired by such Purchasers on the First Closing Date, or if the conditions specified in Section 4.1 have not been fulfilled to Prudential’s or each Purchaser’s satisfaction, Prudential or such other manner as is mutually agreed to Purchaser shall, at its election, be relieved of all further obligations under this Agreement without thereby waiving any rights Prudential or each such Purchaser may have by the Company and the Buyersreason of such failure or such nonfulfillment.

First Closing. The First Closing closing of the purchase initial issuance and sale of Notes and Series A Warrants pursuant to Subsection 1.3 hereof and certain of the other transactions contemplated hereby (the "First Notes in an aggregate principal amount of Four Million Two Hundred Thirty Thousand and No/100 United States Dollars (US$4,230,000.00), and Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars (US$575,000.00Closing") of which was funded to the Company prior to the date hereof, and shall take place at the offices of Goodxxx, Xxocter & Hoar XXX, Exchange Place, Boston, Massachusetts, on January 31, 1997 or at such other place or on such other date as the Effective Date, subject to satisfaction of Principal Purchaser and the conditions to Company may agree upon (such date on which the First Closing set forth in this Agreement (shall have actually occurred, the “"First Closing Date”"). Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, in respect of At the First Closing Date Closing, the Company will deliver or cause to be delivered to each Buyer shall purchase (i) Purchaser, a First single Note in the principal amount set forth specified opposite such Buyer’s Purchaser's name in column (3) on the Schedule of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers signature page hereto, and (ii) a single Series A Warrant initially entitling the applicable Buyer certificate to purchase a the number of shares of Common Stock equal to the principal amount of specified opposite such Buyer’s First Note divided by the closing price of the Common Stock Purchaser's name on the Trading Day immediately signature page hereto (or such greater number of Notes or Warrant certificates as such Purchaser may request upon four (4) days prior notification), in each case dated the date of the First Closing Date. Additional Closingsand registered in such Purchaser's name or (upon four (4) days prior notification) that of its nominee, if any, against payment of the purchase and sale price therefor in the amount specified opposite such Purchaser's name on the signature page hereto. If at the First Closing the Company shall fail to tender to the Purchasers any of the Notes and or Series A Warrants shall to be at such times and for such amounts purchased by the Purchasers as determined provided in accordance with Section 1(d) belowthis Subsection 2.1, subject to satisfaction or if any of the conditions specified in Subsection 3.1 required to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with be satisfied at or prior to the First Closing Date, referred to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow instructions from Buyers and their respective counsel, not have been satisfied or in such other manner as is mutually agreed to waived by the Company and Principal Purchaser, the BuyersPurchasers shall, at their election, be relieved of all further obligations under this Agreement, without thereby waiving any other respective rights they may have by reason of such failure or such non-fulfillment.

First Closing. The First Closing closing of the purchase and sale of the Tranche I Notes and First Notes in an aggregate principal amount Issuance Warrants (the "FIRST CLOSING") shall occur at the offices of Four Million Two Hundred Thirty Thousand and No/100 United States Dollars Irell & Manella LLP (US$4,230,000.00"I&M"), and Warrants for an aggregate purchase price 1800 Avenue of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars the Stars, Suite 900, Los Angeles, Xxxxxornia 90067, ax xxxx xx xxxxxxxxxxx (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars xxx xxx xxxx xxxx xxxx (US$575,000.000) xxxxxxxx xxxx) xfter the satisfaction or waiver of which was funded to the Company prior to the date hereof, and shall take place on the Effective Date, subject to satisfaction all of the conditions to the First Closing set forth herein, or at such other place and time as the Company and Purchasers may agree. At the First Closing, the Company shall deliver to Purchasers the executed Tranche I Notes, the First Issuance Warrants and an executed Security Agreement in this the form of Exhibit F hereto, and Purchasers shall deliver to the Company $1.2 Million (less fees to be paid pursuant to Section 11.2) in immediately available funds. At the First Closing, the parties hereto will also duly execute and deliver the Registration Rights Agreement in the form of Exhibit G hereto (the “First Closing Date”). Subject to "REGISTRATION RIGHTS AGREEMENT") and Purchasers shall receive (i) an opinion from Latham & Watkins LLP covering matters described in Exhibit H; (ii) thx Xxxxng Xxxxxxxnts in the satisfaction (or waiver) form of Exhibit I hereto from certain officers and directors of the terms Company; (iii) the Series A Voting Agreements in the form of Exhibit J hereto from holders of a majority of the outstanding shares of Series A Preferred Stock and conditions (iv) resolutions of this Agreementthe Board of Directors of the Company authorizing the transactions contemplated hereby, certified by the Company's secretary in respect of form reasonably satisfactory to Purchasers.The date on which the First Closing Date each Buyer shall purchase (i) a First Note in the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder occurs is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto, and (ii) a Warrant initially entitling the applicable Buyer to purchase a number of shares of Common Stock equal to the principal amount of such Buyer’s First Note divided by the closing price of the Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings, if any, of the purchase and sale of the Notes and Warrants shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, hereinafter referred to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow instructions from Buyers and their respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyers"FIRST CLOSING DATE."

First Closing. The sale and purchase of the Series D Notes to be purchased by each Purchaser of a Series D Note (each such Purchaser of a Series D Note, a “First Closing of the purchase and sale of the First Notes in an aggregate principal amount of Four Million Two Hundred Thirty Thousand and No/100 United States Dollars (US$4,230,000.00Purchaser”), and Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars shall occur at a closing (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars the “First Closing”) to be held not later than 1:00 p.m. New York time (US$575,000.00) of which was funded to the Company prior to the date hereof, and shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement Purchasers’ reinvestment deadline) at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 on December 22, 2017 (the “First Closing Date”). Subject At the First Closing, the Company will deliver to each First Closing Purchaser the satisfaction Series D Notes to be purchased by such First Closing Purchaser in the form of a single Series D Note (or waiversuch greater number of Series D Notes in denominations of at least $100,000 as such First Closing Purchaser may request) of the terms and conditions of this Agreement, in respect of dated the First Closing Date each Buyer shall purchase and registered in such First Closing Purchaser’s name (i) a First Note or in the principal name of its nominee), against delivery by such First Closing 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 in accordance with the wire instructions set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto, and (ii) a Warrant initially entitling the applicable Buyer to purchase a number of shares of Common Stock equal to the principal amount of such Buyer’s First Note divided Funding Instruction Letter delivered by the closing price of the Common Stock on the Trading Day immediately prior Company in connection with such First Closing. If at the First Closing Date. Additional Closingsthe Company shall fail to tender such Series D Notes to any First Closing Purchaser as provided above in this Section 3.1, if any, of the purchase and sale of the Notes and Warrants shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction or any of the conditions specified in Section 4 shall not have been fulfilled to the Additional Closings set forth in such First Closing Purchaser’s satisfaction, such First Closing Purchaser shall, at its election, be relieved of all further obligations under this Agreement (the “Additional with respect to Series D Notes to be purchased by such First Closing Dates”, collectively, with Purchaser at the First Closing, without thereby waiving any rights such First Closing Date, referred Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to as the “such First Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow instructions from Buyers and their respective counsel, Purchaser’s satisfaction or in such other manner as is mutually agreed to failure by the Company and the Buyersto tender such Series D Notes.

First Closing. The First Closing Subject to the satisfaction or waiver of the conditions set forth in Section 4.2(a) and Section 4.2(b) below, the completion of the purchase and sale of the First Notes in an aggregate principal amount of Four Million Two Hundred Thirty Thousand Closing Shares and No/100 United States Dollars (US$4,230,000.00), and Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars (US$575,000.00) of which was funded to the Company prior to the date hereof, and shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing set forth in Warrants (the “First Closing”) shall occur no later than the second business day after the execution of this Agreement by the Investors and the Company (the “First Closing Date”), in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Subject At the First Closing, (a) the Company shall cause Xxxxx Fargo Shareowner Services, the Company’s “Transfer Agent”, to deliver to each Investor the number of First Closing Shares set forth on the Signature Page of such Investor registered in the name of such Investor or, if so indicated on the Investor Questionnaire of such Investor attached hereto as Exhibit A, in the name of a nominee designated by such Investor, (b) the Company shall cause to be delivered to such Investor a First Closing Warrant for the number of First Closing Warrant Shares set forth on the Signature Page of such Investor and (c) the aggregate purchase price for the First Closing Shares and the First Closing Warrants being purchased by such Investor at such First Closing as set forth on the Signature Page of such Investor will be delivered by or on behalf of such Investor to the satisfaction Company. Notwithstanding anything contained herein to the contrary, if the First Closing shall not have occurred on or prior to the date that is two (or waiver2) business days after the execution of this Agreement by the Investors and the Company (unless the First Closing shall not have occurred due to a breach by an Investor of the terms and conditions hereof), then the Investors may terminate this Agreement without further liability of any kind to the Company or the Investors, provided that (i) any such termination of this Agreement shall not relieve any party hereto of any liability in respect of any breach hereof arising prior to the termination of this Agreement (or following such termination with respect to any provisions that survive the termination of this Agreement, in respect of the First Closing Date each Buyer shall purchase (i) a First Note in the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto), and (ii) a Warrant initially entitling the applicable Buyer to purchase a number this last sentence of shares of Common Stock equal to the principal amount of Section 4.1(a) and Sections 2.3, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 18, 19, 23 and 24 shall survive any such Buyer’s First Note divided by the closing price of the Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings, if any, of the purchase and sale of the Notes and Warrants shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow instructions from Buyers and their respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyerstermination.

First Closing. The First Closing closing of the purchase and sale of the Tranche I Notes and First Notes in an aggregate principal amount Issuance Warrants (the "FIRST CLOSING") shall occur at the offices of Four Million Two Hundred Thirty Thousand and No/100 United States Dollars Irell & Manella LLP (US$4,230,000.00"I&M"), and Warrants for an aggregate purchase price 1800 Avenue of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars the Stars, Suite 900, Los Angeles, Xxxxxxrnia 90067, as xxxx xx xxxxxxxxxxx (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars xxx xxx xxxx xxxx xxxx (US$575,000.000) xxxxxxxx xxxx) xxter the satisfaction or waiver of which was funded to the Company prior to the date hereof, and shall take place on the Effective Date, subject to satisfaction all of the conditions to the First Closing set forth herein, or at such other place and time as the Company and Purchasers may agree. At the First Closing, the Company shall deliver to Purchasers the executed Tranche I Notes, the First Issuance Warrants and an executed Security Agreement in this the form of Exhibit F hereto, and Purchasers shall deliver to the Company $1.2 Million (less fees to be paid pursuant to Section 11.2) in immediately available funds. At the First Closing, the parties hereto will also duly execute and deliver the Registration Rights Agreement in the form of Exhibit G hereto (the “First Closing Date”). Subject to "REGISTRATION RIGHTS AGREEMENT") and Purchasers shall receive (i) an opinion from Latham & Watkins LLP covering matters described in Exhibit H; (ii) the satisfaction (or waiver) Xxxxxg Axxxxxxxts in the form of Exhibit I hereto from certain officers and directors of the terms Company; (iii) the Series A Voting Agreements in the form of Exhibit J hereto from holders of a majority of the outstanding shares of Series A Preferred Stock and conditions (iv) resolutions of this Agreementthe Board of Directors of the Company authorizing the transactions contemplated hereby, certified by the Company's secretary in respect of form reasonably satisfactory to Purchasers. The date on which the First Closing Date each Buyer shall purchase (i) a First Note in the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder occurs is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto, and (ii) a Warrant initially entitling the applicable Buyer to purchase a number of shares of Common Stock equal to the principal amount of such Buyer’s First Note divided by the closing price of the Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings, if any, of the purchase and sale of the Notes and Warrants shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, hereinafter referred to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow instructions from Buyers and their respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyers"FIRST CLOSING DATE."

First Closing. The sale and purchase of the Series P Notes (each purchaser of Series P Notes, a “Series P Purchaser”) and the Series Q Notes (each purchaser of Series Q Notes, a “Series Q Purchaser” and, together with the Series P Purchasers, collectively, the “First Closing of the purchase and sale Purchasers”) to be purchased by each of the First Notes in an aggregate principal amount of Four Million Two Hundred Thirty Thousand and No/100 United States Dollars Closing Purchasers shall occur at a closing (US$4,230,000.00)the “First Closing”) on October 31, and Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars 2016 (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars (US$575,000.00) of which was funded to the Company prior to the date hereof, and shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (being referred to herein as the “First Closing Date”)) at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., local time. Subject At the First Closing, the Company will deliver to each First Closing Purchaser the satisfaction Notes to be purchased by such First Closing Purchaser at the First Closing in the form of a single Note for each series of Notes to be purchased by such First Closing Purchaser (or waiver) such greater number of the terms and conditions Notes of this Agreementeach applicable series in denominations of at least €500,000 as such First Closing Purchaser may request), in respect of dated the First Closing Date each Buyer shall purchase and registered in such First Closing Purchaser’s name (i) a First Note or in the principal amount set forth opposite name of its nominee), against delivery by such Buyer’s name in column (3) on First Closing Purchaser to the Schedule Company or its order of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) immediately available funds in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto, and (ii) a Warrant initially entitling the applicable Buyer to purchase a number of shares of Common Stock equal to the principal amount of such Buyer’s First Note divided by the closing price of the Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings, if any, of the purchase and sale price therefor by wire transfer of immediately available funds for the account of the Notes and Warrants shall be at such times and for such amounts Company as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow funding instructions from Buyers and their respective counsel, or in such other manner as is mutually agreed to required by the Company and the BuyersSection 4.10.

First Closing. The sale and purchase of the Series T Notes (each purchaser of Series T Notes, a “Series T Purchaser”), the Series U Notes (each purchaser of Series U Notes, a “Series U Purchaser”), the Series V Notes (each purchaser of Series V Notes, a “Series V Purchaser”) and the Series W Notes (each purchaser of Series W Notes, a “Series W Purchaser”), together with the Series T Purchasers, the Series U Purchasers, the Series V Purchaser and the Series W Purchasers, collectively, the “First Closing of the purchase and sale Purchasers”) to be purchased by each of the First Notes in an aggregate principal amount of Four Million Two Hundred Thirty Thousand and No/100 United States Dollars Closing Purchasers shall occur at a closing (US$4,230,000.00)the “First Closing”) on December 13, and Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars 2018 (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars (US$575,000.00) of which was funded to the Company prior to the date hereof, and shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (being referred to herein as the “First Closing Date”)) at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., local time. Subject At the First Closing, the Company will deliver to each First Closing Purchaser the satisfaction Notes to be purchased by such First Closing Purchaser at the First Closing in the form of a single Note for each series of Notes to be purchased by such First Closing Purchaser (or waiver) such greater number of the terms and conditions Notes of this Agreementeach applicable series in denominations of at least €1,000,000 or $1,000,000, in respect of as applicable, as such First Closing Purchaser may request), dated the First Closing Date each Buyer shall purchase and registered in such First Closing Purchaser’s name (i) a First Note or in the principal amount set forth opposite name of its nominee), against delivery by such Buyer’s name in column (3) on First Closing Purchaser to the Schedule Company or its order of Buyers attached hereto for (x) a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto, or (y) immediately available funds in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto, and (ii) a Warrant initially entitling the applicable Buyer to purchase a number of shares of Common Stock equal to the principal amount of such Buyer’s First Note divided by the closing price of the Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings, if any, of the purchase and sale price therefor by wire transfer of immediately available funds for the account of the Notes and Warrants shall be at such times and for such amounts Company as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow funding instructions from Buyers and their respective counsel, or in such other manner as is mutually agreed to required by the Company and the BuyersSection 4.10.

First Closing. The First Closing Upon satisfaction of the conditions set forth in Sections 4 and 5, the closing of the purchase and sale of the First Notes shares of Common Stock listed in an aggregate principal amount Part I of Four Million Two Hundred Thirty Thousand the Schedule of Investors attached hereto and No/100 United States Dollars (US$4,230,000.00), and the issuance of the Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars (US$575,000.00) of which was funded to the Company prior to the date hereof, and related thereto shall take place at the offices of Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx LLP, 000 X. Xxxxxxx, Suite 1200, Spokane, Washington 99201, on the Effective Dateor before December 22, subject to satisfaction of the conditions to the First Closing set forth in this Agreement 2000 (the “"First Closing Date”"), at 10:00 a.m., or at such other time and place as the parties may agree (the "First Closing"). The First Closing Date and all subsequent closing dates referred to Section 1.4(c) of this Agreement are collectively referred to herein as the "Closing Dates" and each individually as a "Closing Date." The First Closing and all subsequent closings referred to Section 1.4(c) of this Agreement are collectively referred to herein as the "Closings" and each individually as a "Closing." Delivery at the First Closing. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, in respect of at the First Closing Date the Company will deliver to each Buyer shall purchase (i) a First Note Investor listed in the principal amount set forth opposite such Buyer’s name in column (3) on Part I of the Schedule of Buyers attached hereto for (x) Investors a purchase price set forth opposite such Buyer’s name in column (4) on stock certificate representing the Schedule of Buyers hereto, or (y) in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder’s name in column (4) on the Schedule of Buyers hereto, and (ii) a Warrant initially entitling the applicable Buyer to purchase a number of shares of Common Stock equal set forth beside such Investor's name in Part I of the Schedule of Investors and a Warrant exercisable into the applicable number of shares of Common Stock against (i) in the case of principal of and accrued interest on the Convertible Promissory Note and Grant of Security Interest dated December 14, 2000, (the "Convertible Note") made by the Company in favor of Koyah Leverage Partners, L.P., cancellation of such principal and interest pursuant to the principal amount Convertible Note pursuant to the automatic conversion provisions of the Convertible Note and (ii) in the case of the remainder of the purchase price, delivery to the Company by each such Buyer’s Investor at the First Note divided by Closing of a check or wire transfer of funds for the closing purchase price of the shares of Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings, if any, of the purchase and sale of the Notes and Warrants shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails, electronic email and subject to customary escrow instructions from Buyers and their respective counsel, or in such other manner as is mutually agreed to by the Company and the BuyersStock.