Common use of Subsequent Closings Clause in Contracts

Subsequent Closings. If any of the authorized shares of Series B Preferred are not sold at the Initial Closing, the Company shall have the right, at one or more subsequent closings (each a “Subsequent Closing,” and together, the “Subsequent Closings”) to be held within one hundred eighty (180) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made on the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closing.

Subsequent Closings. If The Company may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Company that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor shall be required to purchase from the Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the authorized shares aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of Series B Preferred are not sold at all prior Investors (other than any Defaulting Investor) (such amount, the Initial Closing“Catch-Up Purchase Price” and such purchase, the “Catch-up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by the Investor on a Catch-Up Date, the Company shall issue to each such Subsequent Investor a number of Shares determined by dividing (x) the Catch-Up Purchase Price paid minus the Organizational Expense Allocation (as defined below) by (y) the NAV per Share as of a Catch-Up Date (determined prior to such issuance). Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-up Purchase. For the rightavoidance of doubt, at one or more subsequent closings (each in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(f) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Subsequent Closing,Invested Percentage” and togethermeans, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment. “Subsequent Closings”Organizational Expense Allocation” means, with respect to an Investor, (a) to be held within one hundred eighty multiplied by (180b), where: (a) days equals (i) a fraction, the numerator of which is the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined total Capital Commitments received by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All through such sales shall be made on date (including the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit EInvestor’s), and the representations and warranties denominator of which is the total Capital Commitments received by the Company as set forth in Section 3 hereof through such date (excluding the Investor’s), minus (ii) 1.00; and (b) equals the total amount of organizational and offering expenses spent by the Purchasers as set forth Company in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by connection with the Company. The terms “Closing” ’s formation and “Closing Date” shall refer to the closing of offering described in the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent ClosingMemorandum.

Subsequent Closings. If any The Company may sell up to an ------------------- additional 755,000 shares of the authorized shares of Series B A Preferred are Stock not sold at the Initial Closing, the Company Closing to such purchasers as it shall have the right, select at one or more subsequent closings (each each, a “"Subsequent Closing,” " and togetherthe date ------------------ of each such Subsequent Closing, a "Subsequent Closing Date"), at a ----------------------- price of not less than $1.00 per share and on terms no more favorable than those contained herein. Notwithstanding the foregoing, no Subsequent Closing may occur after the date which is 30 days from the date of this Amendment. Upon payment of the purchase price for the shares of Series A Preferred Stock being purchased and execution of a signature page counterpart to this Agreement, the “Investors' Rights Agreement, the Co-Sale Agreement and the Voting Agreement (collectively, the "Series A Agreements" and each as defined below) ------------------- and without need for an amendment thereto aside from this Amendment, except to add such purchaser's name to Exhibit A to such agreements, --------- any such purchaser shall become a party to the Series A Agreements as of the applicable Subsequent Closings”Closing Date, and shall be deemed a "Purchaser" or an "Investor" for purposes of the Series A Agreements, as the case may be, provided that (a) to the representations and warranties of the Company shall be held within one hundred eighty (180) days deemed made as of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made on the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D ; (the “Investor Rights Agreement”b) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties of each purchaser shall be deemed made as of the applicable Subsequent Closing Date; (c) no further deliveries pursuant to Section 4 of this Agreement shall be made by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing Date; and (d) a purchaser in any such Subsequent Closing shall sign a signature page not be entitled to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Companypurchase any Warrants. The terms “Initial Closing and each Subsequent Closing are referred to herein collectively as the "Closing” " and “the ------- Initial Closing Date and Subsequent Closing Date are referred to herein collectively as the "Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closing." ------------

Subsequent Closings. If any of It is anticipated that new investors reasonably approved by the authorized initial Buyer hereunder (the "New Buyers") may not be purchasing Offered Shares at the initial Closing, but may acquire Offered Shares in an aggregate amount (taken together with the Offered Shares acquired by the initial Buyer) not to exceed Fourteen Million (14,000,000) shares of Series B Preferred are not sold Common Stock at additional closings to occur on or before the thirtieth (30th) day following the date hereof (each a "Subsequent Closing," and together with the Initial Closing, the Company "Closings"; with the date of any Initial Closing or Subsequent Closing, as applicable, being referred to herein as a "Closing Date"), provided however, that Van Wagoner Private Opportxxxxxxx Xxxd L.P. shall have the rightright to acquire up to 2,000,000 Offered Shares at the first Subsequent Closing of at least 1,000,000 Offered Shares to New Buyers, at one or more subsequent closings if no such Subsequent Closing occurs, on the thirtieth (each a “Subsequent Closing,” and together, the “Subsequent Closings”30th) to be held within one hundred eighty (180) days of day after the Initial Closing. Any such Offered Shares Van Wagoner Private Opportxxxxxxx Xxxd L.P. elects not to purchase at the first Subsequent Closing Date, to sell the remaining authorized but unissued shares shall thereafter be available for sale as otherwise provided in this Section 1.b.ii. Any sales of Series B Preferred to one or more additional purchasers as determined by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales Offered Shares and Warrants at Subsequent Closings shall be made on the terms and conditions set forth in this AgreementAgreement and shall be considered to have been issued pursuant hereto. The Schedule of Buyers shall be amended at each Subsequent Closing, without the need to obtain the consent of any party hereto, to reflect the name and address of each New Purchaser participating in such Subsequent Closing, the number of Offered Shares issued at such Subsequent Closings and the other information required by the Schedule of Buyers. Each New Purchaser who participates in a Subsequent Closing shall execute and deliver to the Company a counterpart signature page or joinder to this Agreement pursuant to which each such New Purchaser agrees to be bound by the terms and provisions hereof. The Company shall deliver to each such New Purchaser at each Subsequent Closing a Compliance Certificate executed by an executive officer of the Company, dated the Subsequent Closing Date, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D certifying (the “Investor Rights Agreement”i) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and that the representations and warranties made by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement were true and correct when made, and are true and correct in all material respects as of the Subsequent Closing Date and (ii) that relate all covenants, agreements, and conditions contained in this Agreement to be performed by the Company on or prior to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for have been fully performed or complied with in all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closingmaterial respects.

Subsequent Closings. If The Company may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Company that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Company shall be required to purchase from the Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the authorized shares aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of Series B Preferred are not sold at all prior Investors which have entered into Capital Commitments with the Initial ClosingCompany (other than any Defaulting Investor) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Company shall issue to each such Subsequent Investor a number of Shares determined by dividing (x) the Catch-Up Purchase Price paid minus the Organizational Expense Allocation (as defined below) by (y) the NAV per Share as of a Catch-Up Date (determined prior to such issuance). Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-up Purchase. For the rightavoidance of doubt, at one or more subsequent closings (each in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(f) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Subsequent Closing,Invested Percentage” and togethermeans, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment. “Subsequent Closings”Organizational Expense Allocation” means, with respect to an Investor, (a) to be held within one hundred eighty multiplied by (180b), where: (a) days equals (i) a fraction, the numerator of which is the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined total Capital Commitments received by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All through such sales shall be made on date (including the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit EInvestor’s), and the representations and warranties denominator of which is the total Capital Commitments received by the Company as set forth in Section 3 hereof through such date (excluding the Investor’s), minus (ii) 1.00; and (b) equals the total amount of organizational and offering expenses spent by the Purchasers as set forth Company in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by connection with the Company. The terms “Closing” ’s formation and “Closing Date” shall refer to the closing of offering described in the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent ClosingMemorandum.

Subsequent Closings. If any (a) The Company will have a two-year fundraising period that will expire on the second anniversary of the authorized shares Initial Closing (as defined in the Memorandum); provided, however, that this fundraising period is permitted to be extended for two additional one-year periods by the Company's board of Series B Preferred are not sold at directors by majority vote and, thereafter, one additional one-year period by the Initial ClosingCompany's stockholders by majority vote (the "Fundraising Period"). Through the end of the Fundraising Period, the Company shall have the rightmay, at the Adviser's sole discretion, hold one or more subsequent closings on such dates as the Adviser determines (each date on which a “subsequent closing is held, a "Subsequent Closing,” and together, Closing Date"). Upon or following the “acceptance of a Subscriber's Capital Commitment on any Subsequent Closings”) to be held within one hundred eighty (180) days of the Initial Closing Date, such Subscriber shall be required to sell purchase from the remaining authorized but unissued shares of Series B Preferred to Company, on one or more additional purchasers occasions (all of which shall be on or prior to the next Drawdown Date), each pursuant to a Catch-up Notice (as determined defined below), an aggregate number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Company but who Subscriber, such Subscriber's Net Contributed Capital Percentage (as defined below) shall not be Advanced Digital Information Corporationequal to the Net Contributed Capital Percentage of each prior Subscriber (other than Defaulting Subscribers (as defined below)) that has previously funded a Drawdown Purchase (each such purchase, Overland Storage, Inc. or Storage Tech, Inc., or a "Catch-up Purchase"). Notice of a Catch-up Purchase (a "Catch-up Notice") will be delivered to a Purchaser hereunder who wishes Subscriber at least ten (10) days prior to acquire additional shares the applicable Catch-up Date and shall set forth (i) the amount, in U.S. Dollars, of Series B Preferredthe Catch-up Purchase for such Subscriber, (ii) the date on which payment for the applicable Catch-up Purchase is due (the "Catch-up Date") and (iii) wire instructions for funding of the Catch-up Purchase. All such sales Any Subscriber increasing its Capital Commitment on any Subsequent Closing Date shall be made on the terms and conditions set forth treated as if it were making a new Capital Commitment in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closing.

Subsequent Closings. If any of It is anticipated that new investors reasonably approved by the authorized initial Buyer hereunder (the "New Buyers") may not be purchasing Offered Shares at the initial Closing, but may acquire Offered Shares in an aggregate amount (taken together with the Offered Shares acquired by the initial Buyer) not to exceed Fourteen Million (14,000,000) shares of Series B Preferred are not sold Common Stock at additional closings to occur on or before May 16, 2005 (each a "Subsequent Closing," and together with the Initial Closing, the Company "Closings"; with the date of any Initial Closing or Subsequent Closing, as applicable, being referred to herein as a "Closing Date"), provided however, that Van Wagoner Private Opportunities Fund L.P. shall have txx xxxxx xx acquire up to 2,000,000 Offered Shares at the right, first Subsequent Closing of at one or more subsequent closings (each a “Subsequent Closing,” and together, the “Subsequent Closings”) least 1,000,000 Offered Shares to be held within one hundred eighty (180) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc.New Buyers, or to a Purchaser hereunder who wishes to acquire additional shares if no such Subsequent Closing occurs, on May 16, 2005. Any such Offered Shares Van Wagoner Private Opportunities Fund L.P. elects not tx xxxxxxxx at the first Subsequent Closing shall thereafter be available for sale as otherwise provided in this Section 1.b.ii. Any sales of Series B Preferred. All such sales Offered Shares and Warrants at Subsequent Closings shall be made on the terms and conditions set forth in this AgreementAgreement and shall be considered to have been issued pursuant hereto. The Schedule of Buyers shall be amended at each Subsequent Closing, without the need to obtain the consent of any party hereto, to reflect the name and address of each New Purchaser participating in such Subsequent Closing, the number of Offered Shares issued at such Subsequent Closings and the other information required by the Schedule of Buyers. Each New Purchaser who participates in a Subsequent Closing shall execute and deliver to the Company a counterpart signature page or joinder to this Agreement pursuant to which each such New Purchaser agrees to be bound by the terms and provisions hereof. The Company shall deliver to each such New Purchaser at each Subsequent Closing a Compliance Certificate executed by an executive officer of the Company, dated the Subsequent Closing Date, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D certifying (the “Investor Rights Agreement”i) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and that the representations and warranties made by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement were true and correct when made, and are true and correct in all material respects as of the Subsequent Closing Date and (ii) that relate all covenants, agreements, and conditions contained in this Agreement to be performed by the Company on or prior to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for have been fully performed or complied with in all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closingmaterial respects."

Subsequent Closings. If any of the authorized shares of Series B Preferred are not sold at The Company expects to hold closings subsequent to the Initial Closing, the Company shall have the right, at one or more subsequent closings Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing,” and together, the “Subsequent ClosingsClosing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to be held within one hundred eighty any Member (180including any Additional Member (as defined below)) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers on terms and conditions as determined by the Company but who shall not be Advanced Digital Information CorporationBoard (as defined below); provided, Overland Storagehowever, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will be made on at a per-share price as determined by our Board (including any committee thereof), which price will be determined prior to the terms issuance of such Shares and conditions set forth in this Agreement, accordance with the limitations under Section 23 of the Investment Company Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the ancillary agreements contemplated herebyInitial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the Amended total amount of our organizational and Restated Investor Rights Agreement in substantially other expenses amortized and/or incurred between the form attached hereto as Exhibit D (date of the “Investor Rights Agreement”) Initial Drawdown and the Amended and Restated Voting Agreement relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (the “Voting Agreement”following a cure period of seven (7) Business Days) result in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as that Member being subject to certain default provisions set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions 7.2(e) of this Agreement that relate Agreement. Defaulting Members may also forfeit their right to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing participate in purchasing additional Shares on any future drawdown date or a Subsequent Closingotherwise participate in any future investments in Shares.

Subsequent Closings. If The Company may enter into Other Subscription Agreements with Other Subscribers after the Closing Date, with any closing thereunder referred to as a “Subsequent Closing” and any Other Subscriber whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Subscriber.” Notwithstanding the provisions of Sections 4.1 and 4.3, on one or more dates to be determined by the Company that occurs on or following the Subsequent Closing but no later than the next succeeding Drawdown Date (each, a “Catch-Up Date”), each Subsequent Subscriber shall be required to purchase from the Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the authorized shares aggregate purchase price for such Shares by the Subsequent Subscriber in the aggregate over all applicable Catch-Up Dates, such Subsequent Subscriber’s Invested Percentage shall be equal to the Invested Percentage of Series B Preferred are not sold at all prior Subscribers (other than any Defaulting Subscribers or Excluded Subscribers) (the Initial Closing“Catch-Up Purchase Price”). For the purposes of this Section 4.2, “Invested Percentage” means, with respect to a Subscriber, the quotient determined by dividing (i) the aggregate amount of contributions made by such Subscriber pursuant to Section 4.1 and this Section 4.2 by (ii) such Subscriber’s Capital Commitment. Upon payment of all or a portion of the Catch-Up Purchase Price by the Subscriber on a Catch-Up Date, the Company shall issue to each such Subsequent Subscriber a number of Shares determined by dividing (i) the portion of the Catch-Up Purchase Price contributed at such Catch-Up Date by (ii) the Price Per Share as of the Catch-Up Date. For the avoidance of doubt, in the event that a Catch-Up Date and a Capital Drawdown Date occur on the same calendar day, the Catch-Up Date (and the application of the provisions of this Section 4.2) shall be deemed to have occurred immediately prior to the right, at one or more subsequent closings (relevant Capital Drawdown Date. At each a “Capital Drawdown Date following any Subsequent Closing,” and together, all Subscribers, including Subsequent Subscribers, shall purchase Shares in accordance with the provisions of Section 4.1; provided, however, that notwithstanding the foregoing, the “definition of Drawdown Share Amount and the provisions of Section 4.3, nothing in this Subscription Agreement shall prohibit the Company from issuing Shares to Subsequent Closings”) to be held within one hundred eighty (180) days of Subscribers at a per share price greater than the Initial Closing Date, to sell net asset value per Share. In the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined event that any Subscriber is permitted by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to make an additional capital commitment to purchase Shares on a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made on the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereofdate after its initial subscription has been accepted, such Subscriber will be required to enter into a separate subscription agreement with the Company, it being understood and agreed that any and all provisions such separate subscription agreement will be considered to be an Other Subscription Agreement for the purposes of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Subscription Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closing.

Subsequent Closings. If any of the authorized shares of Series B Preferred are not sold (i) Each Purchaser at the Initial ClosingClosing shall have the option, exercisable in its sole and exclusive discretion at any time and from time to time following the date of the Shareholder Approval of Increase in Authorized Shares (as defined in Section 7(a) below) and on or before June 30, 2014 (the “Expiration Date”), to purchase (and upon receipt of a Demand Notice (as defined below) from a Purchaser, the Company shall have the right, must sell) at one or more subsequent closings Closings on or before the Expiration Date (each such Closing, a “Subsequent Closing,” and together”), the “Subsequent Closings”) to be held within one hundred eighty (180) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made on the same terms and conditions set forth as those contained in this Agreement, additional Shares and all additional Warrants in an aggregate amount not to exceed the number of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) Shares and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as number of Warrant Shares set forth in Section 3 hereof opposite such Purchaser’s name under the heading “Subsequent Closings” on Schedule I hereto. Any Purchaser electing to purchase additional Shares and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred an additional Warrant at a Subsequent Closing shall sign provide written notice thereof to the Company, stating the number of additional Shares to be purchased and the number of Warrant Shares to be subject to the accompanying Warrant (which shall equal seventy-five percent (75%) of the number of additional Shares to be purchased at such Subsequent Closing), duly executed by such Purchaser and delivered to the Company in accordance with Section 9(d) (the “Demand Notice”). Following its delivery of a signature page Demand Notice to the Company (and subject to the satisfaction or waiver of the conditions set forth in Subsections (e) and (g) of this Section 2), such Purchaser shall purchase from the Company, and the Company shall issue and sell to such Purchaser, at the Per Share Purchase Price, the additional Shares and Warrant as set forth in the Demand Notice. Each Subsequent Closing shall occur at such location, date and time as may be agreed upon between the Company and the Purchaser exercising the Purchaser Demand (each, a “Subsequent Closing Date”). The Initial Closing and each Subsequent Closing may also be referred to in this Agreement and will thereby be deemed to be as a “PurchaserClosing,” for all purposes under and the Initial Closing Date and each Subsequent Closing Date may also be referred to in this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and a “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closing.”

Subsequent Closings. If any of The Fund may enter into Other Subscription Agreements with Other Investors after the authorized shares of Series B Preferred are not sold at the Initial Closing, the Company shall have the right, at one or more subsequent closings (each with any closing thereunder referred to as a “Subsequent Closing,” and togetherany Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investor (as defined below)) (such amount, the “Subsequent ClosingsCatch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”) to be held within one hundred eighty (180) days ). Upon payment of all or a portion of the Initial Closing Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to sell each such Subsequent Investor a number of Shares equal to the remaining authorized but unissued shares portion of Series B Preferred to one or more additional purchasers as determined the Catch-Up Purchase Price paid divided by the Company but who shall then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Investors that make a Capital Commitment prior to any Subsequent Closing will not be Advanced Digital Information Corporationrequired to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, Overland Storage, Inc. or Storage Tech, Inc., or to in the event that the Catch-Up Date and a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made Drawdown Date occur on the terms same calendar day, such Catch-Up Date and conditions set forth in this Agreement, and all the application of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing Section 3(e) shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer have occurred immediately prior to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred relevant Drawdown Date. “Invested Percentage” means, with respect to a particular Purchaseran Investor, irrespective the quotient determined by dividing (i) the aggregate amount of whether contributions made by such purchase and sale takes place at the Initial Closing or a Subsequent ClosingInvestor by (ii) such Investor’s Capital Commitment.

Subsequent Closings. If any of the authorized shares of Series B Preferred are not sold at the Initial Closing, the The Company shall have the right, at may hold one or more closings subsequent closings to the Initial Closing (each date on which a subsequent closing is held, a “Subsequent Closing,” and together, the “Subsequent ClosingsClosing Date”) to be held within one hundred eighty (180) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to admit one or more additional purchasers as determined by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., Members or to allow any existing Member to increase its Commitment (each such Member, a Purchaser hereunder who wishes to acquire additional shares “Subsequent Closing Member”). Upon or following the acceptance of Series B Preferred. All such sales shall be made on the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign Member’s Commitment on any Subsequent Closing Date, such Subsequent Closing Member may be required to make a signature page to this Agreement and will thereby Catch-up Purchase, on no less than seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received), at the Adjusted Purchase Price. Such Units may be deemed required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Catch-up Date. Catch-up Dates can occur at any point in a “Purchaser” month but generally will not occur in a month for all purposes under this Agreement and which there is also a Drawdown Date. Any Member increasing its Capital Commitment on any Subsequent Closing Date shall sign the Investor Rights Agreement, Voting Agreement and such other documents be treated as reasonably requested by if it were making a new Commitment to the Company. The terms “Closing” Upon payment of the Adjusted Purchase Price on each Catch-up Date, the number of Units issuable to a Subsequent Closing Member will equal: (x) the Adjusted Purchase Price for such Subsequent Closing Member, minus the Organizational Expense allocation, divided by (y) the then-current NAV per Unit. A Catch-up Date and “a Drawdown Date generally will not occur in the same calendar month. In connection with each Drawdown Date following any Subsequent Closing Date” , all Members, including Subsequent Closing Members, shall refer purchase Units in accordance with 6.1, subject in all cases to the closing Company’s right to limit issuances of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred Units in order to comply with respect to a particular Purchaserapplicable law, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closingincluding ERISA.

Subsequent Closings. If any of the authorized shares of Series B Preferred are not sold at The Fund may hold closings subsequent to the Initial Closing, the Company shall have the right, at one or more subsequent closings Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing,” and together, the “Subsequent ClosingsClosing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to be held within one hundred eighty any Member (180including any Additional Member (as defined below)) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers on terms and conditions as determined by the Company but who shall not be Advanced Digital Information CorporationBoard (as defined below); provided, Overland Storagehowever, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales that no Member shall be required to purchase such additional Shares. The Fund may solicit subscriptions for additional Capital Commitments for a period of twelve (12) months from the Initial Closing Date (the “Offering Period”). The Offering Period may be extended by up to six (6) months by the Board as it may deem appropriate. If the Fund enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor will be required to make purchases of Shares (each, a “Catch-up Purchase”) on one or more dates to be determined by the Fund. The aggregate purchase price of the Catch-up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Fund as all Members whose subscriptions were accepted at previous closings. Catch-up Purchases will be made on at a per-share price as determined by the terms Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and conditions set forth in this Agreement, accordance with the limitations under Section 23 of the 1940 Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the ancillary agreements contemplated herebyInitial Drawdown will be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the Amended total amount of our organizational and Restated Investor Rights Agreement in substantially other expenses amortized and/or incurred between the form attached hereto as Exhibit D (date of the “Investor Rights Agreement”) Initial Drawdown and the Amended and Restated Voting Agreement relevant subsequent capital drawdown. In addition to all legal remedies available to the Fund, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (the “Voting Agreement”following a cure period of five (5) business days) result in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as that Member being subject to certain default provisions set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions 7.2(e) of this Agreement that relate Agreement. Defaulting Members may also forfeit their right to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing participate in purchasing additional Shares on any future drawdown date or a Subsequent Closingotherwise participate in any future investments in Shares.

Subsequent Closings. If The Company may enter into Other Subscription Agreements with Other Investors after the initial Drawdown Date, with any of the authorized shares of Series B Preferred are not sold at the Initial Closing, the Company shall have the right, at one or more subsequent closings (each closing thereunder referred to as a “Subsequent Closing,” and together, the any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Closings”) to be held within one hundred eighty (180) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to Investor.” On one or more additional purchasers as dates to be determined by the Company but who shall not that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Company may be Advanced Digital Information Corporationrequired, Overland Storagein the Company’s sole discretion, Inc. or Storage Techto purchase from the Company a number of Shares with an aggregate purchase price necessary to ensure that, Inc.upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch- Up Date(s), or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales Subsequent Investor’s Invested Percentage (as defined below) shall be made on equal to the terms Invested Percentage of all prior Investors which have entered into Capital Commitments with the Company (other than any Defaulting Investor (as defined below)) (such amount, the “Catch-Up Purchase Price” and conditions set forth in this Agreementsuch purchase, and the “Catch-Up Purchase”). Upon payment of all or a portion of the ancillary agreements contemplated herebyCatch-Up Purchase Price by such an Investor on a Catch-Up Date, including“Invested Percentage” means, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaseran Investor, irrespective the quotient determined by dividing (i) the aggregate amount of whether contributions made by such purchase Investor by (ii) such Investor’s Capital Commitment. Catch-Up Purchases may, in the sole discretion of the Company be priced above NAV to seek to appropriately allocate the initial organizational and sale takes place at offering expenses of the Initial Closing or a Subsequent ClosingCompany.

Subsequent Closings. If any The purchase and sale of the authorized shares 637,731 Shares for which the Services Consideration is to be paid (as such amount may be appropriately adjusted to reflect any stock split, reverse split, stock dividend or other reclassification or recapitalization affecting the capital stock of Series B Preferred are the company, the record date of which shall occur after the date of this Agreement) (the "Remaining Shares") shall take place in installments from time to time, but not sold more frequently than once in each fiscal quarter, following the execution and delivery of the Services Agreement, at such places and dates as the parties shall mutually agree; provided, however, that in the event the parties do not agree upon the date for such purchases and sales, such purchases and sales shall take place on the fifteenth (15th) business day following the end of each fiscal quarter of the Company. Each such purchase and sale following the Initial Closing is hereinafter referred to as a "Subsequent Closing," and the date upon which such Subsequent Closing occurs (or is scheduled to occur) is hereinafter referred to as a "Subsequent Closing Date." At each Subsequent Closing, the Company shall have will deliver to TDC a certificate registered in the right, at one name of TDC (or more subsequent closings (each a “Subsequent Closing,” and together, such other wholly-owned subsidiary of TCI as TCI may direct) evidencing that number of Shares that is equal to the “Subsequent Closings”) to be held within one hundred eighty (180) days value of the Initial Closing Date, services theretofore rendered by TCI and its affiliates (pursuant to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers and as determined in accordance with the Services Agreement) which are then unpaid, divided by the Company but who shall not be Advanced Digital Information CorporationPer Share Purchase Price (the Remaining Shares issued at each Subsequent Closing being hereinafter referred to as the "Subsequent Closing Shares"); provided, Overland Storagehowever, Inc. or Storage Tech, Inc., or that the Company's obligation to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made on the terms and conditions set forth in this Agreementissue Subsequent Closing Shares, and all TDC's obliga- tion to purchase such Shares and render services in payment therefor, shall terminate at such time as the aggregate number of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Subsequent Closing Shares issued pursuant to this Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate 2.3 is equal to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing number of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent ClosingRemaining Shares.

Subsequent Closings. If any of the authorized shares of Series B Preferred are not sold at the Initial Closing, the The Company shall have the right, at may hold one or more closings subsequent closings to the Initial Closing (each date on which a subsequent closing is held, a “Subsequent Closing,” and together, the “Subsequent ClosingsClosing Date”) to be held within one hundred eighty (180) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to admit one or more additional purchasers as determined by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., Members or to allow any existing Member to increase its Commitment (each such Member, a Purchaser hereunder who wishes to acquire additional shares “Subsequent Closing Member”). Upon or following the acceptance of Series B Preferred. All such sales shall be made on the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign Member’s Commitment on any Subsequent Closing Date, such Subsequent Closing Member may be required to make a signature page to this Agreement and will thereby Catch-up Purchase, on no less than seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received), at the Adjusted Purchase Price. Such Units may be deemed required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Catch-up Date. Catch-up Dates can occur at any point in a “Purchaser” month but generally will not occur in a month for all purposes under this Agreement and which there is also a Drawdown Date. Any Member increasing its Capital Commitment on any Subsequent Closing Date shall sign the Investor Rights Agreement, Voting Agreement and such other documents be treated as reasonably requested by if it were making a new Commitment to the Company. The terms “Closing” Upon payment of the Adjusted Purchase Price on each Catch-up Date, the number of Units (including fractional Units) issuable to a Subsequent Closing Member will equal: (x) the Adjusted Purchase Price for such Subsequent Closing Member, minus the Organizational Expense allocation, divided by (y) the then-current NAV per Unit. A Catch-up Date and “a Drawdown Date generally will not occur in the same calendar month. In connection with each Drawdown Date following any Subsequent Closing Date” , all Members, including Subsequent Closing Members, shall refer purchase Units in accordance with 6.1, subject in all cases to the closing Company’s right to limit issuances of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred Units in order to comply with respect to a particular Purchaserapplicable law, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closingincluding ERISA.

Subsequent Closings. If any of The Fund may enter into Other Subscription Agreements with Other Investors after the authorized shares of Series B Preferred are not sold at the Initial Closing, the Company shall have the right, at one or more subsequent closings (each with any closing thereunder referred to as a “Subsequent Closing,” and togetherany Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Subsequent ClosingsCatch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”) to be held within one hundred eighty (180) days ). Upon payment of all or a portion of the Initial Closing Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to sell each such Subsequent Investor a number of Shares equal to the remaining authorized but unissued shares portion of Series B Preferred to one or more additional purchasers as determined the Catch-Up Purchase Price paid divided by the Company but who shall then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be Advanced Digital Information Corporationrequired to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, Overland Storage, Inc. or Storage Tech, Inc., or to in the event that the Catch-Up Date and a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made Drawdown Date occur on the terms same calendar day, such Catch-Up Date and conditions set forth in this Agreement, and all the application of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing Section 3(e) shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer have occurred immediately prior to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred relevant Drawdown Date. “Invested Percentage” means, with respect to a particular Purchaseran Investor, irrespective the quotient determined by dividing (i) the aggregate amount of whether contributions made by such purchase and sale takes place at the Initial Closing or a Subsequent ClosingInvestor by (ii) such Investor’s Capital Commitment.

Subsequent Closings. If The Company may enter into other Subscription Agreements with other subscribers after the Closing Date, with any closing thereunder referred to as a "Subsequent Closing" and any other subscriber whose subscription has been accepted at such Subsequent Closing referred to as a "Subsequent Subscriber." Notwithstanding the provisions of Sections 3(a) and 3(c), on one or more dates to be determined by the Company that occur on or following the Subsequent Closing but no later than the next succeeding Drawdown Date (each, a "Catch-Up Date"), each Subsequent Subscriber shall be required to purchase from the Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the authorized shares aggregate purchase price for such Shares by the Subsequent Subscriber in the aggregate over all applicable Catch-Up Dates, such Subsequent Subscriber's Invested Percentage shall be equal to the Invested Percentage of Series B Preferred are not sold at all prior Subscribers (other than any Defaulting Subscribers or Excluded Subscribers) (the Initial Closing"Catch-Up Purchase Price"). For the purposes of this Section 3(b), "Invested Percentage" means, with respect to a Subscriber, the quotient determined by dividing (i) the aggregate amount of contributions made by such Subscriber pursuant to Section 3(a) and this Section 3(b) by (ii) such Subscriber's Capital Commitment. Upon payment of all or a portion of the Catch-Up Purchase Price by the Subscriber on a Catch-Up Date, the Company shall issue to each such Subsequent Subscriber a number of Shares determined by dividing (i) the portion of the Catch-Up Purchase Price contributed at such Catch-Up Date by (ii) the Price Per Share as of the Catch-Up Date. For the avoidance of doubt, in the event that a Catch-Up Date and a Capital Drawdown Date occur on the same calendar day, the Catch-Up Date (and the application of the provisions of this Section 3(b)) shall be deemed to have occurred immediately prior to the right, at one or more subsequent closings (relevant Capital Drawdown Date. At each a “Capital Drawdown Date following any Subsequent Closing,” and together, all Subscribers, including Subsequent Subscribers, shall purchase Shares in accordance with the provisions of Section 3(a); provided, however, that notwithstanding the foregoing, the “definition of Drawdown Share Amount and the provisions of Section 3(c), nothing in this Agreement shall prohibit the Company from issuing Shares to Subsequent Closings”) to be held within one hundred eighty (180) days of Subscribers at a per share price greater than the Initial Closing Date, to sell net asset value per Share. In the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined event that any Subscriber is permitted by the Company but who shall not to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, such Subscriber will be Advanced Digital Information Corporationrequired to enter into a separate subscription agreement with the Company (such separate agreement may be a short form subscription agreement), Overland Storage, Inc. or Storage Tech, Inc., or it being understood and agreed that such separate subscription agreement will be considered to a Purchaser hereunder who wishes to acquire additional shares be an other subscription agreement for the purposes of Series B Preferred. All such sales shall be made on the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D . (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether such purchase and sale takes place at the Initial Closing or a Subsequent Closing.c)

Subsequent Closings. If any In the event that, prior to the second anniversary of the authorized shares of Series B Preferred are not sold at the Initial Closing, the Company sells shares of its Preferred Stock to an investor (a "Subsequent Purchaser"), the Company shall have at the right, at one or more subsequent closings time of each such sale (each a “"Subsequent Closing,” ") also sell and togetherthe Purchaser shall purchase shares of Preferred Stock of the Company for an aggregate purchase price equal to one-half of the amount paid by the Subsequent Purchaser; provided, that the “Subsequent Closings”) maximum amount the Purchaser shall be obligated to invest to purchase Preferred Stock pursuant to this Section 2.2 shall be $5,000,000. The price per share to be held within one hundred eighty (180) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined paid by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made on the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B for Preferred Stock at a Subsequent Closing shall sign be $5.00 per share, unless the price being paid by the Subsequent Purchaser at such Subsequent Closing is less than $2.00 per share, in which event the price to be paid by the Purchaser at such Subsequent Closing shall equal $5.00 per share multiplied by a signature page fraction the numerator of which is the price per share being paid by the Subsequent Purchaser at such Subsequent Closing and the denominator of which is $2.00. Any Preferred Stock issued to the Purchaser or a Subsequent Purchaser at a Subsequent Closing shall be issued to the Purchaser pursuant to a purchase agreement substantially identical to this Agreement (or on such other terms as the Purchaser may agree in its sole discretion) and will thereby be deemed to be a “Purchaser” for all purposes under the Subsequent Purchaser on terms no more favorable to the Subsequent Purchaser than the terms of this Agreement and the Shareholders Agreement of even date herewith between the Company, the Purchaser and the Existing Shareholders named therein (the "Shareholders Agreement"). The Preferred Stock issued to the Purchaser at a Subsequent Closing shall sign be (a) Series B Preferred if the Investor Rights Agreementprice per share to be paid by the Purchaser at such Subsequent Closing is $5.00, Voting Agreement (b) if the price per share to be paid by the Purchaser at such Subsequent Closing is less than $5.00, a new series of Preferred Stock containing terms substantially identical to the Series B Preferred, except that the original issue price and initial conversion value reflected in the terms of such new series of Preferred Stock shall be the lower purchase price, or (c) Preferred Stock containing such other documents terms as reasonably requested by the CompanyPurchaser may agree in its sole discretion. The terms “Closing” and “Closing Date” shall refer Preferred Stock issued to the closing Subsequent Purchaser at a Subsequent Closing shall be (x) a new series of Preferred Stock (other than a series issued to the Purchaser) containing terms substantially identical to the Series B Preferred, except that the original issue price and initial conversion value reflected in the terms of such new series of Preferred Stock shall be the purchase and sale price paid by such Subsequent Purchaser, or (y) Preferred Stock containing such other terms as the Purchaser may agree in its sole discretion. Notwithstanding the foregoing provisions of this Section 2, so long as the Purchaser holds at least 500,000 shares (as adjusted for stock splits, stock dividends, recapitalizations or similar events) of Series B Preferred and/or issuance Stock, (i) in no event shall the Company sell any equity securities to any investor (other than the Purchaser) that (A) manages, operates or owns any public or private school having any grade level from pre-K through and including grade 12 and offering a curriculum that includes mathematics, science and humanities and (B) has annual revenues of Series A-1 Preferred with respect to a particular Purchaser, irrespective of whether more than $5,000,000 from such purchase activity and sale takes place at (ii) without the Initial Closing or a Subsequent Closing.prior written

Subsequent Closings. If any of the authorized shares of Series B Preferred are not sold at the Initial Closing, the Company shall have the right, at one or more subsequent closings (each a “Subsequent Closing,” and together, the “Subsequent Closings”) to be held within one hundred eighty (180) days of the Initial The Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more additional purchasers as determined by the Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made on the terms and conditions set forth in this Agreement, and all of the ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such that any and all provisions of this Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the closing of the purchase and sale of Series B Preferred and/or issuance any Additional Leases ("Additional Lease Group"), as provided for in this Agreement, will occur on one or more dates after April 15, 2008 (each a "Subsequent Closing"). Unless Purchaser rejects any of Series A-1 Preferred the Additional Leases in an Additional Lease Group (as defined on Exhibit 2) because of (a) title defects, (b) because the Leases do not comply with respect the terms of this Agreement as provided in Section 3(a) and otherwise herein, or (c) because Purchaser has a reasonable good faith reason to believe that a particular PurchaserLease will not result in a well capable of producing commercial quantities of hydrocarbons from the Middle Xxxxxx Shale Formation, irrespective Purchaser shall deliver to Agent or its designee, within ten (10) business days of whether receipt of written (i) notice from Agent identifying the Additional Leases proposed to be acquired, including at a minimum the information concerning each such Additional Lease that is referenced on Exhibit 2 hereto, together with reasonable title information and notice of any material issues or defects in title as to any of the Additional Leases included in the Additional Lease Group which are known to the Agent and (ii) evidence that each Additional Lease to be acquired as part of a proposed Additional Lease Group complies with the provisions of this Agreement, funds at a Subsequent Closing sufficient to purchase and sale takes place at the Initial Closing or Additional Lease Group submitted by Purchaser for a Subsequent Closing, which when paid shall be deemed the Lease Group Purchase Price under this Agreement for any and all Additional Leases in the Additional Lease Group; provided, however, that in no event will a Subsequent Closing occur if the total Lease Group Purchase Price of Additional Leases in an Additional Lease Group to be acquired at any Subsequent Closing is less than Five Hundred Thousand and No/100ths Dollars ($500,000.00), unless otherwise agreed to in advance in writing with Purchaser, and in no event shall the funds paid by Purchaser for Additional Lease Groups exceed, in the aggregate, Three Million Dollars ($3,000,000.00).