Common use of Additional Closing Clause in Contracts

Additional Closing. The obligation of the Company hereunder to issue and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have delivered or reserved for payment and agree to deposit the Additional Purchase Price (less any amounts withheld pursuant to Section 4(g)) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions set forth in such Buyer's or Buyer Group's Deposit Agreement, such Additional Purchase Price to be held and released by the Depositary in accordance with and pursuant to the terms and conditions of such Deposit Agreement. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

Additional Closing. The obligation of (i) Upon the Company hereunder to issue terms and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfactionconditions set forth herein, at or before five (5) calendar days following the applicable Additional Closing Date, filing with the Commission of each a Registration Statement registering the resale of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: maximum aggregate number of (i) Such Buyer shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall have delivered or reserved for payment and agree issue to deposit Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Purchase Price (less any amounts withheld Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 4(g)2.2(a) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing by wire transfer Closing. Upon satisfaction of immediately available funds pursuant to the wire instructions covenants and conditions set forth in such Buyer's or Buyer Group's Deposit AgreementSections 2.2 and 2.3, such the Additional Purchase Price to be held and released by Closing shall occur at the Depositary in accordance with and pursuant offices of Xxxxx Xxxxxxx LLP, counsel to the terms and conditions of Purchaser, or such Deposit Agreementother location as the parties shall mutually agree. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

Additional Closing. The obligation of Concurrently or after the Initial Closing, the Company hereunder may sell, at a per share price of US$8.9328 and on the same terms and conditions as those contained in this Agreement, up to issue and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is 2,238,942 additional Series C-1 Preferred Shares (subject to appropriate adjustment in the satisfactionevent of any stock dividend, at stock split, combination or before similar recapitalization affecting such shares) (collectively, the applicable “Additional Closing DatePurchased Securities”), in one or more closings, to one or more purchasers approved by the Board of each of the following conditionsDirectors, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have delivered or reserved for payment and agree such subsequent sale is consummated prior to deposit forty-five (45) days following the Additional Purchase Price (less any amounts withheld pursuant to Section 4(g)) to such Buyer's or Buyer Group's Deposit AccountInitial Closing, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions set forth in such Buyer's or Buyer Group's Deposit Agreement, such Additional Purchase Price to be held and released by the Depositary in accordance with and pursuant to the terms and conditions of such Deposit Agreement. (ii) The representations each such purchaser shall become a party to this Agreement, the Restated Shareholders’ Agreement (as defined below) and warranties the Restated Right of First Refusal & Co-Sale Agreement by executing and delivering a joinder agreement to each of such Buyer Agreements, (iii) the Company will consult with Sequoia regarding its selection of additional Investors for such additional closings, and Sequoia shall be true and correct have the right to consent to any Investor (together with its Affiliates) investing more than US$10,000,000 in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as acquisition of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date)Series C-1 Preferred Shares, and such Buyer consent shall have performed, satisfied and complied not be unreasonably withheld; provided that no consent is required in all material respects connection with any investment by an existing investor of the covenants, agreements and conditions required by Company. Schedule I to this Agreement shall be updated to be performed, satisfied or complied with by reflect the number of Additional Purchased Securities purchased at each such Buyer at or prior to Closing and the parties purchasing such Additional Purchased Securities. The closing of purchase and sale of Series C-1 Preferred Shares pursuant to this Section 2.3 and the Initial Closing Dateshall be collectively referred to as the “Closings” and each a “Closing”.

Additional Closing. The obligation At such time and place as the Noteholder Representative may elect (which time and place are designated as the “Additional Closing”; provided that the Additional Closing shall be held no more than forty-five (45) days following the date of the Initial Closing), in each case in the sole and absolute discretion of the Noteholder Representative, the Company hereunder shall sell, on the same terms and conditions as those contained in this Agreement, up to issue an additional principal amount of Notes equal to (i) U.S. Thirty-Five Million and sell No/100 Dollars (U.S. $35,000,000.00) minus (ii) the aggregate principal amount of all Notes sold at the Initial Closing (collectively, the “Additional Notes”) together with Warrants representing the same coverage provided for at the Initial Closing, to one or more purchasers approved by the Noteholder Representative (the “Additional Purchasers”) that are “accredited investors” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act); provided that each Additional Purchaser shall become a party to this Agreement by executing and delivering to the Company a counterpart signature page to this Agreement. Any Additional Purchaser so acquiring Additional Notes shall be considered a “Purchaser” for purposes of this Agreement, and any Additional Notes so acquired by such Additional Purchaser shall be considered “Notes” for purposes of this Agreement and all other agreements contemplated hereby. The Schedule of Purchasers shall be updated to reflect the Additional Notes purchased at each such Additional Closing and the related Additional Warrants Purchasers. The term “Closing” shall be defined to each Buyer at an Additional include the Initial Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have delivered or reserved for payment and agree to deposit the Additional Purchase Price (less any amounts withheld pursuant to Section 4(g)) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions set forth in such Buyer's or Buyer Group's Deposit Agreement, such Additional Purchase Price to be held and released by the Depositary in accordance with and pursuant to the terms and conditions of such Deposit Agreementunless otherwise specified. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

Additional Closing. The obligation of (i) Upon the Company hereunder to issue terms and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfactionconditions set forth herein, at or before fifteen (15) calendar days following the applicable Additional Closing effective date (“Effective Date”) of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, of the “Registrable Securities”), and on each of the following conditions30th, provided that these 60th, 90th and 120th calendar day anniversaries of the Effective Date, assuming no Event of Default has taken or is taking place, upon satisfaction of the applicable deliveries, Equity Conditions and closing conditions are for the Company's sole benefit and may be waived by set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at any time in its sole discretion by providing each Buyer price of $1,000 per share of Preferred Stock. Concurrently with prior written notice thereof: the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to 30% of the quotient of (ia) Such Buyer shall have delivered or reserved for payment and agree to deposit the Additional Purchase Price (less any amounts withheld due at the relevant Additional Closing) and the Closing Price for the Trading Day preceding the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 4(g)2.2(a) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing by wire transfer Closing. Upon satisfaction of immediately available funds pursuant to the wire instructions covenants and conditions set forth in such Buyer's or Buyer Group's Deposit AgreementSections 2.2 and 2.3, such the Additional Purchase Price to be held and released by Closing shall occur at the Depositary in accordance with and pursuant offices of Xxxxx Xxxxxxx LLP, counsel to the terms and conditions of Purchaser, or such Deposit Agreementother location as the parties shall mutually agree. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

Additional Closing. The obligation Upon the terms of the Company hereunder to issue this Agreement and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfactionconditions set forth in Sections 2.3(c) and 2.3(d) hereto, at or before the applicable Company agrees to sell, and the Purchaser agrees to purchase, 5,000 shares of Series B-2 Preferred Stock, having an aggregate Stated Value equal to $5,000,000, for the Series B-2 Preferred Subscription Price, on the Additional Closing Date, of each of the following conditions, provided that these conditions are for . The Purchaser shall deliver to the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have delivered or reserved for payment and agree to deposit the Additional Purchase Price (less any amounts withheld pursuant to Section 4(g)) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer at the Additional Closing by via wire transfer of immediately available funds equal to the Series B-2 Preferred Subscription Price, in accordance with the Company’s wire instructions provided pursuant to Section 2.2(c)(iii), and the wire instructions Company shall deliver to the Purchaser 5,000 shares of Series B-2 Preferred Stock, and the Company and the Purchaser shall deliver the other items set forth in Sections 2.2(c) and 2.2(d), respectively, deliverable at the Additional Closing. Upon satisfaction of the covenants set forth in Sections 2.2(c) and 2.2(d) and the conditions set forth in Sections 2.3(c) and 2.3(d), the Additional Closing shall occur at the offices of Company Counsel, or such Buyer's or Buyer Group's Deposit Agreementother location as the parties shall mutually agree. The Company covenants that, such Additional Purchase Price if the Purchaser delivers a Notice of Conversion (as defined in the Series B-2 Preferred Certificate of Designation) to be held and released by convert any shares of Series B-2 Preferred Stock between the Depositary in accordance with and pursuant second (2nd) Trading Day immediately prior to the terms and conditions of such Deposit Agreement. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date, the Company shall deliver Series B-2 Preferred Conversion Shares to the Purchaser on the Additional Closing Date in connection with such Notice of Conversion to convert shares of Series B-2 Preferred Stock.

Additional Closing. The obligation of (i) Upon the Company hereunder to issue terms and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfactionconditions set forth herein, at or before five (5) calendar days following the applicable Additional Closing Date, filing with the Commission of each a Registration Statement registering the resale of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: maximum aggregate number of (i) Such Buyer shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional seven hundred and fifty (750) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall have delivered or reserved for payment and agree issue to deposit Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Purchase Price (less any amounts withheld Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 4(g)2.2(a) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing by wire transfer Closing. Upon satisfaction of immediately available funds pursuant to the wire instructions covenants and conditions set forth in such Buyer's or Buyer Group's Deposit AgreementSections 2.2 and 2.3, such the Additional Purchase Price to be held and released by Closing shall occur at the Depositary in accordance with and pursuant offices of Xxxxx Xxxxxxx LLP, counsel to the terms and conditions of Purchaser, or such Deposit Agreementother location as the parties shall mutually agree. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

Additional Closing. The obligation of (i) Upon the Company hereunder to issue terms and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfactionconditions set forth herein, at or before ten (10) business days following the applicable Additional Closing Date, filing with the Commission of each a Registration Statement registering the resale of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: maximum aggregate number of (i) Such Buyer shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional two hundred (200) shares of Preferred Stock at price of $1,000 per share of Preferred Stock (the “Second Tranche”). Concurrently with the issuance of the Preferred Stock, the Company shall have delivered or reserved for payment and agree issue to deposit Purchaser a Warrant to purchase up to a number of Warrant Shares equal to 75% the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. Absent an Event of Default, and subject to terms in this Purchase Price Agreement, Purchaser shall commit to purchase up to two (less any amounts withheld 2) additional tranches of one hundred thousand dollars ($100,000) of Preferred Stock (“Additional Tranches”) every thirty (30) calendar days, following the Second Tranche, along with warrant coverage of 75% for each tranche. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 4(g)2.2(a) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and (b) and the related Additional Warrants being purchased by such Buyer Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing by wire transfer Closings. Upon satisfaction of immediately available funds pursuant to the wire instructions covenants and conditions set forth in such Buyer's or Buyer Group's Deposit AgreementSections 2.2 and 2.3, such the Additional Purchase Price to be held and released by Closings shall occur at the Depositary in accordance with and pursuant offices of Pxxxx Cxxxxxx LLP, counsel to the terms and conditions of Purchaser, or such Deposit Agreementother location as the parties shall mutually agree. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

Additional Closing. The obligation of (i) Upon the Company hereunder to issue terms and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfactionconditions set forth herein, at or before ten (10) business days following the applicable Additional Closing Date, filing with the Commission of each a Registration Statement registering the resale of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: maximum aggregate number of (i) Such Buyer shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional two hundred (200) shares of Preferred Stock at price of $1,000 per share of Preferred Stock (the “Second Tranche”). Concurrently with the issuance of the Preferred Stock, the Company shall have delivered or reserved for payment and agree issue to deposit Purchaser a Warrant to purchase up to a number of Warrant Shares equal to 75% the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. Absent an Event of Default, and subject to terms in this Purchase Price Agreement, Purchaser shall commit to purchase up to two (less any amounts withheld 2) additional tranches of one hundred thousand dollars ($100,000) of Preferred Stock (“Additional Tranches”) every thirty (30) calendar days, following the Second Tranche, along with warrant coverage of 75% for each tranche. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 4(g)2.2(a) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and (b) and the related Additional Warrants being purchased by such Buyer Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing by wire transfer Closings. Upon satisfaction of immediately available funds pursuant to the wire instructions covenants and conditions set forth in such Buyer's or Buyer Group's Deposit AgreementSections 2.2 and 2.3, such the Additional Purchase Price to be held and released by Closings shall occur at the Depositary in accordance with and pursuant offices of Xxxxx Xxxxxxx LLP, counsel to the terms and conditions of Purchaser, or such Deposit Agreementother location as the parties shall mutually agree. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

Additional Closing. At any time prior to September 30, 2014, upon the terms and subject to the conditions set forth herein, by written notice from the Company to the Purchasers calling for an additional Closing (which shall be in the Company’s sole discretion), each Purchaser shall have the option, but not the obligation, to purchase an additional Note (each, an “Additional Note”), with the aggregate principal amount of all such additional Notes to be no greater than $1 million less the aggregate principal amount of all Initial Notes. The obligation Company shall allocate any the principal amount of any Additional Notes to the Purchasers on the basis of the principal amount for which each such Purchaser elects to subscribe; provided, that if the Company hereunder receives elections to subscribe for Additional Notes having an aggregate principal amount in excess of the principal amount of Additional Notes the Company is permitted to issue and sell pursuant to this Section 2.3, then the Company shall ratably reduce the principal amount of the Additional Notes Note to be issued and the related Additional Warrants sold to each Buyer at an Purchaser based on the principal amount of the Additional Closing is subject Note for which each such Purchaser has elected to subscribe relative to the satisfaction, at or before the applicable Additional Closing Date, aggregate amount of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived all such subscriptions. Each Purchaser shall deliver to an account designated by the Company at any time in writing, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount for its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer Additional Note, which shall have delivered or reserved for payment and agree be equal to deposit the principal amount of the Additional Purchase Price (less any amounts withheld Note to be purchased by such Purchaser, and the Company shall deliver to each Purchaser its respective Additional Note, as determined pursuant to Section 4(g2.3(a)) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer at Company and each Purchaser shall deliver the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions other items set forth in Section 2.3 deliverable at such Buyer's or Buyer Group's Deposit Agreement, such Additional Purchase Price to be held and released by Closing. Upon satisfaction of the Depositary in accordance with and pursuant to the terms covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of Company Counsel or such Deposit Agreementother location as the parties shall mutually agree. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

Additional Closing. The obligation of After the Closing Date and on or prior to March 31, 2001 the Company hereunder to may hold one or more additional closings (each an "Additional Closing," and collectively the "Additional Closings") at which the Company may issue and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer up to the number of shares of Stock equal to the difference between 150,000 and the aggregate number of shares of Stock previously sold on the Closing Date and, as applicable, on the date of any prior Additional Closing and (ii) Warrants to purchase a number of Warrant Shares equal to the difference between 2,080,000 Warrant Shares and the aggregate number of Warrant Shares underlying Warrants previously sold on the Closing Date and, as applicable, on the date of any prior Additional Closing. The sale of the Stock and Warrants pursuant to this Section 1.2(c) shall have delivered or reserved for payment be on the same terms and agree to deposit conditions (including price) as the Additional Purchase Price (less any amounts withheld sale of the Stock and Warrants pursuant to Section 4(g)) 1.1. hereof and shall be effected by the execution by any investor of a counterpart signature page to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes this Agreement. Any investor purchasing Stock and the related Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to this Section 1.2(c) shall make such purchases in the wire instructions set forth in same relative proportions as Stock and Warrants purchased pursuant to Section 1.1 hereof. Upon the execution of a counterpart signature page to this Agreement: (i) each such Buyer's or Buyer Group's Deposit Agreement, such Additional Purchase Price investor shall be deemed to be held a Purchaser for all purposes of this Agreement and released by the Depositary in accordance with Schedule 1 shall be amended to include such Purchaser; and pursuant to the terms and conditions of such Deposit Agreement. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of each such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement deemed to be performed, satisfied or complied with by such Buyer at or prior to a Closing hereunder and the date of each such Additional Closing shall be a "Closing Date" hereunder. If necessary, the Company shall provide an updated Disclosure Statement to Purchasers purchasing in any Additional Closing.

Additional Closing. The obligation of (a) Subject to the conditions set forth in Section 2.4(b), the Company hereunder may require Purchaser to issue purchase up to $4,000,000 of Additional Debentures and Additional Shares on the Additional Closing Date. The Company shall indicate its intent to sell the Additional Notes Debentures and the related Additional Warrants to each Buyer at an Additional Closing is subject Shares by delivery to the satisfaction, at or before the applicable Additional Closing Date, Purchaser of each of the following conditions, provided that these conditions are for the Company's sole benefit and a written notice which may be waived by the Company delivered at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have delivered or reserved for payment to the expiration of the 15th month anniversary of the Execution Date and agree indicating thereon the principal amount of Additional Debentures up to deposit the Additional Purchase Price (less any amounts withheld pursuant $4,000,000 that it intends to Section 4(g)) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer sell at the Additional Closing by wire transfer of immediately available funds pursuant to Closing, provided, that the wire instructions set forth in Company may only deliver such Buyer's or Buyer Group's Deposit Agreementwritten notice if, such Additional Purchase Price to be held and released by on the Depositary in accordance with and pursuant to the terms and conditions date of such Deposit Agreement. (ii) The representations and warranties of such Buyer shall be true and correct delivery, it is in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied compliance in all material respects with the covenants, agreements terms and conditions required by this Agreement of the Transaction Documents, no Event of Default shall exist under the Initial Debentures, and at least $4,000,000 of principal amount of Initial Debentures shall have been converted into Underlying Shares in accordance with the terms thereof. The Company may only exercise the right to elect to require the purchase of Additional Debentures and Additional Shares on a single occasion, and there may not be performedmore than a single Additional Closing. If the Company shall have timely delivered such notice, satisfied or complied with by such Buyer at or prior then subject to such the satisfaction of the conditions set forth in Section 2.4(b), on the Additional Closing Date, the Company shall issue to the Purchaser the Additional Debentures and the Additional Shares for an aggregate purchase price equal to the principal amount of Additional Debentures specified in the Company's notice under this Section (up to $4,000,000), less a loan commitment fee equal to (x) the product of $228,259 and the percentage of $4,000,000 of Debentures to be issued at the Additional Closing, less (y) $57,065 of the loan commitment fee paid in accordance with Section 2.3 (such net amount, the "Additional Purchase Price"). At the Additional Closing, the Company will deliver to the Purchaser: (1) the Additional Debentures, registered in the name of the Purchaser, in the aggregate principal amount of up to $4,000,000 (as indicated in the Company's notice to elect the sale and issuance of the Additional Debentures), (2) a stock certificate (which shall contain no restrictive legends) registered in the name of the Purchaser, evidencing a number of Additional Shares equal to (x) the product of 80,091 and the percentage of $4,000,000 of Additional Debentures to be issued at the Additional Closing, less (y) 20,022 of the Initial Shares issued at the Closing pursuant to Section 2.3(a), and (3) a bring-down of the legal opinion of Company Counsel delivered on the Execution Date, addressed to the Purchaser. The Purchaser will, against delivery of its Additional Debentures and Additional Shares, deliver to the Company, the Additional Purchase Price, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose.