Common use of Additional Closing Clause in Contracts

Additional Closing. Subject to the Buyers’ consent and the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the Additional Closing Conditions, at any time after the Initial Closing Date, the Company may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Company, (A) certifying that the Company has satisfied the Additional Closing Volume Condition (as defined below), the Additional Closing Price Condition (as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Buyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), (B) confirming the aggregate principal amount of the Additional Notes to be purchased by the Buyers (which, with respect to any given Additional Closing, shall not exceed $80,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date (which shall be the fifth (5th) Trading Day after such Additional Closing Notice or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date”, and together with the Initial Closing Date, each a “Closing Date”) and (D) attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice, upon mutual consent of each Buyer and the Company, shall be irrevocable. For the avoidance of doubt, the Buyers shall not be required to consummate any Additional Closing without Buyers’ consent or if on the Additional Closing Date the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder with the Buyers’ consent shall terminate upon the eighteen (18)—month anniversary of the date hereof (or such earlier date as the Company shall determine, in its sole discretion, by delivery of a written notice to the Buyers) (the “Additional Closing Expiration Date”).

Additional Closing. Subject to (a) At any time from the Buyers’ consent and Closing Date until the satisfaction (or waiver) one-year anniversary of the Additional Notice Conditions (as defined below) and the Additional Closing Conditions, at any time after the Initial Closing Date, the Company Purchaser shall have (in addition to the rights set forth in Section 4.14) the option, in its sole and absolute discretion, to purchase at up to (but no more than) three Additional Closings, Additional Debentures with an aggregate face value of $1,125,000. The amount the Purchaser shall pay for each Additional Debenture shall be equal to 88.889% of the face value of the Additional Debenture (the “Additional Subscription Amount”) and the Purchaser may deliver purchase at each Additional Closing Additional Debentures with any face value that it shall determine (up to an aggregate face value of $1,125,000) that is in excess of $200,000. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY OTHER TRANSACTION DOCUMENT, THE PURCHASER SHALL HAVE NO OBLIGATION TO PURCHASE ANY ADDITIONAL DEBENTURE, WHICH PURCHASE SHALL BE MADE IN THE SOLE AND ABSOLUTE DISCRETION OF THE PURCHASER. (b) The Purchaser shall exercise its option to purchase one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding Additional Debentures by delivering a notice thereof (each an “Additional Closing Notice”, ) to the Company not more than 15 Trading Days and not less than five Trading Days prior to the date Additional Closing Date for such purchase. Each Additional Closing Notice shall specify (i) the Additional Closing Date and (ii) the face value and Additional Subscription Amount of the Additional Debenture to be purchased at such Additional Closing. (c) On each Additional Closing Date specified in an Additional Closing Notice, eachupon the terms and subject to the conditions set forth herein, an “ “the Company shall sell, and the Purchaser shall purchase, the Additional Debenture in the amount specified in such Additional Closing Notice Date”) and an Additional Warrant exercisable for the Additional Warrant Share Amount. The Purchaser shall deliver to the Buyers, with Company via wire transfer or a copy certified check in immediately available funds equal to the Trustee, executed by Additional Subscription Amount for the chief executive officer or chief financial officer Additional Debentures to be purchased at such Additional Closing Date and the Company shall deliver to the Purchaser such Additional Debenture and Additional Warrant and the other items set forth in Section 4.15(d). Upon satisfaction of the Company, (Aconditions set forth in Sections 4.15(f) certifying that the Company has satisfied the Additional Closing Volume Condition (as defined belowand 4.15(g), the Additional Closing Price Condition shall occur at the offices of FW, or such other location as the parties shall mutually agree. (d) On each Additional Closing Date, the Company shall deliver or cause to be delivered to the Purchaser (or as defined belowotherwise specified) the following: (i) a legal opinion of Company Counsel, in the form of Exhibit F attached hereto; (ii) the Additional Debenture to be purchased at such Additional Closing, duly executed by the Company (in the event the Additional Debenture purchased at an Additional Closing has a face value of less than $1,125,000, the repayment terms of the form of Additional Debenture attached hereto as Exhibit A shall be adjusted in the Additional Debenture executed and delivered by the Company at such Additional Closing to correspond to that portion of such maximum face value represented by the face value of such Additional Closing Notice Date and Debenture); (IIiii) no Equity Conditions Failure (as defined below) exists (or detailing any the Additional Warrant to be purchased at such Equity Conditions Failure and specifying that no Additional Closing shall occur unless registered in the Buyers waive such Equity Conditions Failure) as name of the Purchaser to purchase up to the Additional Warrant Share Amount of such Additional Closing Notice Date Warrant; (the “Additional Notice Conditions”), (Biv) confirming the aggregate principal amount of the Additional Notes to be purchased resolutions duly adopted by the Buyers (which, with respect to any given Additional Closing, shall not exceed $80,000,000 in the aggregate (or such other amount as respective Boards of Directors of the Company and the Buyers shall mutually agreeSubsidiaries authorizing the execution, delivery and performance of the documents delivered at such Additional Closing; (v) by wire transfer to the account as specified in writing by the Purchaser, an amount equal to 2.00% of the Additional Subscription Amount paid at such Additional Closing, representing payment of a collateral management fee; (vi) a certificate of the chief executive officer of the Company confirming the compliance by the Company with the conditions set forth in Section 4.15(g)); (vii) payment of the fees and expenses of the Purchaser’s counsel in connection with such Additional Closing; and (viii) evidence that the Subsidiaries’ gaming licenses are in good standing with the Board. (e) On each Additional Closing Date, the pro rata amount Purchaser shall deliver or cause to be delivered to the Company, the Additional Subscription Amount of the Additional Debenture to be purchased at such Additional Closing, by wire transfer to the account as specified in writing by the Company. (f) The obligations of the Company hereunder in connection with each Additional Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on such Buyer (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date of the representations and warranties of the Purchaser contained herein; (which shall ii) all obligations, covenants and agreements of the Purchaser required to be the fifth (5th) Trading Day after performed at or prior to such Additional Closing Notice Date shall have been performed; and (iii) the delivery by the Purchaser of the item set forth in Section 4.15(e) of this Agreement. (g) The obligations of the Purchaser hereunder in connection with each Additional Closing are subject to the following conditions being met: (i) the accuracy in all material respects on such Additional Closing Date of the representations and warranties of the Company contained herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to such other date as is mutually agreed to Additional Closing Date shall have been performed; (iii) the delivery by the Company and each Buyerof the items set forth in Section 4.15(d) of this Agreement; (iv) there shall have been no Material Adverse Effect since the date hereof; and (v) if the Common Stock is traded on a Trading Market at the date hereof, each, an “from the date hereof to such Additional Closing Date”, and together with trading in the Initial Common Stock shall not have been suspended, and, at any time prior to such Additional Closing Date, each trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a “Closing Date”) and (D) attaching banking moratorium have been declared either by the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in the case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Additional Closing Notice, upon mutual consent of each Buyer Debenture and the Company, shall Additional Warrant to be irrevocable. For the avoidance of doubt, the Buyers shall not be required to consummate any purchased at such Additional Closing without Buyers’ consent or if on the Additional Closing Date the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder with the Buyers’ consent shall terminate upon the eighteen (18)—month anniversary of the date hereof (or such earlier date as the Company shall determine, in its sole discretion, by delivery of a written notice to the Buyers) (the “Additional Closing Expiration Date”)Closing.

Additional Closing. Subject (a) The Additional Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Buyers’ consent Company and the Class B Purchasers (the “Notice of Additional Closing”), subject to the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and waiver at or prior to the Additional Closing Conditionsof the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are to be satisfied at any time after the Initial Closing DateAdditional Closing, the Company may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) but subject to the Buyers, with a copy to fulfillment or waiver of those conditions at the Trustee, executed by the chief executive officer or chief financial officer of the Company, Additional Closing) but which shall take place (A) certifying no earlier than ten (10) Business Days after receipt by the Class B Purchasers of the Notice of Additional Closing (and provided that the Company has satisfied Class A Purchaser shall have the right, upon at least two (2) Business Days' prior notice to the Class B Purchaser Representative, to defer the Additional Closing Volume Condition (as defined below), Date to a date later than the date specified in the Notice of Additional Closing Price Condition (as defined belowClosing) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Buyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), (B) confirming no later than the aggregate principal amount of the Additional Notes to be purchased by the Buyers Drop-Dead Date, or (which, with respect to any given Additional Closing, shall not exceed $80,000,000 in the aggregate (or ii) at such other amount time and place as the Company and the Buyers Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing. (b) The Parties agree that the Class A Purchaser shall mutually agree))be required to deliver the Notice of Additional Closing no later than ten (10) Business Days prior to the Drop-Dead Date, and to the pro rata amount to be purchased extent such Notice of Additional Closing has not been delivered by such Buyer (whichdate, together with such Notice of Additional Closing shall be deemed to have been given, and the aggregate principal amount Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as conditions set forth opposite in Section 2.09, Section 2.10 and Section 2.11 on such Buyer’s name in column date. (4c) on the Schedule of Buyers), (C) setting forth the proposed The Additional Closing Date shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (which shall be the fifth (5th) Trading Day after such Additional Closing Notice or such other date location as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date”, and together with the Initial Closing Date, each a “Closing Date”) and (D) attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice, upon mutual consent of each Buyer and the Company, shall be irrevocable. For the avoidance of doubt, the Buyers shall not be required to consummate any Additional Closing without Buyers’ consent or if on the Additional Closing Date the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder with the Buyers’ consent shall terminate upon the eighteen (18)—month anniversary of the date hereof (or such earlier date as the Company shall determine, in its sole discretion, by delivery of a written notice to the Buyers) (the “Additional Closing Expiration Date”Purchasers).

Additional Closing. Subject to the Buyers’ consent and the satisfaction (or waiver) of the Additional Notice Conditions (as defined belowconditions set forth in Sections 1(d), 6(b) and the Additional Closing Conditions, at any time after the Initial Closing Date7(b) below, the Company may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding shall issue and sell to each Buyer, and each such Buyer severally, but not jointly, agrees to purchase from the Company on (each an “a) the First Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Company, (A) certifying that the Company has satisfied the Additional Closing Volume Condition Date (as defined below), (i) the number of Additional Closing Price Condition (Preferred Shares as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Buyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), (B) confirming the aggregate principal amount of the Additional Notes to be purchased by the Buyers (which, with respect to any given Additional Closing, shall not exceed $80,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as is set forth opposite such Buyer’s name in column (43)(b) on the Schedule of Buyers), Buyers and (Cii) setting Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the proposed Schedule of Buyers (the “First Additional Closing”) and (b) the Second Additional Closing Date (which shall be as defined below), (i) the fifth (5th) Trading Day after such number of Additional Closing Notice or such other date Preferred Shares as is mutually agreed set forth opposite such Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to by acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Company and each Buyer, each, an Schedule of Buyers (the “Second Additional Closing Date”, Closing” and together with the Initial Closing DateFirst Additional Closing, each an “Additional Closing”). The Initial Closing, the First Additional Closing, and the Second Additional Closing are each referred to herein as a “Closing DateClosing”) and (D) attaching , and, whenever the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Noticecontext requires, upon mutual consent of each Buyer and the Company, shall be irrevocable. For the avoidance of doubt, the Buyers shall not be required reference in this Agreement to consummate any Additional Closing without Buyers’ consent or if on “the Additional Closing Date Closing” or words of like import shall mean and be a reference to “the applicable Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder with the Buyers’ consent shall terminate upon the eighteen Closing.”” (18)—month anniversary b) Section 1(d) of the date hereof (or such earlier date as the Company shall determine, Purchase Agreement is hereby deleted in its sole discretion, by delivery of a written notice to the Buyers) (the “Additional Closing Expiration Date”).entirety and amended and restated as follows:

Additional Closing. Subject to the Buyers’ consent (i) Each Purchaser and the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the Additional Closing Conditions, at any time after the Initial Closing Date, the Company may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Company, (A) certifying that the Company has satisfied the Additional Closing Volume Condition (as defined below), the Additional Closing Price Condition (as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Buyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), (B) confirming the aggregate principal amount of the Additional Notes to be purchased by the Buyers (which, with respect to any given Additional Closing, shall not exceed $80,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date (which shall be the fifth (5th) Trading Day after such Additional Closing Notice or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date”, and together with the Initial Closing Date, each a “Closing Date”) and (D) attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice, upon mutual consent of each Buyer and the Company, shall be irrevocable. For the avoidance of doubt, the Buyers shall not be required to consummate any Additional Closing without Buyers’ consent or if on the Additional Closing Date the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder with the Buyers’ consent shall terminate upon the eighteen (18)—month anniversary of the date hereof (or such earlier date as the Company shall determine, in its sole discretion, by delivery of each have the right to deliver a written notice to the Buyers) other (the “"Additional Financing Notice") requiring such other party to either sell or buy (severally and not jointly), as the case may be, the Additional Securities for the Additional Purchase Price. The Additional Financing Notice may be delivered no earlier than 190 days following the Closing Date and no later than 210 days following the Closing Date, or as otherwise agreed to by the parties hereto. At the Additional Closing Expiration each Purchaser which receives or delivers an Additional Closing ------ 2 The number which equals 7.5% of $7,000,000 divided by the lesser of (i) 110% of the average of the Per Share Market Values for the four Trading Days preceding the Additional Closing Date and (ii) $16.00 (subject to equitable adjustment for stock splits, recombinations and similar events). Notice pursuant to the terms hereof shall (subject to the terms and conditions herein) purchase such portion of the Additional Securities as equals such Purchaser's pro-rata portion of the Initial Securities issued and sold at the Closing. The closing of the purchase and sale of Additional Securities (the "Additional Closing") shall take place at the offices of Robinson Silverman,1290 Avxxxx xx txx Xxxxxxax, Xxx Xxxx, Xxx Xxxx 00000, xx xxx xxxxx (0xx) Xxxxxess Day after the Additional Financing Notice is received by a Purchaser or the Company, as the case may be, or on such other date as otherwise agreed to by the parties hereto, provided, that in no case shall the Additional Closing take place unless and until all of the conditions listed in Section 5 of this letter shall have been satisfied by the Company or waived by the Purchasers. The date of the Additional Closing is hereinafter referred to as the "Additional Closing Date”)." Notwithstanding anything to the contrary contained in this letter, each Purchaser may, prior to the Additional Closing Date, designate an Affiliate thereof to acquire all or any portion of the Additional Securities. (i) At the Additional Closing, the parties shall deliver or shall cause to be delivered the following: (a) the Company shall deliver to (x) each Purchaser which receives or delivers an Additional Closing Notice pursuant to the terms hereof or its designated Affiliate: (1) the number of Additional Shares purchased equal to such Purchaser's pro rata portion of the Initial Shares issued and sold at the Closing, registered in the name of such Purchaser or its designated Affiliate, (2) an Additional Adjustable Warrant registered in the name of such Purchaser or its designated Affiliate, (3) an Additional Closing Warrant registered in the name of such Purchaser or its designated Affiliate, entitling the holder thereof to purchase such number of shares of Common Stock as equals such Purchaser's pro-rata portion of the shares of Common Stock underlying the Initial Closing Warrant issued and sold at the Closing to such Purchaser, (4) a legal opinion in form and substance acceptable to the Purchasers, (5) an officer's certificate pursuant to Section 5(b) hereof and (6) executed Additional Transaction Documents and the Transfer Agent Instructions relating to the Additional Securities, and (y) Robinson Silverman, $20,000 xxx xxe xxxxx xxes and expenses incurred by the Purchasers to prepare the Additional Transaction Documents, which amount shall be deducted by the Purchasers from the Additional Purchase Price and shall be paid directly to Robinson Silverman and (b) xxxx Xxrxxxxxx xxich receives or delivers an Additional Closing Notice pursuant to the terms hereof shall deliver to the Company (1) its pro rata portion of 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 prior to the Additional Closing Date and (2) the executed Additional Transaction Documents.

Additional Closing. Subject to the Buyers’ consent and the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the conditions set forth in Sections 6(b) and 7(b) below (the “Additional Closing Conditions”), at any time after the Initial Exchange Closing Date, the Company may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each each, an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Company, (A) certifying that the Company has satisfied the Additional Closing Volume Condition (as defined below), the Additional Closing Price Condition (as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Buyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), (B) confirming the aggregate principal amount of the Additional Notes to be purchased by the Buyers (which, with respect to any given Additional Closing, shall not exceed $80,000,000 25,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer’s name in column (43) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date (which shall be the fifth (5th) Trading Day after such Additional Closing Notice or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date”, ,” and together with the Initial Closing Date and the Exchange Closing Date, each each, a “Closing Date”) and (D) attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice, upon mutual consent of each Buyer and the Company, Notice shall be irrevocable. For the avoidance of doubt, the Buyers shall not be required to consummate any Additional Closing without Buyers’ consent or if on the Additional Closing Date if the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder with the Buyers’ consent shall terminate upon the eighteen (18)—month first anniversary of the date hereof (or such earlier date as the Company shall determine, in its sole discretion, by delivery of a written notice to the Buyers) (the “Additional Closing Expiration Date”).