Common use of Additional Closings Clause in Contracts

Additional Closings. Additional sales of up to an aggregate of 7,500,000 Shares may be made by the Company to Additional Purchasers at one or more additional closings (each, an “Additional Closing”) up to 120 days after the Initial Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures). At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined in

Additional Closings. Commencing after the Second Closing Date and except for the Initial Funding (as defined below), the Purchaser may, in its sole and absolute discretion, purchase the Securities on an Additional sales of up Closing Date by delivering to an aggregate of 7,500,000 Shares may be made by the Company to a written notice stating (i) the date and time of the closing (the “Additional Purchasers at one or more additional closings (eachClosing Date”, and any such closing, an “Additional Closing”), and (ii) up the amount of Securities to 120 days after be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Closing DateFunding, shall not exceed $4,000,000 and (ii) the Purchaser shall purchase (x) $500,000 in Additional Subscription Amount immediately following the execution of the First Amendment and (y) $500,000 in Additional Subscription Amount no later than September 5, 2023 (such total amount of $1,000,000, the “Initial Funding”); providedprovided that on each such date the VWAP of the Common Stock for each of the previous ten (10) consecutive Trading Days shall be above $0.20 and there is no existing Event of Default. For the avoidance of doubt, however, the Company and the Purchaser agree that the composition of Purchaser shall have no obligation to purchase any additional Securities except for the Initial Funding. Subject to compliance with the applicable federal securities laws, the Company and the Purchaser may mutually agree on such other date and time for any Additional Purchasers (other than any Existing Investor) Closing. Any and all Additional Closings shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx satisfaction (or remotely via express waiver by the exchange Purchaser) of documents and signatures). At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute the conditions set forth in this Section 2.1 and deliver an Investment Financing Signature PageSection 2.3, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall Equity Conditions (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered as defined in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (cNotes) and (fiii) and (C) deliver to each the Company’s compliance with the applicable rules of the Principal Trading Market pursuant to Section 4.18. The parties hereto shall use their commercially reasonable efforts to effectuate any and all Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined inClosings.”

Additional Closings. Additional sales Section 3.2 is hereby deleted in its entirety and the following is substituted therefor: "The sale and purchase of up the Series B-I Debentures to an aggregate of 7,500,000 Shares may be made purchased by the Company to Additional Purchasers Purchaser shall occur at one or more additional closings (each, an “the "Additional Closing”") up to 120 days after on the Initial dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date; provided"). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, however2001 and Purchaser's $250,000 payment on August 10, that 2001 for the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures)Series G Debenture. At each Additional Closing, (i) Closing the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Purchaser that is Closing Date in the form of a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of single Debenture (or such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a certificate for the greater number of Shares being purchased Debentures in denominations of at such Additional Closing by such Additional least $50,000 as Purchaser may request) registered in Purchaser, registered 's name (or in the name of such Additional Purchaser's nominee), against payment delivery by Purchaser to the Company or its order of immediately available funds in the amount of the Purchase Price purchase price therefor by wire transfer of immediately available funds for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each account of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed Company or by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Purchaser check sent via courier for next day delivery. If at any Additional Closing with the same effect Company shall fail to tender such Debenture to Purchaser as though such representation and warranty had been made on and as of that dateprovided above in this Section 3, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment or any of the conditions specified in Section 2.1(h)4 shall not have been fulfilled to Purchaser's reasonable satisfaction, dated as Purchaser shall, at Purchaser's election, be relieved of the date all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP failure or such nonfulfillment. The Company shall deliver to each of Purchaser an Officer's Certificate and a Secretary's Certificate dated the Additional Purchasers an opinion, dated as of the date of such Additional Closing, Closing Date in substantially the a form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A reasonably acceptable to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined inPurchaser's counsel."

Additional Closings. Additional sales of (a) At any time and from time to time following the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing Date, the Company may sell up to an aggregate of 7,500,000 additional 500,000 Series B-2 Shares may be made by the Company to Additional Purchasers at one or more additional closings (each, an “Additional Closing”) up to 120 days after the Initial Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively such shares being referred to as the “ClosingsAdditional Shares”) to such Persons (individually, an “Additional Purchaser,” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as collectively, the “Closing Dates.” Each Additional Closing shall take place Purchasers”), on the same terms and at the offices same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to the terms and Xxxx LLPconditions set forth in this Agreement, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via and in reliance on the exchange of documents representations and signatures)warranties set forth in this Agreement. At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a stock certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaseror certificates in definitive form, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for representing the number of Additional Shares being purchased by it at such Additional PurchaserClosing. As payment in full for the Additional Shares being purchased by it under this Agreement, (B) deliver to each and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional PurchasersClosing Date, each Additional Purchaser shall pay to the documents Company by wire transfer as set forth in Sections 2.1(a) through (c) and (f) and (C) deliver Schedule 1.3 hereto or by such other method as may be reasonably acceptable to each the Company in immediately available funds such amount as shall be equal to the product of the Additional Purchasers, number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President account of the Company, certifying that each representation and warranty contained Company as shall have been designated in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying writing a reasonable time in advance to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of by the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined inCompany.

Additional Closings. Additional sales Subject to the Initial Investors' right of first refusal set forth in Section 1.2(e), the Company may offer and sell up to an aggregate the balance of 7,500,000 Shares may the authorized number of shares of Series 4-A Preferred Stock not sold at the First Closing and the Second Closing (but not any authorized but unissued warrants) to such purchasers as it shall select, subject to the following conditions: (i) it shall first obtain the consent of the Initial Investors, which consent shall not be made unreasonably withheld; (ii) such shares shall be sold at a price not less than the price per share paid at the First Closing; and (iii) such additional purchaser or purchasers 2NEXT PAGE shall subscribe for, in the aggregate, not more than 50% of the number of Series 4-A Preferred Stock subscribed for by the Company Initial Investors in the aggregate at the First Closing and the Second Closing (regardless of whether the Second Closing actually occurs). Any such purchaser shall execute and deliver a counterpart signature page to, and thereby, without further action by any Initial Investor, become a party to and be deemed an Additional Purchasers at one or more additional closings Investor under, this Agreement (eachexcept with respect to Sections 1.2(b) and (c) above), an “the Stockholders Agreement (as defined below) and the Registration Rights Agreement (as defined below), and all schedules and exhibits hereto and thereto shall automatically be updated to reflect such Additional Closing”) up Investor as a party hereto and thereto, and the shares sold to 120 days after the Initial Closing Date; provided, however, that the composition of the such Additional Purchasers (other than any Existing Investor) Investors shall not be subject to the approval of a majority preemptive rights set forth in Article X of the members Certificate of Designation. The closing of the Board purchase and sale of Directors. Each three-fourths (3/4's) of the aggregate amount of the Series 4-A Preferred Stock to be sold to such Additional Closing Investors shall be consummated not later than the date falling sixty (60) days after the First Closing, and the Initial Closing are collectively referred to as closing of the “Closings” purchase and sale of the remaining one-fourth (1/4) of such Series 4-A Preferred Stock shall be consummated on the date of the Second Closing (collectively, the "Additional Closings"). At the Additional Closings, if any, the Company shall deliver to each Additional Closing and Investor a certificate representing the Initial Closing Date are collectively referred to as Series 4-A Preferred Stock that such Additional Investor is purchasing against payment of the “Closing Dates.” Each purchase price therefor by certified check, wire transfer or any combination thereof. The Additional Closing Closings shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLPXxxxxxxx & Xxxxxxxx, 21st Floor, Entertainment Building, 00 Xxxxx XxxxxxXxxxx'x Xxxx Xxxxxxx, XxxxxxXxxx Xxxx at or before 3 p.m. Hong Kong time on the dates specified above (each such time and place, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures). At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing together with the same effect as though such representation First Closing and warranty had been made on the Second Closing and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements any First Refusal Closing (as defined inbelow), are designated as a "Closing").

Additional Closings. Additional sales The purchase and sale of up Notes and Warrants on or after the date hereof shall take place at a closing to an aggregate be conducted remotely via exchange of 7,500,000 Shares documents and signatures at such time as may be made by agreed to among the Company to Additional Purchasers at and the applicable Investors. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “"Additional Closing”", and collectively, the "Closings", and individually, a "Closing"), pursuant to which it shall have the right to issue and sell additional Notes and Warrants to additional Investors or existing Investors. Such Additional Closings may occur at anytime prior to April 14, 2016, unless the Company, at it's sole discretion, elects to extend that date to August 11, 2016) up to 120 days after the Initial Closing Date; provided, however, and provided that the composition Company shall have the sole discretion to terminate the sales of the Additional Purchasers (other than Notes and Warrants at any Existing time without notice to any existing Inventor or potential Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures). At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Investor purchasing Notes and Warrants for cash at such closing a Note in the face amount set forth opposite such Investor's name on Schedule A (as such schedule shall be amended prior to the Additional Purchaser Closing) under the column entitled "Purchase Price / Principal Amount of Note," and a certificate for Warrant to purchase a number of shares of Common Stock corresponding to one hundred percent (100%) of the number of Shares being purchased at shares of Common Stock issuable upon conversion of the such Additional Closing by such Additional Purchaser, registered in the name of such Additional PurchaserNote, against payment receipt of a check subject to the Company collection or a wire transfer in immediately available funds of the Purchase Price for the number of Shares being purchased by such Additional Purchaserpurchase price, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed an account designated by the President of the Company. By receiving a Note and Warrant at an Additional Closing, certifying each Investor receiving such Notes and Warrants represents that each representation its representations and warranty warranties contained in Section 3 shall be are true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented correct as of the date of such Additional Closing. The aggregate principal amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and certifying pay for the Notes and Warrants to be delivered at a Closing is, unless waived by such Investor, subject to the fulfillment condition that the Company's representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the conditions specified Company to sell and issue Notes and Warrants to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor's representations and warranties contained in Section 2.1(h)3 are true, dated complete and correct on and as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined inapplicable Closing date.

Additional Closings. Additional sales During the period beginning six months after the Closing Date and as long as any Preferred Shares are outstanding, the Purchasers (pro rata by initial Subscription Amounts) shall each, severally and not jointly, have the right to purchase additional Preferred Shares from the Company, in minimum aggregate Subscription Amount tranches of $250,000 each (or the remaining available Subscription Amount, if less), up to an a total aggregate of 7,500,000 Shares may be made by the Company additional Subscription Amount equal to Additional Purchasers at one or more additional closings $10,000,000 (each, an “Additional Closing”) up to 120 days after the Initial Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each date, an “Additional Closing Date” and the Initial Closing Date are collectively referred to as amount subscribed for, the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signaturesSubscription Amount”). At The Purchaser(s) shall give the Company not less than three Trading Days’ written notice of its/their intention to purchase additional Preferred Shares. The additional Preferred Shares shall be identical to the initial Preferred Shares including with respect to registration rights, except that the Conversion Price shall be 100% of the average daily closing sale price of the Common Shares for the five Trading Days prior to the giving of notice by a Purchaser. As a condition to the Purchasers’ obligation to purchase each subsequent tranche of Preferred Shares at any Additional Closing, (i) each Additional Purchaser that is a New Investor the Nasdaq Official Closing Price shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by not be less than the Company Conversion Price of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunderthe additional Preferred Shares; (ii) following the Company closing of any such sale of additional Preferred Shares, the Company’s shareholders’ equity shall (A) issue and deliver be adequate to each Additional Purchaser a certificate for maintain the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company listing of the Purchase Price for Common Shares on the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 Nasdaq Capital Market; shall not be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closingnegative; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP any required Shareholder Approval shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit Ghave been obtained; and (iv) the Company shall cause Exhibit A to this Agreement not be or become in default of any other Indebtedness. Each subsequent Closing shall otherwise be in accordance with Sections 2.2 and Exhibit A to each of the Ancillary Agreements (as defined in2.3 above.

Additional Closings. Additional sales In the event that less than 161,000 shares of up to an aggregate of 7,500,000 Shares may be made by Series B Preferred Stock are issued and sold at the Company to Additional Purchasers at Initial Closing, one or more additional closings (each, an “"Additional Closing”" and together the "Additional Closings") may occur on any day on or prior to May 30, 2006, for the sale of up to 120 days after the Initial balance of such shares and related Warrants, to such persons as the Company may determine, so long as the sale of such securities at each such Additional Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject is effected pursuant to the approval terms of this Agreement (or a majority of separate agreement with terms substantially similar to the members of terms hereof) and at a price per share paid in cash, no less than the Board of Directorsper share Purchase Price. Each Additional Closing shall be effected in the manner set forth in Section 1.3. Any individual or entity purchasing securities at an Additional Closing (each, an "Additional Purchaser," and collectively "Additional Purchasers") shall execute a signature page to this Agreement (or such substantially similar separate agreement) and the Initial Closing are collectively referred Company shall, as applicable update Exhibit A hereto to include each such Additional Purchaser, at which time each such Additional Purchasers shall be deemed to be a "Purchaser" hereunder for purposes of this Agreement and all other agreements contemplated hereby, and a "Holder" under the Rights Agreement (as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx defined in Section 2.1) (or remotely via such separate registration rights agreement with terms substantially similar to the exchange terms of documents and signaturesthe Rights Agreement). At or promptly following each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Pagewill deliver to the Additional Purchasers the various certificates, such Additional Purchaser shall become a “Purchaser” hereunder; instruments and documents referred to in Section 2.1(a) hereof, (ii) the Additional Purchasers will deliver to the Company the various certificates, instruments and documents referred to in Section 2.1(b) below, and (iii) the Company shall (A) issue and deliver to each Additional Purchaser a share certificate for and Warrant registered in such Additional Purchaser's name representing the number shares of Shares being purchased Series B Preferred Stock and Warrants that such Additional Purchaser is to receive from the Company at such Additional Closing by to be set forth opposite such Additional Purchaser, registered 's name on the updated Exhibit A hereto (or in the name of such Additional Purchasera separate agreement), against payment of the purchase price therefore by check or wire transfer to an account designated by the Company or other means acceptable to the Company of Company. The Initial Purchased Securities and the Purchase Price for the number of Shares being securities, if any, purchased by such Additional Purchaser, (B) deliver to at each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying are referred to herein as the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined in"Purchased Securities."

Additional Closings. Additional sales Subject to the Initial Investors' right of first refusal set forth in Section 1.2(e), the Company may offer and sell up to an aggregate the balance of 7,500,000 Shares may the authorized number of shares of Series 4-A Preferred Stock not sold at the First Closing and the Second Closing (but not any authorized but unissued warrants) to such purchasers as it shall select, subject to the following conditions: (i) it shall first obtain the consent of the Initial Investors, which consent shall not be made unreasonably withheld; (ii) such shares shall be sold at a price not less than the price per share paid at the First Closing; and (iii) such additional purchaser or purchasers shall subscribe for, in the aggregate, not more than 50% of the number of Series 4-A Preferred Stock subscribed for by the Company Initial Investors in the aggregate at the First Closing and the Second Closing (regardless of whether the Second Closing actually occurs). Any such purchaser shall execute and deliver a counterpart signature page to, and thereby, without further action by any Initial Investor, become a party to and be deemed an Additional Purchasers at one or more additional closings Investor under, this Agreement (eachexcept with respect to Sections 1.2(b) and (c) above), an “the Stockholders Agreement (as defined below) and the Registration Rights Agreement (as defined below), and all schedules and exhibits hereto and thereto shall automatically be updated to reflect such Additional Closing”) up Investor as a party hereto and thereto, and the shares sold to 120 days after the Initial Closing Date; provided, however, that the composition of the such Additional Purchasers (other than any Existing Investor) Investors shall not be subject to the approval of a majority preemptive rights set forth in Article X of the members Certificate of Designation. The closing of the Board purchase and sale of Directors. Each three-fourths (3/4's) of the aggregate amount of the Series 4-A Preferred Stock to be sold to such Additional Closing Investors shall be consummated not later than the date falling sixty (60) days after the First Closing, and the Initial Closing are collectively referred to as closing of the “Closings” purchase and sale of the remaining one-fourth (1/4) of such Series 4-A Preferred Stock shall be consummated on the date of the Second Closing (collectively, the "ADDITIONAL CLOSINGS"). At the Additional Closings, if any, the Company shall deliver to each Additional Closing and Investor a certificate representing the Initial Closing Date are collectively referred to as Series 4-A Preferred Stock that such Additional Investor is purchasing against payment of the “Closing Dates.” Each purchase price therefor by certified check, wire transfer or any combination thereof. The Additional Closing Closings shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Morrison & Foerster, 21st Floor, Entertainment Building, 30 Queen's Road Xxxxxxx, Hxxx Xxxx at or before 3 p.m. Hong Kong time on xxx xxxxx xxxxxxxxx xxxxx (xxxx xuch time and Xxxx LLPplace, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures). At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing together with the same effect as though such representation First Closing and warranty had been made on the Second Closing and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements any First Refusal Closing (as defined inbelow), are designated as a "CLOSING").

Additional Closings. Additional sales If the aggregate principal amount of the Notes purchased at the First Closing is less than $15,960,000, then at any time on or before the earlier of the consummation of a Qualified Financing (as defined in the Notes) or March 15, 2018 (the “Outside Date”), or such later date as is approved by the Investors holding at least 60% of the then-outstanding and unpaid principal and interest under all Notes (the “Requisite Investors”), the Company may sell up to an aggregate the balance of 7,500,000 Shares may be made by the Company to Additional Purchasers authorized Notes not sold at the First Closing in one or more additional closings (eacheach such closing, an “Additional Closing” and each of the First Closing and each Additional Closing, a “Closing”) up to 120 days after First Closing Investors or such other “accredited investors” (as defined in Rule 501 of Regulation D under the Initial Closing DateSecurities Act of 1933, as amended (the “Securities Act”)) as are acceptable to the Company and the Requisite Investors (“Eligible Additional Investors”); provided, however, that the composition of participation by the Additional Purchasers (other than any Existing Investor) eligible investors up to the amounts set forth on EXHIBIT C attached hereto shall be subject considered acceptable to the approval of a majority of Company and the members of the Board of DirectorsRequisite Investors. Each Eligible Additional Closing and the Initial Closing are collectively referred Investor who elects to as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each acquire Notes at an Additional Closing shall take place at become a party to this Agreement by signing a counterpart signature page hereto (if such Eligible Additional Investor is not already a party hereto) and the offices Schedule of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx Investors attached hereto shall be amended to reflect the amount each Eligible Additional Investor has agreed to lend the Company in the column entitled “Additional Closing Loan Amount” (each such amount and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signaturesFirst Closing Investors’ “First Closing Loan Amount,” a “Loan Amount”). At each All loans made at an Additional Closing, (i) each Additional Purchaser that is a New Investor Closing shall execute be made on the terms and deliver an Investment Financing Signature Pageconditions set forth in this Agreement, and each Additional Purchaser that is an Existing Investor shall execute the representations and deliver an Existing Investor Financing Signature Page, and upon acceptance by warranties of the Company set forth in Section 3 hereof and the representations and warranties set forth in Section 4 hereof of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at Investors participating in such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented speak as of the date of such Additional Closing, . Any Notes issued pursuant to this Section 1(b) shall be deemed to be “Notes” for all purposes under this Agreement and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such any Eligible Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A Investor signing a counterpart signature page to this Agreement and Exhibit A shall be deemed to be an “Investor” for all purposes under this Agreement. On each of the Ancillary Agreements Additional Closing Date (as defined inbelow), each Eligible Additional Investor electing to participate in such Additional Closing (the “Additional Closing Investors”) shall lend to the Company at such Additional Closing the amount set forth opposite its name under the column entitled “Additional Closing Loan Amount” on the Schedule of Investors attached hereto (as may be amended as described above) against the issuance and delivery by the Company of a Note for such Loan Amount.

Additional Closings. Additional sales At any time after the First Closing but prior to the maturity date of up to an aggregate any of 7,500,000 Shares may be made by the Debentures issued in the First Closing, the Company may request that Buyer purchase additional Debentures hereunder in Additional Closings by written notice to Additional Purchasers at one or more additional closings (eachBuyer, an “Additional Closing”) up to 120 days after the Initial Closing Date; providedand, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval conditions below, Buyer shall purchase such additional Debentures in such amounts and at such times as Buyer and the Company may mutually agree, so long as no “Event of a majority Default” (as such term is defined in any of the members Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents and which has not been waived by the Buyer, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; and (ii) any additional purchase of Debentures beyond the purchase of Debentures at the First Closing shall have been approved by Buyer, which approval may be given or withheld in Buyer’s sole and absolute discretion. Notwithstanding the foregoing, the Company expects to conduct an offering of its common stock within ninety (90) days of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as Effective Date (the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signaturesEquity Offering”). At each Additional Closing, It is anticipated that the proceeds of the Equity Offering shall be sufficient for the Company (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Pageto pay all of the then outstanding Obligations under the Transaction Documents, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) to pay all of the Company shall then outstanding “Obligations” (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered as defined in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(hPrior Credit Agreement), dated as of the date of each such Additional Closing; and/or (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each fund to Seaport those amounts that will be owing by Seaport under Section 2.4(c) of the Additional Purchasers an opinion, dated as PNC Purchase Agreement. In the event that the proceeds of the date Equity Offering are not sufficient to fund to Seaport the amounts owing under Section 2.4(c) of such Additional Closingthe PNC Purchase Agreement, in substantially upon the form attached hereto as Exhibit G; and (iv) request of the Company and so long as no default or “Event of Default” (as such term is defined in any of the Transaction Documents) shall cause Exhibit A to have occurred or be continuing under this Agreement or any other Transaction Documents which has not been waived by the Buyer, and Exhibit A no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder, the Buyer agrees to each purchase a Debenture from the Company on the date that is ninety (90) days from the Effective Date in an amount sufficient to satisfy the obligations of Seaport under Section 2.4(c) of the Ancillary Agreements (as defined inPNC Purchase Agreement.

Additional Closings. Additional sales of up At any time following the Closing, the Issuer may sell such additional Securities as it deems appropriate in its sole discretion to any additional investor or investors (each, an aggregate of 7,500,000 Shares may be made by the Company to Additional Purchasers "ADDITIONAL INVESTOR") at one or more additional closings closing(s) pursuant to this Agreement (each, an “Additional Closing”) up to 120 days after the Initial Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures"ADDITIONAL CLOSING"). At With respect to each Additional Closing, the Issuer, the Investors and each Additional Investor agree that: (i) each Additional Purchaser that is a New Investor shall execute the sale and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company purchase of such Financing Signature Page, Securities at such Additional Purchaser Closing shall become a “Purchaser” hereunderbe made on the terms and conditions set forth in this Agreement; (ii) at such Additional Closing, each Additional Investor participating in such Additional Closing shall pay to the Company Issuer, by wire transfer of immediately available funds to an account designated in writing by the Issuer, the Purchase Price for the Shares and Warrant being purchased by such Additional Investor hereunder; (iii) at such Additional Closing, the Issuer shall (A) issue and deliver to each such Additional Purchaser a certificate for Investor the number of Shares being purchased at by the Additional Investor hereunder and shall deliver or cause to be delivered to such Additional Closing by Investor a certificate or certificates representing such Additional Purchaser, Shares and a Warrant duly registered in the name of such Additional PurchaserInvestor, against payment to as specified on such Additional Investor's counterpart signature page hereto; (iv) the Company representations and warranties of the Purchase Price for Issuer set forth in SECTION 3 shall speak only as of the number of Shares being purchased by Closing and the Issuer shall have no obligation to update any such Additional Purchaserrepresentation or warranty, or any disclosure set forth in the Disclosure Schedule (Bas defined below) deliver relating to each such representation or warranty, based on events occurring following the Closing; and (v) the representations and warranties of the Additional Purchasers, the documents Investor set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 SECTION 4 shall be true on and speak as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing. In connection with the foregoing, notwithstanding anything to the contrary set forth herein, this Agreement may be amended by the Issuer without the consent of the Investors to include any Additional Investor as a party hereto upon the execution by such Additional Investor of a counterpart signature page hereto, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each upon any such execution by such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each Investor of the Additional Purchasers an opiniona counterpart signature page hereto, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company Investor shall cause Exhibit A be deemed to be an "Investor" for all purposes under this Agreement and Exhibit A to each of the Ancillary Agreements (as defined inAgreement.

Additional Closings. Additional sales At any time and from time to time after the Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, without obtaining the signature, consent or permission of any of the Purchasers, up to an aggregate One Million Four Hundred Five Thousand Five Hundred Twenty One ( 1,405,521 ) additional shares (subject to appropriate adjustment in the event of 7,500,000 Shares may be made by any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series D Preferred Stock (the Company “Additional Shares”), to Additional Purchasers at one or more purchasers (the “Additional Purchasers”) that are acceptable to the holders of a majority of the outstanding Preferred Stock (voting on an a single class on an as converted to Common Stock basis) of the Company as of the date immediately prior to the proposed Additional Closing (as defined below) which majority must include the affirmative approval of Union Square Ventures Opportunity Fund, L.P. (“USV”) and a majority of the members of the Company’s Board of Directors, in additional closings Closings (each, an “Additional Closing”), provided that (a) up each such subsequent sale is consummated prior to 120 one hundred and eighty (180) days after the Initial Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures). At each Additional Closing, and (ib) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue party to this Agreement and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional PurchasersRelated Agreements (as defined below), the documents set forth in Sections 2.1(a) through (c) by executing and (f) delivering a counterpart signature page to this Agreement and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Related Agreements. Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Additional Closing and Exhibit A the parties purchasing such Additional Shares; provided, further, that USV shall have the right, but not the obligation, to purchase such number of Additional Shares at each Additional Closing as may be necessary to allow USV to maintain an ownership in the Company equal to not less than five percent (5%) of the Ancillary Agreements (as defined infully diluted capitalization of the Company following each such Additional Closing.

Additional Closings. Commencing after the Second Closing Date and except for the Initial Funding (as defined below), the Purchaser may, in its sole and absolute discretion, purchase the Securities on an Additional sales of up Closing Date by delivering to an aggregate of 7,500,000 Shares may be made by the Company to a written notice stating (i) the date and time of the closing (the “Additional Purchasers at one or more additional closings (eachClosing Date”, and any such closing, an “Additional Closing”), and (ii) up the amount of Securities to 120 days after be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Closing DateFunding, shall not exceed $2,000,000 and (ii) the Purchaser shall purchase (x) $500,000 in Additional Subscription Amount immediately following the execution of the First Amendment and (y) $500,000 in Additional Subscription Amount no later than September 5, 2023 (such total amount of $1,000,000, the “Initial Funding”); providedprovided that on each such date the VWAP of the Common Stock for each of the previous ten (10) consecutive Trading Days shall be above $0.20 and there is no existing Event of Default. For the avoidance of doubt, however, the Company and the Purchaser agree that the composition of Purchaser shall have no obligation to purchase any additional Securities except for the Initial Funding. Subject to compliance with the applicable federal securities laws, the Company and the Purchaser may mutually agree on such other date and time for any Additional Purchasers (other than any Existing Investor) Closing. Any and all Additional Closings shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx satisfaction (or remotely via express waiver by the exchange Purchaser) of documents and signatures). At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute the conditions set forth in this Section 2.1 and deliver an Investment Financing Signature PageSection 2.3, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall Equity Conditions (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered as defined in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (cNotes) and (fiii) and (C) deliver to each the Company’s compliance with the applicable rules of the Principal Trading Market pursuant to Section 4.18. The parties hereto shall use their commercially reasonable efforts to effectuate any and all Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined inClosings.”

Additional Closings. Additional sales In the event that less than 89,000 shares of up to an aggregate of 7,500,000 Shares may be made by Series B Preferred Stock are issued and sold at the Company to Additional Purchasers at Initial Closing, one or more additional closings (each, an “"Additional Closing”" and together the "Additional Closings") may occur on any day on or prior to April 28, 2006 (or, if the offering pursuant to which the shares are being sold is extended by the Company, prior to May 28, 2006), for the sale of up to 120 days after the Initial balance of such shares and related Warrants, to such persons as the Company may determine, so long as the sale of such securities at each such Additional Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject is effected pursuant to the approval terms of this Agreement (or a majority of separate agreement with terms substantially similar to the members of terms hereof) and at a price per share paid in cash, no less than the Board of Directorsper share Purchase Price. Each Additional Closing shall be effected in the manner set forth in Section 1.3. Any individual or entity purchasing securities at an Additional Closing (each, an "Additional Purchaser," and collectively "Additional Purchasers") shall execute a signature page to this Agreement (or such substantially similar separate agreement) and the Initial Closing are collectively referred Company shall, as applicable update Exhibit A hereto to include each such Additional Purchaser, at which time each such Additional Purchasers shall be deemed to be a "Purchaser" hereunder for purposes of this Agreement and all other agreements contemplated hereby, and a "Holder" under the Rights Agreement (as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx defined in Section 2.1) (or remotely via such separate registration rights agreement with terms substantially similar to the exchange terms of documents and signaturesthe Rights Agreement). At or promptly following each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Pagewill deliver to the Additional Purchasers the various certificates, such Additional Purchaser shall become a “Purchaser” hereunder; instruments and documents referred to in Section 2.1(a) hereof, (ii) the Additional Purchasers will deliver to the Company the various certificates, instruments and documents referred to in Section 2.1(b) below, and (iii) the Company shall (A) issue and deliver to each Additional Purchaser a share certificate for and Warrant registered in such Additional Purchaser's name representing the number shares of Shares being purchased Series B Preferred Stock and Warrants that such Additional Purchaser is to receive from the Company at such Additional Closing by to be set forth opposite such Additional Purchaser, registered 's name on the updated Exhibit A hereto (or in the name of such Additional Purchasera separate agreement), against payment of the purchase price therefore by check or wire transfer to an account designated by the Company or other means acceptable to the Company of Company. The Initial Purchased Securities and the Purchase Price for the number of Shares being securities, if any, purchased by such Additional Purchaser, (B) deliver to at each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying are referred to herein as the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined in"Purchased Securities."

Additional Closings. Additional sales On or prior to the date which is forty-five (45) days following the Initial Closing, subject to the terms of up to an aggregate of 7,500,000 Shares may be made by this Section 1.4, the Company to Additional Purchasers at one or more may effect additional closings (each, an the “Additional Closings” and together with the Initial Closing, the “Closings”) for the aggregate sale and purchase of (i) up to 120 days after but not in excess of 10,948,906 shares of Series A Preferred Stock (including the number of shares of Series A Preferred Stock sold and purchased at the Initial Closing Date; provided, however, that Closing) at the composition price per share of $0.274 pursuant to and in accordance with this Agreement and (ii) Warrants to purchase up to but not in excess of 1,824,818 shares of Series A Preferred Stock (including the number of shares of Series A Preferred Stock subject to Warrants issued at the Initial Closing). The purchasers of the shares of Series A Preferred Stock and Warrants at the Additional Purchasers (other than any Existing Investor) Closings shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” Additional Investors”, and the date of each individually as an “Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Investor”. Each Additional Closing shall take place at Investor must be an “accredited investor” (as such term is defined under the offices Securities Act of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP1933, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signaturesas amended). At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) will issue and deliver to each Additional Purchaser a certificate for certificates evidencing the number shares of Shares being purchased Series A Preferred Stock and Warrants sold at such Additional Closing by such Additional Purchaser, registered in the name of such the applicable Additional Purchaser, against payment Investor (with appropriate legends affixed thereto required by this Agreement and the Related Agreements (to the Company of the Purchase Price for the number of Shares being purchased extent applicable)) against delivery by such Additional PurchaserInvestor of (i) such Additional Investor’s aggregate purchase price therefor by check or wire transfer of immediately available funds, and (Bii) deliver a counterpart signature page to this Agreement and each Related Agreement (to the extent applicable) in such form as shall be reasonably determined by the Company. Upon consummation of the Additional PurchasersClosings in accordance with this Section 1.4, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 Investor shall be true on and as deemed an Investor for all purposes of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A shall be amended to each reflect the purchase and sale of the Ancillary Agreements (as defined insuch shares of Series A Preferred Stock and Warrants.

Additional Closings. Additional sales The Company may, until the earlier of the closing of the Next Equity Financing or December 31, 2017, request that the Purchasers purchase up to an additional Ten Million Dollars ($10,000,000) in value of Series D Preferred Stock in Two Million Five Hundred Thousand Dollar ($2,500,000) increments. Any such request shall be delivered in writing to WIM, and such requested amount shall be allocated in WIM’s discretion among the Purchasers who then hold Series D Preferred Stock (the “Call Notice”). Upon delivery of a Call Notice, WIM (or the Purchasers designated by WIM) may, in WIM’s or such Purchaser’s sole discretion, purchase that number of shares of Series D Preferred Stock set forth in the Call Notice (up to a total aggregate of 7,500,000 Shares may be made by Ten Million Dollars ($10,000,000) in value of Series D Preferred Stock in all such Call Notices). An additional closing shall occur on the date that is ten (10) business days after the date of the Call Notice, or such later date as the Company to Additional Purchasers at one or more additional closings may designate, in its sole discretion (eacheach such closing, an “Additional Closing”) up to 120 days after the Initial ). Any such sale and issuance of Series D Preferred Stock in an Additional Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject on the same terms and conditions as those contained herein. After each Additional Closing, the Schedule of Purchasers shall be amended to reflect the approval number of a majority shares of the members of the Board of Directors. Each Series D Preferred Stock purchased by each Purchaser upon such Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each such Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures)Closing. At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company purchasing shares of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at Series D Preferred Stock in such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) shall deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained by check or wire transfer of immediately available funds, the amount indicated in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional ClosingCall Notice, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP Company shall deliver to each such Purchaser an originally executed stock certificate representing the shares of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined inSeries D Preferred Stock so purchased.

Additional Closings. Additional sales of After the First Subsequent Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to (i) an aggregate of 7,500,000 Shares 2,800,000 shares (less any shares of Series C Preferred Stock sold in the Previous Closings and the First Subsequent Closing, as well as shares to be sold in the Second Tranche Closing (as defined below) and subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series C Preferred Stock (the “Additional Shares”), and (ii) up to the balance of unissued Common Warrants in accordance with Section 1.1(c) above, to existing holders of Preferred Stock or to such other persons or entities as may be made approved by the Company to Additional Purchasers at one or more additional closings in its sole discretion (each, an the “Additional ClosingPurchasers”) up to 120 days after the Initial Closing Date); provided, however, provided that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Closings” and the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures). At each Additional Closing, (i) each Additional Purchaser that such subsequent sale is a New Investor shall execute and deliver an Investment Financing Signature Pageconsummated on or before September 30, 2018, and (ii) each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment party to the Company of the Purchase Price for the number of Shares being purchased Transaction Agreements (as defined below) by such Additional Purchaser, (B) deliver executing and delivering a counterpart signature page to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Transaction Agreements. Exhibit A to this Agreement shall be updated periodically to reflect the number of Additional Shares purchased at each such Closing and Exhibit A the number of Common Warrant Shares underlying the Common Warrants issued at each such Closing and the parties purchasing such Additional Shares and being issued Common Warrants, if applicable. Each Additional Purchaser that purchases Additional Shares pursuant to each this Section 1.3 shall be considered a “Purchaser” for purposes of this Agreement, and any Additional Shares purchased pursuant to this Section 1.3 shall be considered “Stock” for purposes of this Agreement and all other agreements contemplated hereby. Each additional Closing shall be held at the Ancillary Agreements (Closing Location or at such other place as defined inthe Company and the applicable Additional Purchaser may agree either in writing or orally.

Additional Closings. Additional sales (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the date of up declaration of effectiveness (the “Effective Date”) by the Commission of a Registration Statement registering the resale of the maximum aggregate number of shares of Common Stock issuable pursuant to the conversion of the Preferred Stock (the “Registrable Securities”), and on each 30th calendar day anniversary of the Effective Date, until the earlier of the two year anniversary of the date of this Agreement or such time as the Purchaser has purchased an aggregate of 7,500,000 Shares may be made by 6,000 shares of Preferred Stock (including the shares of Preferred Stock purchased at the Initial Closing), assuming no Event of Default has taken or is taking place, upon satisfaction of the applicable deliveries, Equity Conditions and closing conditions set forth in Section 2.2, the Company agrees to Additional Purchasers at one or more additional closings (eachsell, an “Additional Closing”) up to 120 days after the Initial Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred Purchaser agrees to as the “Closings” purchase, a minimum of two hundred and the date fifty (250) shares of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Closing shall take place Preferred Stock at the offices price of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange $1,000 per share of documents and signatures). At Preferred Stock at each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth below in the last sentence of this subsection (b). The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on Exhibit H heretothe signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree. If in contemplation of a particular Additional Closing each of the components of Equity Conditions are met but for criteria (iii) as to trading volume, then the Purchaser shall only be obligated to purchase at such Additional Closing a number of shares of Preferred Stock which shall be supplemented as is convertible into two hundred percent (200%) of the average daily trading volume of the Common Stock for the ten (10) Trading Days immediately preceding the date of such Additional Closing, and certifying to the fulfillment of the conditions specified in Section 2.1(h), dated as of the date of each such Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall deliver to each of the Additional Purchasers an opinion, dated as of the date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined in.