Common use of Additional Closings Clause in Contracts

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 Closing Date by delivering to the Company a written notice stating (i) the date and time of the closing (the “Additional Closing Date”, and any such closing, an “Additional Closing”), and (ii) the amount of Securities to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, 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”); provided 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, the Company and the Purchaser agree that the 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 Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii) the Equity Conditions (as defined in the Notes) and (iii) 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 Closings.”

Additional Closings. Commencing after is hereby deleted in its entirety and the Second following is substituted therefor: "The sale and purchase of the Series B-I Debentures to be purchased by Purchaser shall occur at closings (the "Additional Closing") on the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date Date"). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and except Purchaser's $250,000 payment on August 10, 2001 for the Initial Funding (as defined below), Series G Debenture. At each Additional Closing the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser may, in its sole and absolute discretion, purchase the Securities on an accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by delivering Purchaser to the Company a written notice stating (i) the date and time or its order of the closing (the “Additional Closing Date”, and any such closing, an “Additional Closing”), and (ii) immediately available funds in the amount of Securities to be subscribed the purchase price therefor by wire transfer of immediately available funds for the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, shall not exceed $4,000,000 and (ii) the Purchaser shall purchase (x) $500,000 in Additional Subscription Amount immediately following the execution account of the First Amendment and (y) $500,000 in Company or by Purchaser check sent via courier for next day delivery. If at any Additional Subscription Amount no later than September 5, 2023 (such total amount of $1,000,000, the “Initial Funding”); provided 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, Closing the Company and the shall fail to tender such Debenture to Purchaser agree that the 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 Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth as provided above in this Section 2.1 and Section 2.33, (ii) the Equity Conditions (as defined in the Notes) and (iii) the Company’s compliance with the applicable rules or any of the Principal Trading Market pursuant conditions specified in Section 4 shall not have been fulfilled to Section 4.18Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The parties hereto Company shall use their commercially reasonable efforts deliver to effectuate any Purchaser an Officer's Certificate and all a Secretary's Certificate dated the Additional ClosingsClosing Date in a form reasonably acceptable to Purchaser's counsel.”"

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 Closing Date by delivering to the Company a written notice stating (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the date and time of the closing declaration of effectiveness (the “Additional Closing Effective Date”, and any such closing, an ) 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 “Additional ClosingRegistrable 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 6,000 shares of Preferred Stock (iiincluding 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 sell, and the Purchaser agrees to purchase, a minimum of two hundred and fifty (250) shares of Preferred Stock at price of $1,000 per share of Preferred Stock at each Additional Closing, except as set forth below in the amount last sentence of Securities this subsection (b). The Purchaser shall deliver to be subscribed the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser (such number of shares of the “Additional Subscription Amount”; provided that (iPreferred Stock purchased, as determined pursuant to Section 2.2(a) the Additional Subscription Amounts in the aggregate, including the Initial Funding, shall not exceed $4,000,000 and (ii) the Purchaser shall purchase (x) $500,000 deliver the other items set forth in Section 2.2 deliverable at the Additional Subscription Amount immediately following the execution Closing. Upon satisfaction of the First Amendment covenants and (y) $500,000 conditions set forth in Additional Subscription Amount no later than September 5, 2023 (such total amount of $1,000,000Sections 2.2 and 2.3, the “Initial Funding”); provided that on 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 date Additional Closing a number of shares of Preferred Stock which is convertible into two hundred percent (200%) of the VWAP average daily trading volume 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 immediately preceding the date of Default. For the avoidance of doubt, the Company and the Purchaser agree that the 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 Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii) the Equity Conditions (as defined in the Notes) and (iii) 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 Closings.”

Additional Closings. Commencing At any time and from time to time after the Second 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 One Million Four Hundred Five Thousand Five Hundred Twenty One ( 1,405,521 ) additional shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series D Preferred Stock (the “Additional Shares”), to 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 Date and except for the Initial Funding (as defined below)) which majority must include the affirmative approval of Union Square Ventures Opportunity Fund, L.P. (“USV”) and a majority of the Purchaser maymembers of the Company’s Board of Directors, in its sole and absolute discretion, purchase the Securities on an Additional Closing Date by delivering to the Company a written notice stating additional Closings (i) the date and time of the closing (the “Additional Closing Date”, and any such closingeach, an “Additional Closing”), and (ii) the amount of Securities to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (ia) each such subsequent sale is consummated prior to one hundred and eighty (180) days after the Additional Subscription Amounts in the aggregateClosing, including the Initial Funding, shall not exceed $4,000,000 and (iib) the each Additional Purchaser shall purchase (x) $500,000 in Additional Subscription Amount immediately following the execution of the First Amendment become a party to this Agreement and (y) $500,000 in Additional Subscription Amount no later than September 5, 2023 (such total amount of $1,000,000, the “Initial Funding”); provided 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, the Company and the Purchaser agree that the 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 Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii) the Equity Conditions Related Agreements (as defined below), by executing and delivering a counterpart signature page to this Agreement and each of the Related Agreements. Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Additional Closing and 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 NotesCompany equal to not less than five percent (5%) and (iii) 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 fully diluted capitalization of the Company following each such Additional ClosingsClosing.”

Additional Closings. Commencing after Subject to the Second satisfaction (or waiver) of the conditions set forth in Section 10 (with respect to the Third Closing) and Section 11 (with respect to the Fourth Closing), the Company shall issue at the Third Closing Date and except for the Initial Funding Fourth Closing Date (each, as defined below) additional Debentures substantially in the form attached hereto as Exhibit B-2 (each, an “Additional Debenture,” and together, the “Additional Debentures”), in the Purchaser mayprincipal amounts and against receipt of the purchase prices set forth below to each of DKR SoundShore Oasis Holding Fund Ltd. (“DKR”) and Xxxxxx Capital Master Fund Ltd. (“Xxxxxx”), in its sole and absolute discretion, each of DKR and Xxxxxx agree to purchase such Additional Debentures on the Securities on an Additional Closing Date by delivering terms set forth herein. Subject to the Company a written notice stating (i) terms and conditions of this Agreement, the date and time of the third closing (the “Additional Third Closing”) shall occur on December 12, 2007 or such later date as the Company, the Parent and the Holders may agree (the “Third Closing Date”). At the Third Closing, the Company shall issue (i) an Additional Debenture, duly executed on behalf of the Company and any such closingthe Parent, an “Additional Closing”)in the principal amount of $2,000,000 and $1,100,000, to DKR and Xxxxxx, respectively, and (ii) a Warrant to purchase 1,000,000 Warrant Shares, duly executed on behalf of the amount Parent, to each of Securities DKR and Xxxxxx, against receipt from each of DKR and Xxxxxx of the purchase price for the Debentures and Warrants of $500,000 by wire transfer in immediately available funds in accordance with the Company’s instructions. Subject to be subscribed by the Purchaser terms and conditions of this Agreement, the fourth closing (the “Additional Subscription AmountFourth Closing”; provided that (i) shall occur at the Additional Subscription Amounts in sole discretion of DKR and Xxxxxx, and at such time as the aggregate, including the Initial Funding, 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 $1,000,000Company, the Parent, DKR and Xxxxxx shall agree, but in no event after January 3, 2008 (the “Initial FundingFourth Closing Date”); provided that . At the Fourth Closing, the Company shall issue an Additional Debenture, duly executed on each such date the VWAP behalf 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, the Company and the Purchaser agree that the Purchaser shall have no obligation to purchase any additional Securities except for the Initial Funding. Subject to compliance with the applicable federal securities lawsParent, the Company and the Purchaser may mutually agree on such other date and time for any Additional Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii) the Equity Conditions (as defined in the Notes) principal amount of $1,000,000 to each of DKR and (iii) Xxxxxx against receipt from each of DKR and Xxxxxx of purchase price of $1,000,000 by wire transfer in immediately available funds in accordance with the Company’s compliance with instructions. Each Additional Closing shall occur at such time of day and at such place as the applicable rules Company, the Parent, DKR and Xxxxxx may agree, provided that the Fourth Closing shall occur at the option of the Principal Trading Market pursuant to Section 4.18. The parties hereto shall use their commercially reasonable efforts to effectuate any DKR and all Additional ClosingsXxxxxx.” b. The Agreement shall be amended to insert the following as new Section 10.

Additional Closings. Commencing (a) From and after the Second Initial Closing, the Company shall have the right to sell up to the balance of the remaining Shares and Warrants pursuant to this Agreement at one or more additional closings occurring within 30 days of the Initial 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 Closing Date by delivering to the Company a written notice stating (i) the date and time of the closing (the “Additional Closing Date”, and any such closingeach, an “Additional Closing”), and (ii) to add additional entities and persons as “Investors” hereunder and as parties hereto. No Investor in the amount of Securities Initial Closing is obligated to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) purchase Shares in the Additional Subscription Amounts Closing. (b) The aggregate number of Shares issued in the aggregate, including the Initial Funding, any Closings shall not exceed $4,000,000 7,142,857 Shares and the aggregate number of shares issuable upon exercise of Warrants issued in any Closings shall not exceed 800,000 shares. Each Additional Closing shall take place at the offices of DLA Piper LLP (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 5US), 2023 (such total amount of $1,000,000000 Xxxxxxxx Xxxxxx, the “Initial Funding”); provided that Xxxxx 0000, Xxxxxx, Xxxxx 00000, on each such a 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, or dates determined by the Company and the Purchaser agree that Investors purchasing additional Shares and Warrants at such Additional Closing (each such date, an “Additional Closing Date”). Any Shares and Warrants issued pursuant to this Section 1.4 shall be deemed to be “Shares” and “Warrants,” respectively, for all purposes under this Agreement and at the Purchaser same per share Purchase Price. The Initial Closing and each Additional Closing shall have no obligation to purchase any additional Securities except for constitute and be treated as a “Closing” hereunder, and the Initial FundingClosing Date and each Additional Closing Date shall constitute and be treated as a “Closing Date” hereunder. Subject to compliance with At the applicable federal securities lawsInitial Closing and each Additional Closing, the Company shall issue and deliver to the Investors participating in such Closing the Shares and the Purchaser may mutually agree on Warrants, each registered in the name of such other date and time for any Additional Closing. Any and all Additional Closings shall be subject Investors, against payment to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii) the Equity Conditions (as defined in the Notes) and (iii) the Company’s compliance with the applicable rules Company 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 Closingspurchase price therefor.”

Additional Closings. Commencing after Subject to the Second Closing Date satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and except for Sections 6(b) and 7(b) below, the Initial Funding Company or any Buyer (as defined below)applicable, the Purchaser may, in its sole and absolute discretion, purchase the Securities on an Additional Closing Date by delivering to the Company a “Initiating Party”) may deliver one or more written notice stating notices (i) the date and time of the closing (the “Additional Closing Date”, and any such closingeach, an “Additional ClosingClosing Notice”, and the date of an applicable Additional Closing Notice, each an “Additional Closing Notice Date”), to the other party (the “Responding Party”), (A) requesting an Additional Closing of such aggregate principal amount of the Additional Notes to be purchased by such applicable Buyer as set forth in such Additional Closing Notice (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), and (iiB) setting forth the amount proposed Additional Closing Date. If a Responding Party fails to execute and return such Additional Closing Notice to the Initiating Party within five (5) Business Days of Securities to be subscribed by the Purchaser (the “receipt, such Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, 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”); provided that on each such date the VWAP of the Common Stock for each of the previous ten (10) consecutive Trading Days Closing Notice shall be above $0.20 and there is no existing Event of Defaultautomatically cancelled. For the avoidance of doubt, no Additional Closing shall occur hereunder unless both the Company and the Purchaser agree that the Purchaser each such applicable Buyer shall have no obligation duly executed and delivered an Additional Closing Notice with respect thereto. Notwithstanding anything herein to purchase the contrary, the parties’ right to effect any additional Securities except for remaining Additional Closing hereunder shall automatically terminate at 9:00 AM, New York City time on the thirty-six (36) month anniversary of the Initial Funding. Subject to compliance with Closing Date (the applicable federal securities laws, the Company and the Purchaser may mutually agree on such other date and time for any “Additional Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii) the Equity Conditions (as defined in the Notes) and (iii) 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 ClosingsClosing Expiration Date”).”

Additional Closings. Commencing after the Second Closing Date The Company may issue and except for sell additional Units to the Initial Funding (as defined below), Investor and/or one or more Additional Investors on the Purchaser may, terms and conditions of this Agreement; provided that the aggregate number of Units issued pursuant to this Agreement shall not exceed 60,000 Units. Each Additional Investor shall execute this Agreement in its sole the capacity of an Investor and absolute discretion, Exhibit A shall be supplemented to reflect the sale of such additional Units. The closing(s) of the purchase and sale of any additional Units to be acquired by the Securities on an Additional Closing Date by delivering to Investors from the Company a written notice stating (i) the date and time of the closing under this Agreement (the “Additional Closing(s)”) shall take place on such dates as agreed to by the Company and such Additional Investors but in no event later than May 24, 2021 (the “Final Closing Date”). Notwithstanding anything to the contrary contained herein, and any such closing, an “Additional Closing”), and (ii) the amount of Securities to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, 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”); provided 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, the Company and the Purchaser agree that the 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 Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 6.2, if, as of the Final Closing Date the aggregate number of Units sold hereunder (including the Units sold at the Initial Closing and Section 2.3any Units to be sold to Additional Investors on the Final Closing Date) is less than 35,000 on the Final Closing Date, an Additional Closing shall occur at which the Company shall issue and sell to the Initial Investor or its assignee(s), and the Initial Investor or its assignee(s) shall purchase from the Company, that number of Units equal to (iia) 35,000 minus (b) the Equity Conditions aggregate number of Units sold hereunder prior to the Final Closing Date (as defined including the Units sold at the Initial Closing and any Units to be sold to Additional Investors on the Final Closing Date) (such number of Units, the “Remaining Units”). At each Additional Closing each applicable Investor shall deliver to the Company the Purchase Price for such Investor’s Units by wire transfer of United States dollars in immediately available funds to the Notes) and (iii) account specified by the Company’s compliance with Company against delivery to the applicable rules undersigned at the Additional Closing of the Principal Trading Market pursuant to Section 4.18. The parties hereto shall use their commercially reasonable efforts to effectuate any Debentures and all Warrants included in such Additional ClosingsInvestor’s Units.”

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 Closing Date by delivering to the Company a written notice stating (i) the date and time of the closing (the “Additional Closing Date”, and any such closing, an “Additional Closing”), and (ii) the amount of Securities to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, shall not exceed $4,000,000 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”); provided 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, the Company and the Purchaser agree that the 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 Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii) the Equity Conditions (as defined in the Notes) and (iii) 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 Closings.”

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 Closing Date by delivering to the Company a written notice stating (i) The Corporation shall have the right to require: (i) each Other Purchaser to purchase from time to time an additional number of shares of Series B Preferred Stock in an amount equal to such Other Purchaser's Proportional Percentage of the Additional Share Number (the "Other Purchaser Additional Share Number"); and (ii) LPA Investment to purchase from time to time an additional number of shares of Series B Preferred Stock in an amount equal to the Additional Share Number less the Other Purchaser Additional Share Number. Each closing of the sale and purchase of shares of Series B Preferred Stock pursuant to this Section 2.2(a) is referred to herein as an "Additional Closing,"; together with the Initial Closings and each Additional Closing are referred to herein as the "Closings," (and each, a "Closing"), and the dates of the Closings are each referred to as a "Closing Date". (j) The holders of a majority of the outstanding Class A Common Shares may require the Corporation, at any time and from time to time prior to May 15, 2002, to exercise its rights under Section 2.2(a) above by delivery of a notice to such effect at least 10 business days before any proposed Additional Closing. (k) The Corporation shall consummate one or more Additional Closings from time to time such that, prior to May 15, 2002, after giving effect to all Closings, the Corporation shall have received gross proceeds in respect of the Series B Preferred Stock and New Warrants in an amount equal to $15 million. (l) Each of the Purchaser's and the Corporation's obligations pursuant to Section 2.2(a) above is subject to the following conditions: (i) At least 5 business days prior to any proposed Additional Closing, the Corporation shall provide written notice to the Purchasers of the Corporation's intent to hold an Additional Closing, such notice to include (a) the date and time of the closing proposed Additional Closing, and (b) the number of Additional Shares to be purchased by each Purchaser and sold by the Corporation at such Additional Closing (the “aggregate number of Additional Closing Date”Shares to be purchased and sold at such Additional Closing, the "Additional Share Number"). (ii) Subject to the terms and any conditions hereof, at each Additional Closing, the Corporation shall issue and deliver to each Purchaser one or more stock certificates representing the Additional Shares purchased by such closingPurchaser at such Additional Closing. (iii) As payment for the Additional Shares issued at such Additional Closing, each Purchaser shall deliver to the Corporation an amount equal to the number of Additional Shares received by such Purchaser multiplied by the Per Share Purchase Price. Such amount shall be delivered in immediately available funds to an account designated by the Corporation. (iv) The Additional Share Number shall not be less than (i) $1,000,000 divided by (ii) the Per Share Purchase Price. (m) The obligations of the Purchasers to purchase Additional Shares pursuant to Section 2.2(a) above shall terminate at the earlier of (i) such time as the Corporation shall have issued, at the Initial Closings and Additional Closings, an “Additional Closing”), aggregate number of shares of Series B Preferred Stock equal to the New Series B Preferred Stock Number for not less than the Per Share Purchase Price and (ii) such time as the sum of the (A) gross proceeds received by the Corporation pursuant to the Closings plus (B) the amount of Securities to be subscribed paid by the Purchaser X.X. Xxxxxx Partners (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate23A SBIC), including the Initial Funding, 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”); provided 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, the Company and the Purchaser agree that the 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 Closing. Any and all Additional Closings shall be subject LLC to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii) the Equity Conditions Lenders (as defined in the NotesCredit Agreement) pursuant to the Guarantee dated as of the date hereof, between X.X. Xxxxxx Partners (23A SBIC), LLC, and Bank of America, N.A., collectively equals $15,000,000. (n) In the event that the Corporation requests, pursuant to this Section 2.2, that the Purchasers purchase their respective Proportional Percentage of Additional Shares at any time and a Purchaser (a "Defaulting Purchaser") fails to purchase its respective Proportional Percentage of such shares at the applicable Additional Closing, in addition to any other rights that the Corporation may have at Law or equity, the Corporation may elect to exercise any or all of the following remedies, which shall be automatically effective, without consideration, upon delivery of a Default Notice: (i) the Defaulting Purchaser shall agree to vote all shares of Series B Preferred Stock and all shares of Common Stock held by such Defaulting Purchaser in the same proportion as the other holders of Series B Preferred Stock and Common Stock, respectively, vote such shares and hereby grants an irrevocable proxy to the Corporation to vote such shares in such manner at any meeting of stockholders or by any action by written consent of stockholders, subject to delivery of such Default Notice (it being understood that such irrevocable proxy is coupled with an interest); (ii) the Defaulting Purchaser shall forfeit all New Warrants held by such Defaulting Purchaser and/or the shares of Class A Common Stock issued upon the exercise thereof; (iii) the Company’s compliance with the applicable rules Defaulting Purchaser shall forfeit all shares of Class A Common Stock issued or issuable upon conversion of the Principal Trading Market pursuant Series B Preferred Stock to the extent that such shares have been issued as a result of the anti-dilution provisions set forth in Section 4.18. The parties hereto 6(d) of the Certificate of Designations; (iv) the Defaulting Purchaser, at the election of the Corporation, as indicated in the Default Notice, either (A) shall use their commercially reasonable efforts forfeit all shares of Common Stock issued or issuable upon conversion of shares of Series B Preferred Stock held or previously held by such Purchaser or (B) shall convert all shares of Series B Preferred Stock held by such Defaulting Purchaser into shares of Class A Common Stock; and/or (v) the Defaulting Purchaser shall forfeit the right to effectuate receive any and all Additional Closings.”amounts in respect of each share of Series B Preferred Stock held by such Defaulting Purchaser on the occurrence of a Liquidity Event (as defined in the Certificate of Designations)

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 Closing Date by delivering to the Company a written notice stating (i) Upon the date terms and time of the closing (the “Additional Closing Date”, and any such closing, an “Additional Closing”), and (ii) the amount of Securities to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, 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”); provided 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, the Company and the Purchaser agree that the 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 Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth herein, thirty (30) calendar days following the Initial Closing Date, upon satisfaction of the applicable deliveries and closing conditions set forth in this Section 2.1 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to 50% of the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the first Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 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. (ii) Upon the Equity Conditions terms and subject to the conditions set forth herein, sixty (as defined 60) calendar days following the Initial Closing Date, upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the NotesCompany agrees to sell, and the Purchaser agrees to purchase, an additional two hundred ninety three (293) and (iii) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to 50% of the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the first Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s compliance with Subscription Amount as set forth on the applicable rules signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Principal Trading Market Preferred Stock purchased and the Warrant, as determined pursuant to Section 4.182.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. The 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 hereto shall use their commercially reasonable efforts to effectuate any and all Additional Closingsmutually agree.”

Additional Closings. Commencing Each Additional Closing shall occur at such time and date and for such amounts of Purchase Securities as specified by the Company in writing to the Purchaser at least fifteen (15) Business Days in advance thereof (an “Additional Closing Notice”). The aggregate purchase price of the Purchase Securities to be purchased at each Additional Closing shall be not less than $20,000,000, and no Additional Closing shall occur later than the date that is 270 days after (and excluding) the Second Initial 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 Closing Date by delivering to the Company a written notice stating (i) the date and time of the closing (the “Additional Closing Date”, and any such closing, an “Additional Closing”), and (ii) the amount of Securities to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, 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 FundingDeadline”); provided provided, however, 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, the Company and the Purchaser agree that the Purchaser shall have no obligation not be entitled 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 deliver an Additional Closing Notice for any amount that, after consummation of an Additional ClosingClosing of such Amount, there would be less than $20,000,000 aggregate amount of remaining Additional Closing Purchase Securities remaining. Any Notwithstanding the Company’s right to determine the time, place and all date of each Additional Closings shall be Closing (subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 herein), the full amount of Additional Closing Purchase Securities shall be sold and Section 2.3, (ii) purchased prior to the Equity Conditions (as defined in Additional Closing Deadline and the Notes) and (iii) the Company’s compliance with the applicable rules of the Principal Trading Market pursuant to Section 4.18. The parties hereto Parties shall use their take commercially reasonable efforts to effectuate any ensure that all covenants and all conditions thereto are timely satisfied. In the event the full amount of Additional ClosingsClosing Purchase Securities have not been sold and purchased prior to the date that is fifteen (15) Business Days prior to the Additional Closing Deadline, then a final Additional Closing Notice shall be deemed to be delivered on such date providing for a final Additional Closing on the Additional Closing Deadline of the full amount of Additional Closing Purchase Securities remaining, subject to the conditions set forth herein.”

Additional Closings. Commencing after Subject to the Initial Investors' right of first refusal set forth in Section 1.2(e), the Company may offer and sell up to the balance of the authorized number of shares of Series 4-A Preferred Stock not sold at the First Closing and the Second Closing Date and except for (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 Funding Investors, which consent shall not be 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 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 Investor under, this Agreement (except with respect to Sections 1.2(b) and (c) above), the Stockholders Agreement (as defined below) and the Registration Rights Agreement (as defined below), the Purchaser may, in its sole and absolute discretion, purchase the Securities on an all schedules and exhibits hereto and thereto shall automatically be updated to reflect such Additional Closing Date by delivering to the Company Investor as a written notice stating (i) the date party hereto and time of the closing (the “Additional Closing Date”thereto, and any the shares sold to such closing, an “Additional Closing”), and (ii) the amount of Securities to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, Investors 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”); provided 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, the Company and the Purchaser agree that the 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 Closing. Any and all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions preemptive rights set forth in this Section 2.1 Article X of the Certificate of Designation. The closing of the purchase and Section 2.3sale of three-fourths (3/4's) of the aggregate amount of the Series 4-A Preferred Stock to be sold to such Additional Investors shall be consummated not later than the date falling sixty (60) days after the First Closing, and the closing of the purchase and sale of the remaining one-fourth (ii1/4) of such Series 4-A Preferred Stock shall be consummated on the Equity Conditions date of the Second Closing (collectively, the "Additional Closings"). At the Additional Closings, if any, the Company shall deliver to each Additional Investor a certificate representing the Series 4-A Preferred Stock that such Additional Investor is purchasing against payment of the purchase price therefor by certified check, wire transfer or any combination thereof. The Additional Closings shall take place at the offices of Xxxxxxxx & Xxxxxxxx, 21st Floor, Entertainment Building, 00 Xxxxx'x Xxxx Xxxxxxx, Xxxx Xxxx at or before 3 p.m. Hong Kong time on the dates specified above (each such time and place, together with the First Closing and the Second Closing and any First Refusal Closing (as defined in the Notes) and (iii) 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 Closingsbelow), are designated as a "Closing").”

Additional Closings. Commencing after (a) At any time and from time to time during the Second period beginning on the Initial Closing Date and except for the Initial Funding (as defined below)ending on October 31, 2014, the Purchaser may, in its sole and absolute discretion, purchase the Securities on an Additional Closing Date by delivering to the Company may deliver a written notice stating to the Investors requesting that the Investors purchase additional shares of the Series A-1 Preferred Stock on the terms and conditions set forth in this Section 2.4 (the “Conditional Put Notice”), provided, that, with respect to each Conditional Put Notice, (i) the purchase price (the “Draw Amount”) specified therein (x) is in whole increments of $1,000,000 and (y) does not exceed the difference of $25,000,000 minus the total purchase price previously paid by the Investors pursuant to this Section 2.4, and (ii) the proceeds from the sale and issuance of such shares shall only be used to fund the consideration and related transaction expenses reasonably incurred by the Company for an Approved Acquisition. The Conditional Put Notice shall specify the following: (a) the Draw Amount; (b) the date and time on which such purchase shall close (not to be less than 15 or more than 30 days from the date of the closing such notice) (the “Additional Closing Date”); (c) the proposed use of proceeds of such purchase, and any such closing, an “Additional Closing”), including a flow of funds memorandum; and (iid) a reasonably detailed description, together with copies of all relevant Transaction Documents (if in draft form on the amount date of Securities such notice, then the most current drafts thereof) for the proposed acquisition to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, funded from such purchase. The Company shall not exceed $4,000,000 and (ii) the Purchaser shall purchase provide (x) $500,000 in Additional Subscription Amount immediately following such additional information as the execution of Investors may request with respect to the First Amendment Conditional Put Notice or any information set forth therein, and (y) $500,000 in Additional Subscription Amount no later than September 5the case of clauses (c) and (d), 2023 (if those items are in draft form on the date of such total amount of $1,000,000notice, the most current draft thereof then available, and updated drafts as they become available to the Company. (b) Within fifteen (15) days after receipt of the Conditional Put Notice, the Investors shall either accept or reject such Conditional Put Notice by delivering written notice to the Company of their determination in their sole discretion (“Initial FundingInvestor Response Notice”); provided that on each such date . If the VWAP Investor Response Notice states the Investors’ rejection of the Common Stock for each of Conditional Put Notice, then 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, the Company and the Purchaser agree that the Purchaser Investors shall have no obligation to purchase any additional Securities except for the Initial Funding. Subject to compliance with the applicable federal securities lawsshares of Series A-1 Preferred Stock pursuant thereto, and the Company and shall not be entitled to submit another Conditional Put Notice sooner than thirty (30) days from receipt of the Purchaser may mutually agree Investor Response Notice, without the Investors’ prior written approval. If the Investor Response Notice states the Investors’ acceptance of the Conditional Put Notice, then, an Additional Closing shall take place at the offices of Investor Counsel, 1251 Avenue of the Axxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York Time), on such other date and time for any the Additional Closing. Any and Closing Date, provided that all Additional Closings shall be subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 Sections 5.3 and Section 2.35.4 have then been satisfied or waived in accordance with the terms thereof, or at such other location and on such other date as the Company and the Investors shall mutually agree. At the Additional Closing, the Investors shall purchase, severally not jointly (iiin such allocation among them as they may determine in their sole discretion), a number of shares of Series A-1 Preferred Stock equal to the quotient of the Draw Amount divided by the Initial Stated Value (the “Additional Series A-1 Preferred Stock”), and the Company shall issue to the Investors certificates evidencing the shares of Additional Series A-1 Preferred Stock to be issued and sold to each of the Investors, and the Investors shall pay to the Company, severally and not jointly (in such allocation among them as they may determine in their sole discretion), the aggregate Draw Amount. In addition, at the Additional Closing, the Company shall also issue to the Investors (pro rata among them based on the allocation determined by them for such Additional Closing) certificates evidencing an aggregate number of shares of Series A-2 Preferred Stock (the Equity Conditions “Additional Series A-2 Preferred Stock” and together with the Additional Series A-1 Preferred Stock, the “Additional Securities”) that are then convertible (based on the then current Series A-2 Conversion Ratio, as that term is defined in the NotesSeries A Certificate of Designation) and into a number of shares of Common Stock equal to the product of (iiix) 1.36% of the Fully Diluted Amount, multiplied by (y) the Company’s compliance with the applicable rules quotient 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 ClosingsDraw Amount divided by $1,000,000.”