Common use of Additional Closings Clause in Contracts

Additional Closings. Additional sales of up to the maximum number of Shares authorized in this offering and not sold in the Initial Closing or the Initial Cash Closing may be made by the Company to Additional Purchasers at one or more closings (each, an “Additional Closing”), up to ninety (90) days after the Initial Closing Date. Each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closings” and the date of each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closing Dates.” At each Additional Closing, (a) each Additional Purchaser purchasing Shares at such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall become a “Purchaser” hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing 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, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the Company.

Additional Closings. Additional sales of up Subject to the maximum number of Shares authorized in this offering terms and not sold in conditions set forth herein, from and after the Initial Second A&R Date until the Maximum Amount is committed and funded, at any subsequent Closing or the Initial Cash Closing may be made by the Company to Additional Purchasers at one or more closings (each, an each a “Additional Subsequent Closing”), up Issuers may sell additional Notes to ninety (90i) days after Purchasers already party to this Agreement (at the Initial Closing Datetime determined, the “Existing Purchasers”), and/or (ii) new Purchasers (the “New Purchasers”), in exchange in each case for Consideration paid by such Purchasers consisting of new cash proceeds funded into the FF Disbursement Account. Each Additional Closing, the Initial Closing, Subsequent Closing shall be held at such place and the Initial Cash Closing are collectively referred to time as the “Closings” determined by Issuer Representative and the date such Purchasers by electronic means of each Additional Closing, the Initial Closing, document execution and the Initial Cash Closing are collectively referred to as the “Closing Dates.” delivery. At each Additional Subsequent Closing, (ai) each Additional Purchaser purchasing Shares at such Additional Closing New Purchasers shall execute and deliver a copy counterpart of this AgreementAgreement to purchase Notes, (ii) each such Existing Purchaser and/or New Purchaser shall deliver its portion of the Consideration by wire transfer to the FF Disbursement Account, or to such account(s) as designated by Issuer Representative, (iii) Issuer Representative shall deliver to each such Purchaser a Note in the amount equal to the amount of its Consideration; provided that after the Second A&R Date, a First Out Note may only be issued to the BL FF First Out Purchasers or, subject to Section 2.1.1(d), the FF Ventures First Out Purchasers and (iv) Issuer Representative shall supplement the Schedule of Purchasers, by adding such New Purchasers and to reflect any additional purchases by Existing Purchasers, and upon acceptance by reflecting whether the Company of Note being issued is a First Out Note or a Last Out Note. On any Subsequent Closing Date, such subscription such Additional Purchaser New Purchaser, to the extent not already a Purchaser, shall become be a “Purchaser” hereunderhereunder and a party hereto, entitled to the rights and benefits, and subject to the duties, representations and warranties of a Purchaser under this Agreement. Notes sold at Subsequent Closings occurring after the Second A&R Date shall only be funded with new cash proceeds and the date of issuance of the Notes shall be the date of such Subsequent Closing. Notes issued to Purchasers at a Subsequent Closing occurring after the Second A&R Date for Consideration consisting of new cash proceeds shall constitute either (bi) Last Out Obligations (or any more junior priority as agreed by such Purchaser), which shall be subordinated in payment and priority to the Company First Out Obligations in accordance with the terms hereunder or (ii) solely with respect to First Out Notes issued to BL FF First Out Purchasers or FF Ventures First Out Purchasers, First Out Obligations subject to Section 2.1.1(d). Notwithstanding anything to the contrary set forth herein or in any other Note Document, the only conditions that shall issue and deliver be required to each Additional Purchaser who purchases Shares at such Additional Closing a certificate be satisfied for the number effectiveness of Shares being purchased at any Subsequent Closing after the Second A&R Date (and any fundings of Notes that shall occur in connection therewith) shall be those conditions agreed to by the Issuer Representative and the Purchasers that are purchasing Notes in connection with such Additional Closing by such Additional Subsequent Closing. The Obligors and the Purchasers of new Notes may, without the consent of any other Purchaser, registered effect such amendments to any Note Documents as may be necessary or appropriate, in the name of such Additional Purchaser, against payment to the Company opinion of the Purchase Price for Issuer Representative and such Purchaser and, solely with respect to new First Out Notes, with the number of Shares being purchased by such Additional Purchaser, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each consent of the Ancillary Agreements (as defined in Majority Purchasers, to effect the provisions of this Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”2.1.1(c). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the Company.

Additional Closings. Each Additional sales Closing shall occur at such time and date and for such amounts of up Purchase Securities as specified by the Company in writing to the maximum number Purchaser at least fifteen (15) Business Days in advance thereof (an “Additional Closing Notice”). The aggregate purchase price of Shares authorized in this offering the Purchase Securities to be purchased at each Additional Closing shall be not less than $20,000,000, and not sold in no Additional Closing shall occur later than the date that is 270 days after (and excluding) the Initial Closing or Date (the Initial Cash “Additional Closing may be made by Deadline”); provided, however, that the Company shall not be entitled to deliver an Additional Purchasers at one or more closings (eachClosing Notice for any amount that, after consummation of an “Additional Closing”)Closing of such Amount, up there would be less than $20,000,000 aggregate amount of remaining Additional Closing Purchase Securities remaining. Notwithstanding the Company’s right to ninety (90) days after determine the Initial Closing Date. Each Additional Closingtime, the Initial Closing, place and the Initial Cash Closing are collectively referred to as the “Closings” and the date of each Additional ClosingClosing (subject to the conditions set forth herein), the Initial Closing, full amount of Additional Closing Purchase Securities shall be sold and purchased prior to the Additional Closing Deadline and the Initial Cash Closing Parties shall take commercially reasonable efforts to ensure that all covenants and conditions thereto are collectively referred to as the “Closing Dates.” At each Additional Closing, (a) each Additional Purchaser purchasing Shares at such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall become a “Purchaser” hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing 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, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Companytimely satisfied. In the event the full amount of Additional Closing Purchase Securities have not been sold and purchased prior to the date that payment by a Purchaser is made, in whole or in part, by cancellation of indebtednessfifteen (15) Business Days prior to the Additional Closing Deadline, then a final Additional Closing Notice shall be deemed to be delivered on such Purchaser shall surrender 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 Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the Companyconditions set forth herein.

Additional Closings. From time to time until the First Anniversary, the Company agrees to sell and each Purchaser, severally and not jointly, agrees to purchase, subject to the satisfaction or waiver of the conditions set forth in Sections 2.3(c) and (d) of this Agreement (other than those conditions that by their nature are to be satisfied at such Additional sales Closing, but subject to satisfaction or waiver thereof), such Purchaser’s share of additional Subordinated Notes (each such purchase, an “Additional Purchase”) up to an aggregate principal amount of $100,000,000 in one or more tranches of principal amounts not less than $25,000,000 each and in the maximum number of Shares authorized in this offering and not sold in same proportion as such Purchaser purchased the Subordinated Notes pursuant to the Initial Closing or the Initial Cash Closing may be made by the Company to (such amount, such Purchaser’s “Additional Purchasers Principal Amount”) at one or more closings (each, each an “Additional Closing”)” and, up to ninety (90) days after the Initial Closing Date. Each Additional Closing, together with the Initial Closing, each a “Closing”) to take place at 10:00 a.m. (Eastern time) on the date specified in the applicable Purchase Notice (as defined below). The date on which an Additional Closing occurs is referred to herein as an “Additional Closing Date.” The Company shall make an election with respect to an Additional Purchase by written notice to the Purchasers (each, a “Purchase Notice”). Each Purchase Notice shall specify the amount of Subordinated Notes to be purchased and the Initial Cash Additional Closing are collectively referred Date for such Additional Purchase. The Additional Closing Date related to as the “Closings” Additional Purchase set forth in a Purchase Notice shall be not less than five Business Days and not more than 20 Business Days after the date of each Additional Closing, the Initial Closingsuch Purchase Notice, and in no event shall any Additional Closing Date be after the Initial Cash Closing are collectively referred to as First Anniversary. The Company and each Purchaser shall deliver the “Closing Dates.” At each Additional Closing, (aother items set forth in Section 2.2(b) each Additional Purchaser purchasing Shares deliverable at such Additional Closing. Each Additional Closing shall execute and deliver a copy occur at the offices of this Agreement, and upon acceptance by Company Counsel or such other location as the Company of such subscription such Additional Purchaser parties shall become a “Purchaser” hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing 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, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the Companymutually agree.

Additional Closings. Additional sales of up At any time after the Initial Closing, to the maximum number of Shares authorized in extent that (i) Buyers already party to this offering and not sold in Agreement (at the Initial Closing or time determined, the Initial Cash Closing may be made by “Existing Buyers”) and/or (ii) additional Buyers reasonably acceptable to the Company (each, an “Additional Buyer”), agree by execution of a Buyer Signature Page to Additional Purchasers purchase Notes, the principal amount of which shall be set forth on each such Buyer’s Buyer Signature Page, the Company may, at its option and in its sole discretion, hold one or more closings additional Closings with respect to the purchase of such Notes (each, an “Additional Closing”), up to ninety (90) days after the Initial Closing Date. Each Additional Closing shall occur on such date as shall be mutually acceptable to the Company and the Buyers participating in such Additional Closing; provided, however, that all Additional Closings shall be held on or before July 31, 2012. At an Additional Closing, the Company shall sell to each Buyer participating in the Additional Closing, and each such Buyer, severally and not jointly, shall purchase from the Company, Note(s) with a principal amount equal to the amount set forth on such Buyer’s Buyer Signature Page. The terms of the transactions consummated at each Additional Closing shall be identical to the terms consummated at the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closings” and except for the date of each the issuance of the Notes. In connection with any Additional Closing, the Initial ClosingCompany shall amend the Schedule of Buyers (without any action from any Buyer) to reflect any additional purchase by Existing Buyers, and to add any Additional Buyers and to reflect the Initial Cash applicable dates of Closing are collectively referred of such purchases. Subject to as and upon the “Closing Dates.” At each completion of an Additional Closing, (a) each the Additional Purchaser purchasing Shares at Buyers with respect to such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall will become a “Purchaser” hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing a certificate for the number of Shares being purchased at such Additional Closing Buyer under this Agreement without any action 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, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the CompanyExisting Buyer.

Additional Closings. Additional sales of up to the maximum number of Shares authorized in this offering and not sold in Following the Initial Closing or the Initial Cash Closing may be made by Closing, the Company to Additional may sell Notes, and the Purchasers may purchase Notes, at one or more two additional closings of $10,000,000 aggregate principal amount of Notes at each such additional closing (each, each an “Additional Closing”)” and together, up to ninety (90) days after the Initial Closing Date. Each “Additional Closing, Closings,” and together with the Initial Closing, the BMS Closing, and the Initial Cash Closing are collectively referred to any Optional Closings (as defined below), the “Closings,” and each, a “Closing”) remotely via the exchange of documents and signatures on such dates occurring on or before December 31, 2022, as the Company, following approval by the Board of Directors to move forward with such Additional Closing, shall request in a written notice (the ‘‘Company Closing Notice”) to be delivered to the Purchasers at least ten (10) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since the date of each Additional Closing, the Initial Closing, last Closing and (ii) there has been no material deviation from the Initial Cash Closing are collectively referred to as Operating Plan (the “Requisite Closing Dates.” Notice”). The Additional Closing shall take place at the date and time specified in the Company Closing Notice. At each Additional Closing, each Purchaser shall purchase a Note, in the aggregate principal amount set forth opposite its name on the Schedule of Purchasers in the column titled “Additional Closing 1 Notes (a) each $)” or “Additional Closing 2 Notes ($)”, as applicable, being issued to such Purchaser purchasing Shares at as such Additional Closing shall execute and deliver a copy Closing; provided that the aggregate principal amount of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall become a “Purchaser” hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing 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 all of the Purchase Price for Notes issued at the number of Shares being purchased by such Initial Closing, any Additional PurchaserClosings, the BMS Closing and (c) any Optional Closings shall not exceed the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the CompanyAggregate Committed Note Amount.

Additional Closings. Additional sales of up Upon the terms and subject to the maximum number satisfaction or waiver of Shares authorized in this offering and not sold in the Initial Closing or the Initial Cash Closing may be made by conditions set forth herein, the Company agrees to sell and each Purchaser agrees to purchase (i) an Additional Purchasers at Debenture with a principal amount equal to the amount set forth below such Purchaser’s name on the signature pages hereof and (ii) Additional Warrants. The closing of the purchase and sale of the Additional Securities may occur in one or more closings (each, each an “Additional Closing”), up ) to ninety (90) days occur no later than six months after the Initial date of this Agreement (each closing date an “Additional Closing Date. Each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closings” and the date last Additional Closing Date a “Final Closing Date”) on which (A) this Agreement is executed and delivered by all of each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closing Dates.” At each Additional Closingparties hereto, (aB) each Additional Purchaser purchasing Shares at such Additional of the conditions to Closing shall execute and deliver a copy of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall become a “Purchaser” hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered described in the name of such Additional Purchaser, against payment to the Company Section 2 of the Purchase Price for Agreement has been satisfied or waived as specified therein, and (C) payment of each Purchaser’s Subscription Amount payable with respect to the number of Shares Additional Debenture and Additional Warrants being purchased by such Purchaser at the Additional Purchaser, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid Closing has been made by wire transfer of immediately available funds. At each Additional Closing, cancellation of indebtedness or other method acceptable the Company shall deliver to each Purchaser duly executed instruments representing the Company. In Additional Debenture and Additional Warrants in the event that payment amounts purchased by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to at the Company for cancellation at such respective Additional Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release a closing certificate in the form and substance acceptable to the Companyattached hereto as Exhibit C (“Additional Closing Certificate”).

Additional Closings. Additional sales of up to the maximum number of Shares authorized in this offering and not sold in the Initial Closing or the Initial Cash Closing may be made by the Company to Additional Purchasers at one or more closings (each, an “"Additional Closing”"), up to ninety (90) days after the Initial Closing Date. Each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “"Closings” " and the date of each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “"Closing Dates.” " At each Additional Closing, (a) each Additional Purchaser purchasing Shares at such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall become a “"Purchaser” " hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing 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, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “"Revised Exhibits”"). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the Company.

Additional Closings. Additional sales of up to the maximum number of Shares authorized in this offering and not sold in After the Initial Closing or the Initial Cash Closing may be made by Closing, the Company may sell, from time to time pursuant to this Agreement, additional Units (the “Additional Purchasers at Units”), to one or more closings of the Initial Buyers and one or more additional purchasers (each, each an “Additional Buyer”); provided that each Additional Buyer shall become a party to the Transaction Documents (as defined below) by executing and delivering a counterpart signature page to each of the Transaction Documents. At each such subsequent purchase and sale of Units (if any) (each an “Additional Closing”), up subject to ninety the satisfaction (90or waiver) days after of the Initial Closing Date. Each conditions set forth in Sections 5 and 6 below that are applicable to such Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closings” and the date of each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closing Dates.” At each Additional Closing, (a) each Additional Purchaser purchasing Shares at such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall become a “Purchaser” hereunder, (b) the Company shall issue and deliver sell to each Additional Purchaser who purchases Shares any Initial Buyer purchasing Units at such Additional Closing a certificate for and any Additional Buyer, and any such Initial Buyer and any Additional Buyer shall purchase from the Company that number of Units as mutually agreed to by the Company and such Initial Buyer or Additional Buyer. Upon any such purchase and sale at an Additional Closing, the Company shall update Schedule 1 to reflect the number of Shares being additional Units purchased at each such Additional Closing by and any Additional Buyer. Each of the Initial Closing and any Additional Closing(s) are sometimes referred to herein individually as a Closing. The date on which any Additional Closing actually occurs shall be referred to as an “Additional Closing Date” with respect to such Additional Purchaser, registered in the name of such Closing. The Initial Closing Date and each Additional Purchaser, against payment Closing Date are sometimes referred to herein individually as a “Closing Date,” which term shall refer to the Company applicable Initial Closing or Additional Closing. For the avoidance of the Purchase Price for the number of Shares being purchased by such Additional Purchaserdoubt, and (c) nothing herein shall be deemed to restrain or prohibit the Company shall cause Exhibit A hereto and Exhibit A from offering or selling securities pursuant to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness other contracts or other method acceptable to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the Companyagreements.

Additional Closings. Additional sales of up to the maximum number of Shares authorized in this offering Notes and Warrants not sold in at the Initial Closing or the Initial Cash Closing may be made by the Company to the Additional Purchasers Purchasers, if any, at one or more closings (each, an “"Additional Closing”"), up to ninety (90) days after until October 1, 2005, unless extended upon agreement of the Initial Closing DateCompany and the Purchasers. Each Additional Closing, the Initial Closing, Closing and the Initial Cash Closing are collectively referred to as the “"Closings” " and the date of each Additional Closing, the Initial Closing, Closing and the Initial Cash Closing are collectively referred to as the “"Closing Dates.” " At each Additional Closing, (ai) each Additional Purchaser purchasing Shares Notes and Warrants at such Additional Closing shall execute and deliver a copy of this AgreementFinancing Signature Page, and upon acceptance by the Company of such subscription Financing Signature Page, such Additional Purchaser shall become a “"Purchaser” " hereunder, (bii) the Company shall issue and deliver to each Additional Purchaser who purchases Shares a Note and Warrant at such Additional Closing a certificate for certificates representing the number principal amount of Shares the Notes and Warrants being purchased and at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, Purchaser against payment to the Company of an amount equal to the Purchase Price principal amount for the number of Shares Note being purchased by such Additional Purchaser, and (ciii) the Company shall cause Exhibit EXHIBIT A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “"Revised Exhibits”Exhibit"). The Purchase Price shall be paid directly to the Company, by wire transfer of immediately available funds. The Company shall deliver the Revised Exhibit to each Purchaser, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by within a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the Companyreasonable time period following each Additional Closing.

Additional Closings. Additional sales of up to the maximum number of Shares authorized in this offering and not sold in Within 60 days following the Initial Closing, the Company may offer Additional Closing or the Initial Cash Closing Securities to any other Persons as may be made approved by the Company (the “Other Investors”). Any Other Investor who commits to purchase Additional Closing Securities shall execute an Additional Purchaser signature page to this Agreement, in substantially the form attached hereto as Exhibit E, and shall thereafter be bound to this Agreement as an Additional Purchaser, and Annex II attached hereto shall be updated to include the principal amount of Additional Closing Securities that each Additional Purchaser has committed to purchasing. The purchase and sale of the Additional Closing Securities to the Additional Purchasers shall take place at one or more closings (eacheach an “Additional Closing” and, together with the Initial Closing, the “Closings”) to be held on the date and at such location as the Company and the Purchasers of a majority in principal amount of the Additional Notes to be issued at such Additional Closing shall mutually agree (the date of each such Additional Closing, an “Additional ClosingClosing Date”), up to ninety (90) days after the Initial Closing Date. Each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closings” and the date of At each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred Company shall deliver to as the “Closing Dates.” At each Additional Closing, (a) each Additional Purchaser purchasing Shares Additional Closing Securities at such Additional Closing, an Additional Note and Additional Warrant, each registered in such name or names as each such Additional Purchaser may designate. On each Additional Closing Date, each Additional Purchaser purchasing Additional Closing Securities at such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance pay to the Company an amount equal to the purchase price set forth opposite such Additional Purchaser’s name on Annex II with respect to such Additional Closing (payable by wire transfer in same day funds to an account specified by the Company of such subscription such Additional Purchaser shall become a “Purchaser” hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing 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, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”writing). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the Company.

Additional Closings. Additional sales of up On the terms and subject to the maximum number satisfaction or waiver of Shares authorized the conditions to any Additional Closing set forth in this offering Agreement, each closing of the issuance, sale and not sold in purchase of the Initial Delayed Draw Shares and, if any, the Top Up Shares to be issued at such Additional Closing or the Initial Cash Closing may be made by the Company to Additional Purchasers at one or more closings (each, an “Additional Closing” and, collectively, the “Additional Closings”) shall take place remotely via the exchange of final documents and signature pages, on the later of (i) the third (3rd) Business Day after all of the applicable conditions set forth in Article V have been satisfied or waived (other than those conditions that by their nature are to be satisfied at such Additional Closing, but subject to the satisfaction or waiver of those conditions at such time) and (ii) the tenth (10th) Business Day after which the Company provides written notice to the Purchaser that the Company is exercising its option to sell Delayed Draw Shares pursuant to Section 1.1(c) and the number of Delayed Draw Shares the Company intends to sell in such Additional Closing (such written notice an “Exercise Notice”), up to ninety (90) days after or such other time and place as the Initial Company and the Purchaser may agree. An “Additional Closing Date” means each such date on which an Additional Closing is to occur. Each Exercise Notices in respect of an Additional Closing may only be delivered by the Company to the Purchaser on or prior to the Exercise Expiration Date and may not be revoked without the written consent of the Purchaser. At an Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closings” and the date of each Additional Closing, the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closing Dates.” At each Additional Closing, (a) each Additional Purchaser purchasing Shares at such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance receipt by the Company of such subscription such Additional Purchaser shall become a “Purchaser” hereunder, (b) payment of the Company shall issue and deliver full purchase price to each Additional Purchaser who purchases Shares be paid at such the Additional Closing a certificate for the number of Shares being purchased at such Additional Closing therefor by such Additional Purchaser, registered in the name or on behalf of such Additional Purchaser, against payment Purchaser to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid by wire transfer of immediately available fundsfunds to an account designated in writing by the Company, cancellation of indebtedness or other method acceptable the Company will deliver to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender evidence reasonably satisfactory to the Company for cancellation at Purchaser of the issuance of the Delayed Draw Shares and, if any, the Top Up Shares, to be issued in connection with such Additional Closing any evidence in the name of such indebtedness or shall execute an instrument the Purchaser in book entry form on the books of cancellation, settlement and release in form and substance acceptable to the Company’s transfer agent.

Additional Closings. Additional sales of up to The Company shall have the maximum number of Shares authorized in this offering and not sold in the Initial Closing or the Initial Cash Closing may be made by the Company to Additional Purchasers at right, on one or more occasions, to hold additional closings (each, an “Additional Closing”), up to ninety (90) days after the Initial Closing Date. Each Additional Closing, and collectively with the Initial Closing, and the Initial Cash Closing are collectively referred to as the “Closings” ”, and individually, a “Closing”), pursuant to which it shall have the date of right to issue and sell additional Notes and Warrants to additional Investors or existing Investors and to exchange Existing Notes and Warrants (provided that no Additional Closings shall take place later than January 31, 2011). At each Additional Closing, the Initial ClosingCompany shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for such Note, and a Warrant to purchase a number of shares of Common Stock corresponding to fifty percent (50%) of the Initial Cash Closing are collectively referred number of shares of Common Stock issuable upon conversion of such Note, against receipt of a check subject to as collection or a wire transfer in immediately available funds of the “Closing Dates.” purchase price, to an account designated by the Company. At each Additional Closing, (a) each Additional Purchaser purchasing Shares at such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall become a “Purchaser” hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares Investor exchanging Securities for Existing Notes and Existing Warrants at such Additional Closing closing a certificate for Note in the face amount corresponding to the principal amount plus accrued and unpaid interest with respect to such Existing Notes, and a Warrant to purchase a number of shares of Common Stock corresponding to fifty percent (50%) of the number of Shares being purchased shares of Common Stock issuable upon conversion of such new Note, against receipt of the certificate(s) representing the Existing Notes and Existing Warrants subject to such Exchange. By receiving Securities at such an Additional Closing by such Additional PurchaserClosing, registered each Investor so receiving Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the name date of such Additional PurchaserClosing. The aggregate 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, against payment which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes and Warrants to be delivered at a Closing is, unless waived by such Investor, subject to the Company 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 Purchase Price for Company to sell and issue Notes and Warrants to be delivered at a Closing is, unless waived by the number of Shares being purchased by such Additional PurchaserCompany, subject to the condition that the relevant Investor’s representations and (c) the Company shall cause Exhibit A hereto warranties contained in Section 3 are true, complete and Exhibit A to each correct on and as of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the CompanyDate.