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 (a) At any time and from time to time following the Second Closing Date and except for Date, but on or prior to one hundred eighty (180) calendar days following the Initial Funding (as defined below)Second Closing Date, the Purchaser may, in its sole and absolute discretion, purchase the Securities on Company may sell up to an Additional Closing Date by delivering additional 500,000 Series B-2 Shares (such shares being referred to the Company a written notice stating (i) the date and time of the closing (as the “Additional Closing DateShares”, and any ) to such closingPersons (individually, an “Additional ClosingPurchaser,” and collectively, the “Additional Purchasers”), on the same terms and at the same purchase price per share as under the Second Closing (iii.e., Five Dollars ($5.00) 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”per Series B-2 Share); provided that on each such date the VWAP a majority in interest of the Common then holders of Series B Preferred Stock for each so approve of the previous ten (10) consecutive Trading Days shall be above $0.20 and there is no existing Event sale of Defaultany Additional Shares in their sole discretion. For the avoidance of doubt, the Company and the Purchaser agree that the Purchaser no Warrants shall have no obligation be issued 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 Additional Purchasers in any Additional Closing. Any and all Additional Closings All such sales shall be made subject to the satisfaction (or express waiver by the Purchaser) of (i) the terms and conditions set forth in this Section 2.1 Agreement, and Section 2.3in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates in definitive form, registered in the name of such Additional Purchaser, representing the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the Company. (iib) In connection with the Equity Conditions sale of Additional Shares to Additional Purchasers, each such Additional Purchaser shall execute and deliver a counterpart signature page to this Agreement and a completed Schedule 1 for such Additional Purchaser which shall indicate that such Additional Purchaser is then only purchasing Series B-2 Shares. In addition, each such Additional Purchaser shall execute a form of joinder to each of the other Transaction Documents (as such term is defined in Section 6.19 hereof). Following each such Additional Closing, the Notes) Company shall provide to any Purchaser who requests it an updated copy of Schedule 1. Upon the sale of Additional Shares, any Additional Purchaser shall be deemed a “Purchaser” for all purposes hereunder, and (iii) the Company’s compliance with the applicable rules of the Principal Trading Market pursuant to Section 4.18. The parties hereto such additional shares shall use their commercially reasonable efforts to effectuate any and be deemed “Series B-2 Shares” for all Additional Closingspurposes hereunder.”

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 (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 A▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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.”

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 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 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 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 Morrison & Foerster, 21st Floor, Entertainment Building, 30 Queen's Road ▇▇▇▇▇▇▇, H▇▇▇ ▇▇▇▇ at or before 3 p.m. Hong Kong time on ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇ ▇uch 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 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 ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, 21st Floor, Entertainment Building, ▇▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ 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 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 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 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 Company shall have the date option, upon certain conditions being met, upon five (5) Business Days’ notice, to cause the Company to issue, and time the Buyers severally, but not jointly with any other Buyer, to purchase, up to an additional $26,500,000 aggregate principal amount of Notes, in multiple increments of no more than $2,944,444.44 each (“Additional Notes”), at one or more additional closings (each such closing of the closing (the “purchase of such Additional Closing Date”, and any such closingNotes, an “Additional Closing” and the date(s) thereof, the “Additional Closing Date(s)”). Unless the Buyers agree, and an Additional Closing cannot take place within thirty (30) Trading Days of a prior Closing or Additional Closing, as applicable. (ii) the amount of Securities to be subscribed by the Purchaser (the “Any 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 Closing shall be subject to the satisfaction following conditions being met: (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii1) the Equity Conditions (as defined in the Notes) must be satisfied as of such Additional Closing Date, (2) the Ordinary Shares issuable upon conversion of the Additional Notes (“Additional Conversion Shares”) must be registered pursuant to a registration statement which has been declared effective by the SEC, (3) the minimum daily turnover during the Equity Conditions Measuring Period as to such Additional Closing must be greater than $500,000, (4) the VWAP of the Ordinary Shares during the Equity Conditions Measuring Period as to such Additional Closing must be greater than the then Conversion Price of the Notes, and (5) the aggregate outstanding principal amount immediately prior to such Additional Closing must be no greater than $500,000. (iii) At any such Additional Closing, the Company shall provide the Buyers, if so requested by ▇▇▇▇▇▇, with an Officers’ Certificate, duly executed by an authorized officer of the Company’s compliance , certifying that as of the date of such Additional Closing, the representations and warranties set forth in Section 3 hereof remain true and accurate in all material respects. If requested, counsel to the Company shall also provide a bring-down opinion in the same form as the legal opinion provided in connection with the applicable rules initial Closing. If any such Additional Closing does not occur due to the failure of any of the Principal Trading Market pursuant conditions to Section 4.18. The parties hereto shall use their commercially reasonable efforts such Closing failing to effectuate any be met, a Buyer, in its sole discretion, may decide to waive such condition(s), and all proceed, in whole or in part, with such Additional ClosingsClosing.”