Common use of Closings Delivery Clause in Contracts

Closings Delivery. (a) The purchase, sale and issuance of the Notes shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures on the date hereof, or at such other time and place as the Company and the Purchasers mutually agree, either orally or in writing. (b) If less than all of the Notes are sold and issued at the Initial Closing, then the Company may sell and issue at one or more subsequent Closings (each a “Subsequent Closing”), on the same terms and conditions as those contained in this Agreement, up to the balance of the unissued Notes (the “Additional Notes”), and accompanying additional warrants (“Additional Warrants”) to one or more Persons (as defined below) as may be approved by the Company in its sole discretion (the “Additional Purchasers”), provided that (i) such Subsequent Closing is consummated on or before May 31, 2018, and (ii) each Additional Purchaser shall become a party to, and bound by, each of the Transaction Agreements (as defined below), in each case as of the date of such Subsequent Closing, by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect each Additional Purchaser and the number of Additional Notes purchased, and Additional Warrants issued, or to be purchased, by each Additional Purchaser at each applicable Subsequent Closing, and each such Additional Purchaser shall be deemed a Purchaser for all purposes under this Agreement as of the date of such Subsequent Closing. (c) At each Closing, the Company shall deliver to each Purchaser participating in such Closing the following: (i) an executed Agreement; (ii) an executed Note in the form attached hereto as Exhibit B; (iii) an executed Warrant in the form attached hereto as Exhibit C; (iv) an executed Security Agreement in the form attached hereto as Exhibit D (the “Security Agreement”); (v) an executed Intercreditor and Collateral Agent Agreement in the form attached hereto as Exhibit E (the “Intercreditor Agreement”); (vi) an executed Investors Rights Agreement in the form attached hereto as Exhibit F (the “Investors Rights Agreement”) representing the Note being purchased by such Purchaser at such Closing against payment of the purchase price therefor by wire transfer to the following bank account designated by the Company:

Closings Delivery. (a) The purchase, initial purchase and sale and issuance of the Notes shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing (the “Initial Closing”) shall take place remotely via the exchange of final documents and signatures on signature pages within two Business Days of the date hereofthat all the conditions to closing set forth in Sections 4 and 5 hereof are satisfied or waived, or at provided that such other time and place closing shall not occur prior to January 15, 2015 (the date on which the initial closing occurs is referred to as the Company and the Purchasers mutually agree, either orally or in writing“Initial Closing Date”). (b) If less than all of the Notes are sold and issued at On the Initial ClosingClosing Date, then the Company shall execute and deliver to each Initial Purchaser a Note in a principal amount equal to its Purchase Price in exchange for such Initial Purchaser delivering an amount equal to the Purchase Price (by wire transfer to a bank account designated by the Company) on the Initial Closing Date. (c) At any time and from time to time up to 180 days following the Initial Closing Date (the “Additional Closing Period”), the Company may sell and issue at on one or more subsequent Closings additional Closing Dates (each an “Additional Closing Date” and, together with the Initial Closing Date, a “Subsequent ClosingClosing Date”), offer and sell up to $1,000,000,000 in Notes (in the aggregate) to each other Purchaser selected by the Company (the “ New Purchasers”), on the same terms and conditions as those contained in this AgreementAgreement (such Notes sold after the Initial Closing Date, up to the balance of the unissued Notes (the “Additional Notes”); provided, and accompanying additional warrants (“Additional Warrants”) to one or more Persons (as defined below) as may be approved by the Company in its sole discretion (the “Additional Purchasers”)that, provided that (i) such Subsequent Closing is consummated on or before May 31, 2018, and (ii) each Additional New Purchaser shall become a party to, and bound by, each of to the Transaction Agreements (as defined below), in each case as of the date of such Subsequent Closing, by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A New Purchasers may include persons or entities who are already Purchasers under this Agreement. Immediately after each Additional Closing Date, Schedule I to this Agreement shall will be updated amended to reflect list the New Purchasers under this Agreement at each such Additional Closing Date. Upon written request made by any Purchaser and to the number Company, the Company will promptly furnish to such Purchaser copies of Schedule I, as amended pursuant to the preceding sentence. All sales of Additional Notes purchased, and made at an Additional Warrants issued, or to be purchased, by each Additional Purchaser at each applicable Subsequent Closing, and each such Additional Purchaser Closing Date (i) shall be deemed a Purchaser for all purposes under made on the terms and conditions set forth in this Agreement Agreement, (ii) the representations and warranties of the Company set forth in Section 2 hereof (and the Schedule of Exceptions) shall speak as of the date of such Subsequent Closing. (c) At each Closing, Initial Closing Date and the Company shall deliver have no obligation to each Purchaser participating in update any such Closing the following: (i) an executed Agreement; (ii) an executed Note in the form attached hereto as Exhibit B; disclosure, and (iii) an executed Warrant in the form attached hereto as Exhibit C; (iv) an executed Security Agreement in the form attached hereto as Exhibit D (the “Security Agreement”); (v) an executed Intercreditor representations and Collateral Agent Agreement in the form attached hereto as Exhibit E (the “Intercreditor Agreement”); (vi) an executed Investors Rights Agreement in the form attached hereto as Exhibit F (the “Investors Rights Agreement”) representing the Note being purchased by such Purchaser at such Closing against payment warranties of the purchase price therefor by wire transfer Additional Purchasers in Section 3 hereof shall speak as of such Additional Closing Date. Any such Additional Notes shall be subject to the following bank account designated by the Company:Section 7.19 hereof.

Closings Delivery. (a) The purchase, purchase and sale and issuance of the Notes shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing by the Initial Purchasers (the “Initial Closing”) shall take place remotely via the exchange of final documents and signatures on signature pages within two Business Days of the date hereofthat all the conditions to closing set forth in Sections 4 and 5 hereof are satisfied or waived, or at such other time and provided, that, the Initial Closing shall take place no later than the Termination Date (the date on which the Initial Closing occurs is referred to as the Company and the Purchasers mutually agree, either orally or in writing“Initial Closing Date”). (b) If less than all of the Notes are sold and issued at On the Initial ClosingClosing Date, then the Company shall execute and deliver to each Initial Purchaser a Note in a principal amount equal to its Purchase Price in exchange for such Initial Purchaser delivering an amount equal to the Purchase Price (by wire transfer to a bank account designated by the Company) on the Initial Closing Date. (c) At any time and from time to time up to 180 days following the Initial Closing Date (the “Additional Closing Period”), the Company may sell and issue at on one or more subsequent Closings additional Closing Dates (each an “Additional Closing Date” and, together with the Initial Closing Date, a “Subsequent ClosingClosing Date”), offer and sell (i) any amount of Notes to the Company’s existing investors that have a Right of First Offer (as defined below) and (ii) up to an additional $500,000,000 of Notes (in the aggregate) to each Other Investor (as defined below) (collectively clauses (i) and (ii), the “New Purchasers”), in each case, on the same terms and conditions as those contained in this AgreementAgreement (such Notes sold after the Initial Closing Date, up to the balance of the unissued Notes (the “Additional Notes”); provided, and accompanying additional warrants (“Additional Warrants”) to one or more Persons (as defined below) as may be approved by the Company in its sole discretion (the “Additional Purchasers”)that, provided that (i) such Subsequent Closing is consummated on or before May 31, 2018, and (ii) each Additional New Purchaser shall become a party to, and bound by, each of to the Transaction Agreements (as defined below), in each case as of the date of such Subsequent Closing, by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A New Purchasers may include persons or entities who are already Purchasers under this Agreement. Immediately after each Additional Closing Date, Schedule I to this Agreement shall will be updated amended by the Company to reflect list the New Purchasers under this Agreement at each such Additional Closing Date. Upon written request made by any Purchaser and to the number Company, the Company will promptly furnish to such Purchaser copies of Schedule I, as amended pursuant to the preceding sentence. All sales of Additional Notes purchased, and made at an Additional Warrants issued, or to be purchased, by each Additional Purchaser at each applicable Subsequent Closing, and each such Additional Purchaser Closing Date (i) shall be deemed a Purchaser for all purposes under made on the terms and conditions set forth in this Agreement Agreement, (ii) the representations and warranties of the Company set forth in Section 2 hereof (and the Schedule of Exceptions) shall speak as of the date of such Subsequent Closing. (c) At each Closing, Initial Closing Date and the Company shall deliver have no obligation to each Purchaser participating in update any such Closing the following: (i) an executed Agreement; (ii) an executed Note in the form attached hereto as Exhibit B; disclosure, and (iii) an executed Warrant in the form attached hereto as Exhibit C; (iv) an executed Security Agreement in the form attached hereto as Exhibit D (the “Security Agreement”); (v) an executed Intercreditor representations and Collateral Agent Agreement in the form attached hereto as Exhibit E (the “Intercreditor Agreement”); (vi) an executed Investors Rights Agreement in the form attached hereto as Exhibit F (the “Investors Rights Agreement”) representing the Note being purchased by such Purchaser at such Closing against payment warranties of the purchase price therefor by wire transfer to the following bank account designated by the Company:Additional Purchasers in Section 3 hereof shall speak as of such Additional Closing Date.

Closings Delivery. (a) The purchase, sale and issuance of the Notes Shares shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures on the date hereof, or at such other time and place as the Company and the Purchasers representing a majority of the Shares to be sold in the Initial Closing mutually agreeagree upon, either orally or in writing. (b) If less than all of the Notes Shares are sold and issued at the Initial Closing, then the Company may sell and issue at one or more subsequent Closings (each a “Subsequent Closing”), on the same terms and conditions as those contained in this Agreement, up to the balance of the unissued Notes Shares (the “Additional Notes”), and accompanying additional warrants (“Additional WarrantsShares”) to one or more Persons (as defined below) as may be approved by the Company in its sole discretion (the “Additional Purchasers”), provided that (i) such Subsequent Closing is consummated on or before May 31, 2018, within ninety (90) days after the Initial Closing and (ii) each Additional Purchaser shall become a party to, and bound by, each of the Transaction Agreements (as defined below), in each case as of the date of such Subsequent Closing, by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect each Additional Purchaser and the number of Additional Notes Shares purchased, and Additional Warrants issued, or to be purchased, by each Additional Purchaser at each applicable Subsequent Closing, and each such Additional Purchaser shall be deemed a Purchaser for all purposes under this Agreement as of the date of such Subsequent Closing. (c) At each Closing, the Company shall deliver to each Purchaser participating in such Closing the following: (i) an executed Agreement; (ii) an executed Note in the form attached hereto as Exhibit B; (iii) an executed Warrant in the form attached hereto as Exhibit C; (iv) an executed Security Agreement in the form attached hereto as Exhibit D (the “Security Agreement”); (v) an executed Intercreditor and Collateral Agent Agreement in the form attached hereto as Exhibit E (the “Intercreditor Agreement”); (vi) an executed Investors Rights Agreement in the form attached hereto as Exhibit F (the “Investors Rights Agreement”) a certificate representing the Note Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by wire transfer to the following a bank account designated by the Company:, by check payable to the Company, or by any combination of such methods.

Closings Delivery. (a) The purchase, purchase and sale and issuance of the Notes Purchased Units shall take place at one or more closings remotely by electronic exchange of executed documents and wire transfer of funds on multiple dates as follows: (each of which is referred to in this Agreement as a “Closing”). i) The initial Closing closing of the purchase and sale of the Purchased Units (the “Initial Closing”) shall take place remotely via on a date to be agreed by the exchange Parties (the “Initial Closing Date”), which Initial Closing Date shall be no later than June 30, 2023 (the “Initial Closing Deadline”). Subject to the terms and conditions of documents and signatures this Agreement, on the date hereofInitial Closing Date, or at the Purchaser shall purchase and OML shall sell and issue to the Purchaser 293,399 of the Purchased Units (the “Initial Purchased Units”), and Odyssey and Purchaser shall pay to OML a portion of the Purchase Price by (A) Purchaser paying One Million U.S. Dollars ($1,000,000.00) to OML; and (B) Odyssey transferring to OML, free and clear of any Encumbrances, 100% of the issued and outstanding equity interests of Odyssey Retriever, Inc., a Nevada corporation (“Retriever”) by delivery of a stock certificate evidencing such other time and place as equity interests issued by Retriever to OML. One-sixth of the Company Initial Purchased Units shall be attributable to the cash payment and the Purchasers mutually agreeremaining five-sixths of the Initial Purchased Units shall be attributable to the transfer of Retriever equity interests; (ii) On or prior to the three (3) month anniversary of the Initial Closing Date (the “Cutoff Date”), either orally on a date or dates to be agreed by the Parties, the Purchaser shall purchase and OML shall sell and issue to the Purchaser 195,599 of the Purchased Units (the “Additionally Purchased Units”), and Purchaser shall pay to OML a portion of the Purchase Price by paying Four Million U.S. Dollars ($4,000,000.00) to OML; provided, however, that the foregoing payment, and issuance of Additionally Purchased Units, may take place in writingone or more closings (each, a “Second Closing”) between the Initial Closing Date and the Cutoff Date (for clarity, no Second Closing, and no purchase, sale or issuance of Additionally Purchased Units pursuant to this Agreement, shall take place after the Cutoff Date); and (iii) A subsequent closing of the purchase and sale of the Purchased Units (the “Subsequent Closing”) shall occur on the earlier of (A) the date that is thirty (30) days after OML notifies Odyssey that it has received, and provides a copy to Odyssey of, the Independent Resource Report, and (B) the date that is the first anniversary of the Initial Closing Date (such closing date, the “Subsequent Closing Date”). Subject to the terms and conditions of this Agreement, on the Subsequent Closing Date, the Purchaser shall purchase and OML shall sell and issue to the Purchaser 244,499 of the Purchased Units (the “Second Installment Units”), and Purchaser shall pay to OML the balance of the Purchase Price in the amount of Five Million U.S. Dollars ($5,000,000.00). (b) If less than Purchaser desires to purchase all or any portion of the Notes are sold and issued at the Initial ClosingOptional Units, then the Company may sell and issue at one or more subsequent Closings Purchaser shall deliver a notice (each a an “Subsequent Closing”), on the same terms and conditions as those contained in this Agreement, up to the balance of the unissued Notes (the “Additional Notes”), and accompanying additional warrants (“Additional WarrantsOption Notice”) to one or more Persons (as defined below) as may be approved by the Company in its sole discretion (the “Additional Purchasers”), provided that effect to Seller. Any Option Notice shall set forth (i) such Subsequent Closing is consummated on or before May 31, 2018, the number of Option Units that Purchaser desires to purchase and (ii) the date (which shall be a Business Day not less than five Business Days after delivery of the Option Notice) on which Purchaser desires to consummate the purchase and sale of such Optional Units. The closing of the purchase and sale of any Optional Units (each Additional such closing, an “Optional Closing”) shall take place remotely by the electronic exchange of executed documents and wire transfer of funds on one or more dates (each, an “Optional Closing Date”). Each Optional Closing Date shall be the Business Day indicated by Purchaser to OML in the Option Notice or such other date as may be agreed by the Parties in writing. On each Optional Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall become a party to, purchase and bound by, each of OML shall sell and issue to the Transaction Agreements (as defined below), in each case as of the date of such Subsequent Closing, by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect each Additional Purchaser and the number of Additional Notes purchasedOptional Units indicated by Purchaser in the applicable Option Notice, and Additional Warrants issued, or to be purchased, by each Additional Purchaser at each applicable Subsequent Closing, and each such Additional Purchaser shall be deemed a Purchaser for all purposes under this Agreement as pay to OML an amount equal to the Unit Price multiplied by the number of Optional Units being purchased and sold on such Optional Closing Date (the date of such Subsequent Closing“Optional Unit Purchase Price”). (c) At each Closing, the Company (i) OML shall deliver to each the Purchaser participating (A) a certificate representing the Purchased Units or the Optional Units, as applicable, or other evidence of the issuance of such Membership Interest Units to Purchaser in such Closing accordance with the following: Second Amended and Restated Company Agreement, and (iB) an executed Agreement; the other documents contemplated for delivery by OML pursuant to Section 6, and (ii) an executed Note in the form attached hereto as Exhibit B; Purchaser shall deliver to OML (iiiA) an executed Warrant in the form attached hereto as Exhibit C; (iv) an executed Security Agreement in applicable portion of the form attached hereto as Exhibit D (the “Security Agreement”); (v) an executed Intercreditor and Collateral Agent Agreement in the form attached hereto as Exhibit E (the “Intercreditor Agreement”); (vi) an executed Investors Rights Agreement in the form attached hereto as Exhibit F (the “Investors Rights Agreement”) representing the Note being purchased by such Purchaser at Purchase Price or Optional Unit Purchase Price for such Closing against payment of the purchase price therefor by wire transfer of immediately available funds to an account designated in writing by OML to Purchaser, and (B) with respect to the following bank account designated Initial Closing, the Second Amended and Restated Company Agreement duly executed by the Company:Purchaser and the other documents contemplated for delivery by the Purchaser pursuant to Section 7.

Closings Delivery. (a) The purchase, purchase and sale and issuance of the Notes shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing (the “Initial Closing”) Securities shall take place remotely via the exchange of documents and signatures on the applicable Closing Date; provided that neither the T1 Closing nor the T2 Closing shall occur on or prior to the date hereof, or at such other time and place as that is five business days following the Company and completion of the Purchasers mutually agree, either orally or in writingCanopy Capital Reorganization (the “Reorganization Time”). (b) If less than The Purchaser shall be required to subscribe for the T1 Shares in accordance with the terms of this Agreement within five business days following the Reorganization Time, provided that all of the Notes are sold conditions to the purchase and issued at sale of the Initial T1 Shares set out in Section 4 and Section 5 (other than those conditions that by their nature can only be satisfied on the T1 Closing Date) have been satisfied or waived. At the T1 Closing, then the Company may sell shall issue to the Purchaser the T1 Shares being purchased by the Purchaser and issue at one or more subsequent Closings the Purchaser shall, prior to the T1 Closing, pay to counsel to the Company, Xxxxxxx Xxxxx & Xxxxxxxxx LLP (each a “Subsequent ClosingCompany Counsel”), on the same terms and conditions as those contained T1 Purchase Price for the T1 Shares being purchased by the Purchaser by wire transfer to a bank account designated in this Agreementwriting by the Company, up to be held by Company Counsel in trust until the T1 Closing. The Purchaser hereby irrevocably directs Company Counsel to release the T1 Purchase Price to the balance of Company at the unissued Notes (the “Additional Notes”), and accompanying additional warrants (“Additional Warrants”) to one or more Persons (as defined below) as may be approved by the Company in its sole discretion (the “Additional Purchasers”), provided that (i) such Subsequent Closing is consummated on or before May 31, 2018, and (ii) each Additional Purchaser shall become a party to, and bound by, each of the Transaction Agreements (as defined below), in each case as of the date of such Subsequent Closing, by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect each Additional Purchaser and the number of Additional Notes purchased, and Additional Warrants issued, or to be purchased, by each Additional Purchaser at each applicable Subsequent Closing, and each such Additional Purchaser shall be deemed a Purchaser for all purposes under this Agreement as of the date of such Subsequent T1 Closing. (c) The Purchaser shall be required to subscribe for the T2 Shares in accordance with the terms of this Agreement on the T2 Investment Date, provided that all of the conditions to the purchase and sale of the T2 Shares set out in Section 4 and Section 5 (other than those conditions that by their nature can only be satisfied on the T2 Closing Date) have been satisfied or waived. At each the T2 Closing, the Company shall deliver issue to each the Purchaser participating the T2 Shares being purchased by the Purchaser and the Purchaser shall, on the T2 Closing, pay to Company Counsel, the T2 Purchase Price for the T2 Shares being purchased by the Purchaser by wire transfer to a bank account designated in such Closing writing by the following: Company, to be held by Company Counsel in trust. The Purchaser hereby irrevocably directs Company Counsel to immediately release the T2 Purchase Price to the Company at the T2 Closing. Notwithstanding the foregoing, in the event that (i) an executed Agreement; the Acreage Acquisition is completed and (ii) an executed Note in Event of Default has occurred prior to the form attached hereto T2 Investment Date and such Event of Default has not been cured as Exhibit B; (iii) of such date, or an executed Warrant in Event of Default is present on the form attached hereto as Exhibit C; (iv) an executed Security Agreement in T2 Investment Date, the form attached hereto as Exhibit D Purchaser shall have the right, but not the obligation (the “Security AgreementT2 EoD Option”); , exercisable at any time within five days of the T2 Investment Date, to acquire the T2 Shares at the T2 Purchase Price. Upon due exercise of the T2 EoD Option and payment of the T2 Purchase Price in accordance with the terms of Section 1.3(c), the Company shall issue the T2 Issued Warrants to the Purchaser in accordance with Section 1.2(b). The T2 EoD Option may be exercised by the Purchaser by delivering a written notice of exercise to the Company within five days of the T2 Investment Date and the closing of such EoD Option shall occur within five days of the T2 Investment Date. LEGAL*59869719.2 (vd) an executed Intercreditor In the event that (i) the Acreage Acquisition does not occur and Collateral Agent Agreement in (ii) either the form attached hereto as Exhibit E Company or Canopy (on behalf of the Company) delivers written notice to the Purchaser that the Company no longer intends to complete the Acreage Acquisition (the “Intercreditor AgreementCanopy Notice”); (vi) an executed Investors Rights Agreement in , the form attached hereto as Exhibit F Purchaser shall have the right, but not the obligation (the “Investors Rights AgreementT2 Notice Option”), exercisable at any time following the earlier of (1) representing the Note being purchased by such Purchaser 12 month anniversary of the date of the Canopy Notice and (2) the 24 month anniversary of the T1 Closing Date (the “T2 Notice Option Expiry Date”), to acquire the T2 Shares at such Closing against the T2 Purchase Price. Upon due exercise of the T2 Notice Option and payment of the purchase price therefor by wire transfer T2 Purchase Price in accordance with the terms of Section 1.3(c), the Company shall issue the T2 Issued Warrants to the following bank account designated Purchaser in accordance with Section 1.2(b). The T2 Notice Option may be exercised by the Company:Purchaser by delivering a written notice of exercise to the Company on or before the date that is five days prior to the T2 Notice Option Expiry Date and the closing of such T2 Notice Option shall occur no later than the T2 Notice Option Expiry Date. (e) In the event that (a) the Acreage Acquisition does not occur by the one-year anniversary of the T1 Closing Date and (b) a Canopy Notice is not delivered to the Purchaser by the one-year anniversary of the T1 Closing Date, the Purchaser shall have the right, but not the obligation (the “T2 Option”), exercisable at any time following the one-year anniversary of the T1 Closing Date until the 24 month anniversary of the T1 Closing Date (the “T2 Option Expiry Date”), to acquire the T2 Shares at the T2 Purchase Price. Upon due exercise of the T2 Option and payment of the T2 Purchase Price in accordance with the terms of Section 1.3(c), the Company shall issue the T2 Issued Warrants to the Purchaser in accordance with Section 1.2(b). The T2 Option may be exercised by the Purchaser by delivering a written notice of exercise to the Company on or before the date that is five days prior to the T2 Option Expiry Date and the closing of such T2 Option shall occur no later than the T2 Option Expiry Date.

Closings Delivery. (a) The purchase, sale and issuance of the Notes Shares shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures on the date hereof, or at such other time and place as the Company and the Purchasers representing a majority of the Shares to be sold in the Initial Closing mutually agreeagree upon, either orally or in writing. . (b) If less than all of the Notes Shares are sold and issued at the Initial Closing, then the Company may sell and issue at one or more subsequent Closings (each a “Subsequent Closing”), on the same terms and conditions as those contained in this Agreement, up to the balance of the unissued Notes Shares (the “Additional Notes”), and accompanying additional warrants (“Additional WarrantsShares”) to one or more Persons (as defined below) as may be approved by the Company in its sole discretion (the “Additional Purchasers”), provided that (i) such Subsequent Closing is consummated on or before May 31, 2018, within ninety (90) days after the Initial Closing and (ii) each Additional Purchaser shall become a party to, and bound by, each of the Transaction Agreements (as defined below), in each case as of the date of such Subsequent Closing, by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect each Additional Purchaser and the number of Additional Notes Shares purchased, and Additional Warrants issued, or to be purchased, by each Additional Purchaser at each applicable Subsequent Closing, and each such Additional Purchaser shall be deemed a Purchaser for all purposes under this Agreement as of the date of such Subsequent Closing. (c) At each Closing, the Company shall deliver to each Purchaser participating in such Closing the following: (i) an executed Agreement; (ii) an executed Note in the form attached hereto as Exhibit B; (iii) an executed Warrant in the form attached hereto as Exhibit C; (iv) an executed Security Agreement in the form attached hereto as Exhibit D (the “Security Agreement”); (v) an executed Intercreditor and Collateral Agent Agreement in the form attached hereto as Exhibit E (the “Intercreditor Agreement”); (vi) an executed Investors Rights Agreement in the form attached hereto as Exhibit F (the “Investors Rights Agreement”) a certificate representing the Note Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by wire transfer to the following a bank account designated by the Company:, by check payable to the Company, or by any combination of such methods. -1- 1.3

Closings Delivery. (a) The initial sale, purchase, sale and issuance of the Notes shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures on the date hereof, or at such other hereof (which time and place are designated as the “Initial Closing”). Notes with aggregate principal totalling at least $8,000,000 shall be sold and issued by the Company and at the Purchasers mutually agree, either orally or in writingInitial Closing. (b) If less than all Subject to the terms and conditions of the Notes are sold and issued at the Initial Closingthis Agreement, then the Company may sell and issue Notes in the aggregate principal amount of up to $15,000,000, less the aggregate principal amount of the Notes sold at the Initial Closing, at one or more subsequent Closings (each a each, an “Subsequent Additional Closing” and together with the Initial Closing, the “Closings”), ) on or before the same terms and conditions as those contained in this Agreement, up to the balance ninety (90) day anniversary of the unissued Notes (the “Additional Notes”), and accompanying additional warrants (“Additional Warrants”) Initial Closing to one or more such Persons (as defined below) as may be approved by the Company in its sole discretion (the each, an “Additional PurchasersPurchaser”). Any sale and issuance of Notes in an Additional Closing shall be made upon the same terms and conditions in this Agreement. If there is an Additional Closing, provided that (i) such Subsequent Closing is consummated on or before May 31, 2018, and (ii) each Additional Purchaser shall become a party toto this Agreement, without the need for an amendment to any of this Agreement, except to add such Additional Purchaser’s name and, if applicable, the date of such Additional Closing, to the Schedule of Purchasers, and bound by, each of such Additional Purchaser shall have the Transaction Agreements (rights and obligations hereunder as defined below)a Purchaser, in each case as of the date of such Subsequent the applicable Additional Closing. Promptly after each Additional Closing, by executing the Schedule of Purchasers will be amended and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect each the Additional Purchaser and the number of Additional Purchasers purchasing Notes purchased, and Additional Warrants issued, or issued to be purchased, by each Additional Purchaser at each applicable Subsequent Closing, and each such Additional Purchasers. The Company will make available to each Purchaser shall be deemed a Purchaser for all purposes under this Agreement as of the date copies of such Subsequent Closingamendments and updates to the Schedule of Purchasers. (c) At each the applicable Closing, the Company shall execute and deliver each Transaction Agreement and shall deliver to each Purchaser participating in such Closing the following: (i) an executed Agreement; (ii) an executed a Note in the form attached hereto as Exhibit B; (iii) an executed Warrant principal amount set forth opposite the respective Purchasers’ name on the Schedule of Purchasers. Each Purchaser, at the applicable Closing, shall deliver the principal purchase amount of their respective Note in cash to the form attached hereto as Exhibit C; (iv) an executed Security Agreement in Company pursuant to the form attached hereto as Exhibit D (the “Security Agreement”); (v) an executed Intercreditor Company’s instructions and Collateral Agent Agreement in the form attached hereto as Exhibit E (the “Intercreditor Agreement”); (vi) an executed Investors Rights Agreement in the form attached hereto as Exhibit F (the “Investors Rights Agreement”) representing the Note being purchased by such Purchaser at such Closing against payment shall execute and deliver each of the purchase price therefor by wire transfer to the following bank account designated by the Company:Transaction Agreements.