Common use of Fourth Closing Clause in Contracts

Fourth Closing. (i) Solely in the event that the Second Closing Trigger Event, the Initial Second Closing and the Third Closing shall have previously occurred (or, in the case of the Third Closing, shall occur contemporaneously with the Fourth Closing), the Company shall have the right, but not the obligation, to request that the Fourth Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Fourth Closing Notes prior to the Fourth Closing Deadline in accordance with this Section 2.1(d). (ii) In the event that the Company desires to request that the Fourth Closing Investors purchase the Fourth Closing Notes pursuant to this Section 2.1(d), the Company shall deliver each Fourth Closing Investor written notice of such request (a “Fourth Closing Request”) after the Initial Second Closing but on or prior to the date that is fifteen (15) Business Days prior to the Fourth Closing Deadline, which Fourth Closing Request shall (x) sets forth that the aggregate principal amount of such Fourth Closing Notes that the Company requests to sell to the Fourth Closing Investors at the Fourth Closing, shall be $10,000,000, (y) set forth the Company’s irrevocable offer to sell the Fourth Closing Notes specified in the Fourth Closing Request to the Fourth Closing Investors in accordance with this Section 2.1(d), and (z) specify the closing date for such sale of Fourth Closing Notes hereunder (the “Fourth Closing Date”), which Fourth Closing Date (A) shall not be earlier than the fifteenth (15th) Business Day following the delivery of the Fourth Closing Election Notice to the Company, and (B) shall not be later than the Fourth Closing Deadline. (iii) In the event that the Company shall timely deliver a Fourth Closing Request to the Fourth Closing Investors in accordance with the foregoing, each Fourth Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, of the Third Closing Notes specified in the Fourth Closing Request (which amount shall be allocated among the Fourth Closing Investors in proportion to the principal amount set forth across from such Fourth Closing Investor’s name under the heading “Principal Amount of Fourth Closing Note” on the Schedule of Investors (with respect to any particular Fourth Closing Investor, such Fourth Closing Notes are herein referred to as such Fourth Closing Investor’s “Applicable Fourth Closing Notes”). In the event that any Fourth Closing Investor desires to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes, such Fourth Closing Investor must deliver written notice to the Company of its election to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes hereunder (a “Fourth Closing Election Notice”) no later than five (5) Business Days after the Company’s request and in no event later than five (5) Business Days prior to the Fourth Closing Deadline, which Fourth Closing Election Notice shall specify that such Fourth Closing Investor is exercising its right under this Section 2.1(d) to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes (any Fourth Closing Investor that shall so deliver a Fourth Closing Election Notice to the Company in accordance with the foregoing is herein referred to as an “Exercising Fourth Closing Investor”).

Fourth Closing. (i) Solely in Subject to the event terms hereof and Section 7 and -------------- notwithstanding any provision of the September Purchase Agreement to the contrary, each Lender and Zoltek agree that the Second Fourth Closing Trigger Event, the Initial Second Closing and the Third Closing shall have previously occurred (or, in the case of the Third Closing, Date shall occur contemporaneously on the Business Day following the Event Date (as defined below). 3.1. In connection with the Fourth Closing, Zoltek shall issue to each Lender (i) a note in the form of Exhibit B-2 hereto (the "April ----------- Notes II", and together with the April Notes I, the "April Notes"), registered in the Company shall have the right, but not the obligation, to request that the Fourth Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Fourth Closing Notes prior to the Fourth Closing Deadline in accordance with this Section 2.1(d). (ii) In the event that the Company desires to request that the Fourth Closing Investors purchase the Fourth Closing Notes pursuant to this Section 2.1(d), the Company shall deliver each Fourth Closing Investor written notice name of such request (a “Fourth Closing Request”) after the Initial Second Closing but on or prior to the date that is fifteen (15) Business Days prior to the Fourth Closing Deadline, which Fourth Closing Request shall (x) sets forth that Lender in the aggregate principal amount of the purchase price indicated opposite such Fourth Closing Lender's name of Schedule A hereto, and (ii) a warrant in the form ---------- of Exhibit C-2 hereto (the "April Warrants II", and together with ----------- the April Warrants I, the "April Warrants"), registered in the name of such Lender pursuant to which such Lender shall have the right to acquire the number of shares of Common Stock indicated opposite such Lender's name on Schedule A hereto under the heading ---------- "April Warrants II-Warrant Shares". The aggregate principal amount of April Notes that II issued to the Company requests to sell to Lenders under the Fourth Closing Investors at the Fourth Closing, shall be $10,000,000. The Conversion Price of the April II Notes shall be $25.51; provided, however, that if the press release -------- ------- required under Section 8.4 has not been issued prior to 11am Eastern time, the Conversion Price of the April II Notes shall be the lesser of (yi) set forth $25.51 and (ii) the Company’s irrevocable offer last bid price at 11:01 am as reported on Bloomberg. 3.2. Zoltek shall deliver to sell each Lender the Fourth Closing Notes specified remaining closing deliveries under Section 2.9 of the September Purchase Agreement and each Lender shall deliver to Zoltek, in immediately available funds by wire transfer to an account designed by Zoltek, its respective purchase price. 3.3. For the Fourth Closing Request purposes of this Section 3, the term "Event Date" shall mean the date, following the Nasdaq Approval, Zolek delivers to each Lender either (i) a legal opinion of Hungarian counsel to the Fourth Closing Investors Zoltek and Opco stating that the April Notes II are covered under the Mortgage and Security Agreement, all in accordance with this Section 2.1(d)form and substance reasonably satisfactory to the Administrative Agent and such Lender; or (ii) an amended Mortgage and Security Agreement covering the April Notes II, each properly endorsed and (z) specify filed as required by applicable law to perfect the closing date for such sale of Fourth Closing Notes hereunder (the “Fourth Closing Date”), which Fourth Closing Date (A) shall not be earlier than the fifteenth (15th) Business Day following the delivery security interest of the Fourth Closing Election Notice Lenders. Notwithstanding anything to the Companycontrary, and (B) each Lender shall not be later than have the Fourth Closing Deadline. (iii) In the event that the Company shall timely deliver right to require a Fourth Closing Request to at any time after the Fourth Closing Investors in accordance with the foregoing, each Fourth Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, expiration of 30 days following receipt of the Third Closing Notes specified in the Fourth Closing Request (which amount shall be allocated among the Fourth Closing Investors in proportion to the principal amount set forth across from such Fourth Closing Investor’s name under the heading “Principal Amount of Fourth Closing Note” on the Schedule of Investors (with respect to any particular Fourth Closing Investor, such Fourth Closing Notes are herein referred to as such Fourth Closing Investor’s “Applicable Fourth Closing Notes”). In the event that any Fourth Closing Investor desires to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes, such Fourth Closing Investor must deliver written notice to the Company of its election to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes hereunder (a “Fourth Closing Election Notice”) no later than five (5) Business Days after the Company’s request and in no event later than five (5) Business Days prior to the Fourth Closing Deadline, which Fourth Closing Election Notice shall specify that such Fourth Closing Investor is exercising its right under this Section 2.1(d) to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes (any Fourth Closing Investor that shall so deliver a Fourth Closing Election Notice to the Company in accordance with the foregoing is herein referred to as an “Exercising Fourth Closing Investor”)Nasdaq Approval.

Fourth Closing. (a) At any time after the later to occur of (i) Solely in the event that 120th day following the Second Third Closing Trigger Event, or (ii) 120th day following the Initial Second Closing and date the Registration Statement covering the resale of the Underlying Shares issued at the Third Closing shall have previously occurred become effective (orthe "FOURTH CLOSING TRIGGER DATE"), in the case Borrower may, at its option, require a Fourth Closing to occur by delivering an irrevocable written notice to each Lender within thirty (30) days of the Third Closing, shall occur contemporaneously with Fourth Closing Trigger Date (the "FOURTH CLOSING NOTICE") indicating the Borrower's exercise of its rights under this Section 2.3 and the date of the Fourth Closing), which date shall be the Company shall have the right, but not the obligation, to request that 10th Trading Day following the Fourth Closing Investors agree to Notice (the "FOURTH CLOSING DATE"). The purchase $10,000,000 in aggregate principal amount and sale of Fourth Closing Notes prior to the Fourth Closing Deadline in accordance with this Section 2.1(d). (ii) In the event that the Company desires to request that the Fourth Closing Investors purchase the Fourth Closing Notes pursuant to the terms of this Section 2.1(d)2.4 shall take place at the offices of Proskauer Rose LLP, the Company shall deliver each Fourth Closing Investor written notice of such request 0000 Xxxxxxxx, Xxx Xxxx, XX 00000. (a “Fourth Closing Request”b) after the Initial Second Closing but on or prior Subject to the date that is fifteen (15terms and conditions of this Agreement, including without limitation Sections 2.4(c) Business Days prior and 2.5 hereof, each Lender agrees, severally and not jointly, to purchase at the Fourth Closing Deadline, which Fourth Closing Request shall (x) sets forth that and the aggregate principal amount of such Fourth Closing Notes that the Company requests Borrower agrees to sell and issue to the Fourth Closing Investors each Lender at the Fourth Closing, shall be $10,000,000, that aggregate principal amount of Notes set forth opposite such Lender's name on Schedule A hereto under the heading "Fourth Closing Notes" and a Warrant for the aggregate purchase price (ythe "FOURTH CLOSING PURCHASE PRICE") set forth opposite such Lender's name on Schedule A hereto under the Company’s irrevocable offer heading "Fourth Closing Purchase Price". (c) Notwithstanding anything to sell the contrary, the Borrower may only issue a Fourth Closing Notice or require a Fourth Closing (and any Fourth Closing Notice issued otherwise will be void) if the arithmetic average of the Closing Prices of the Borrower's Common Stock for each of the thirty (30) Trading Days immediately preceding the Fourth Closing Date shall equal or exceed $16.00 per share (as adjusted for stock splits, stock dividends, stock combinations and other similar events). (d) The Conversion Price for the Fourth Closing Notes specified in shall be equal to 110% of the arithmetic average of the VWAP of the Borrower's Common Stock for the 10 Trading Days immediately preceding the Fourth Closing Request to the Fourth Closing Investors in accordance with this Section 2.1(d), and (z) specify the closing date for such sale of Fourth Closing Notes hereunder (the “Fourth Closing Date”), which Fourth Closing Date (A) shall not be earlier than the fifteenth (15th) Business Day following the delivery of the Fourth Closing Election Notice to the Company, and (B) shall not be later than the Fourth Closing Deadline. (iii) In the event that the Company shall timely deliver a Fourth Closing Request to the Fourth Closing Investors in accordance with the foregoing, each Fourth Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, of the Third Closing Notes specified in the Fourth Closing Request (which amount shall be allocated among the Fourth Closing Investors in proportion to the principal amount set forth across from such Fourth Closing Investor’s name under the heading “Principal Amount of Fourth Closing Note” on the Schedule of Investors (with respect to any particular Fourth Closing Investor, such Fourth Closing Notes are herein referred to as such Fourth Closing Investor’s “Applicable Fourth Closing Notes”). In the event that any Fourth Closing Investor desires to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes, such Fourth Closing Investor must deliver written notice to the Company of its election to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes hereunder (a “Fourth Closing Election Notice”) no later than five (5) Business Days after the Company’s request and in no event later than five (5) Business Days prior to the Fourth Closing Deadline, which Fourth Closing Election Notice shall specify that such Fourth Closing Investor is exercising its right under this Section 2.1(d) to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes (any Fourth Closing Investor that shall so deliver a Fourth Closing Election Notice to the Company in accordance with the foregoing is herein referred to as an “Exercising Fourth Closing Investor”).

Fourth Closing. (i) Solely in Unless otherwise agreed to by both of the event that the Second Closing Trigger EventPurchasers, the Initial Second Closing and the Third Closing shall have previously occurred (or, in the case closing of the Third Closing, shall occur contemporaneously with purchase of the Shares and under this Agreement pursuant to Section 1.2(d) by the Purchasers and all related transactions contemplated hereby (the “Fourth Closing), the Company shall have the right, but not the obligation, to request that the Fourth Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Fourth Closing Notes prior to the Fourth Closing Deadline in accordance with this Section 2.1(d). (ii) In the event that the Company desires to request that the Fourth Closing Investors purchase the Fourth Closing Notes pursuant to this Section 2.1(d), the Company shall deliver each Fourth Closing Investor written notice of such request (a “Fourth Closing Request”) after the Initial Second Closing but on or prior to the date that is fifteen (15) Business Days prior to the Fourth Closing Deadline, which Fourth Closing Request shall (x) sets forth that the aggregate principal amount of such Fourth Closing Notes that the Company requests to sell to the Fourth Closing Investors take place at the Fourth Closingoffices of Xxxxxx, Xxxxx & Bockius LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, on a business date (such date shall hereinafter be $10,000,000, (y) set forth the Company’s irrevocable offer referred to sell the Fourth Closing Notes specified in the Fourth Closing Request to the Fourth Closing Investors in accordance with this Section 2.1(d), and (z) specify the closing date for such sale of Fourth Closing Notes hereunder (as the “Fourth Closing Date”), which Fourth Closing Date ) within thirty (A30) shall not be earlier than the fifteenth (15th) Business Day days following the delivery date upon which each of the Fourth Closing Election Notice to the Company, and (B) shall not be later than the Fourth Closing Deadline. (iii) In the event that the Company shall timely deliver a Fourth Closing Request to the Fourth Closing Investors in accordance with the foregoing, each Fourth Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, of the Third Closing Notes specified in the Fourth Closing Request (which amount shall be allocated among the Fourth Closing Investors in proportion to the principal amount set forth across from such Fourth Closing Investor’s name under the heading “Principal Amount of Fourth Closing Note” on the Schedule of Investors (with respect to any particular Fourth Closing Investor, such Fourth Closing Notes are herein referred to as such Fourth Closing Investor’s “Applicable Fourth Closing Notes”). In the event that any Fourth Closing Investor desires to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes, such Fourth Closing Investor must deliver Purchasers provide written notice to the Company that the Purchasers have opted to continue the Phase IIa clinical trial for AN-117/MT-210 based on the evaluation of its election the results of the first 15 patients, particularly with respect to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes hereunder QTc prolongation (a the “Fourth Closing Election NoticeApproval”) no later than five (5) Business Days after ). Upon the Company’s request occurrence of a Fourth Closing Approval, the Company shall promptly send to each Purchaser written notice thereof and the date of the Fourth Closing. Each of the Purchasers shall in no such event later than five (5) Business Days prior deliver to the Company the aggregate amount of the purchase price for the Shares to be purchased at the Fourth Closing Deadlineby each Purchaser by wire transfer or cashier’s check, which and the Company shall deliver to each Purchaser certificates representing either the number of Shares acquired. If at the Fourth Closing Election Notice any of the conditions or obligations specified in Section 5.1 below shall specify that such Fourth Closing Investor is exercising not have been fulfilled, each Purchaser shall, at its right election, be relieved of all of its obligations under this Section 2.1(d) to purchase Agreement without thereby waiving any other rights it may have by reason of such Fourth Closing Investor’s Applicable Fourth Closing Notes (any Fourth Closing Investor that shall so deliver a Fourth Closing Election Notice to the Company in accordance with the foregoing is herein referred to as an “Exercising Fourth Closing Investor”)failure or such non-fulfillment.

Fourth Closing. (i) Solely in the event that the Second Closing Trigger Event, the Initial Second Closing and the Third Closing shall have previously occurred (or, in the case of the Third Closing, shall occur contemporaneously with the Fourth Closing), the Company shall have the right, but not the obligation, to request that the Fourth Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Fourth Closing Notes prior to the Fourth Closing Deadline in accordance with this Section 2.1(d). (ii) In the event that the Company desires to request that the Fourth Closing Investors purchase the Fourth Closing Notes pursuant to this Section 2.1(d), the Company shall deliver each Fourth Closing Investor written notice of such request (a “Fourth Closing Request”) after the Initial Second Closing but on or prior to the date that is fifteen (15) Business Days prior to the Fourth Closing Deadline, which Fourth Closing Request shall (x) sets forth that the aggregate principal amount of such Fourth Closing Notes that the Company requests to sell to the Fourth Closing Investors at the Fourth Closing, shall be $10,000,000, (y) set forth the Company’s irrevocable offer to sell the Fourth Closing Notes specified in the Fourth Closing Request to the Fourth Closing Investors in accordance with this Section 2.1(d), and (z) specify the closing date for such sale of Fourth Closing Notes hereunder (the “Fourth Closing Date”), which Fourth Closing Date (A) shall not be earlier than the fifteenth (15th) Business Day following the delivery of the Fourth Closing Election Notice to the Company, and (B) shall not be later than the Fourth Closing Deadline. (iii) In the event that the Company shall timely deliver a Fourth Closing Request to the Fourth Closing Investors in accordance with the foregoing, each Fourth Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, of the Third Closing Notes specified in the Fourth Closing Request (which amount shall be allocated among the Fourth Closing Investors in proportion to the principal amount set forth across from such Fourth Closing Investor’s name under the heading “Principal Amount of Fourth Closing Note” on the Schedule of Investors (with respect to any particular Fourth Closing Investor, such Fourth Closing Notes are herein referred to as such Fourth Closing Investor’s “Applicable Fourth Closing Notes”). In the event that any Fourth Closing Investor desires to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes, such Fourth Closing Investor must deliver written notice to the Company of its election to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes hereunder (a “Fourth Closing Election Notice”) no later than five (5) Business Days after the Company’s request and in no event later than five (5) Business Days prior to the Fourth Closing Deadline, which Fourth Closing Election Notice shall specify that such Fourth Closing Investor is exercising its right under this Section 2.1(d) to purchase such Fourth Closing Investor’s Applicable Fourth Closing Notes (any Fourth Closing Investor that shall so deliver a Fourth Closing Election Notice to the Company in accordance with the foregoing is herein referred to as an “Exercising Fourth Closing Investor”).Closing