Common use of Pre-Advance Closing Clause in Contracts

Pre-Advance Closing. The closing of the Pre-Paid Advance (the “Pre-Advance Closing”) shall occur remotely by conference call and electronic delivery of documentation and shall take place on the Effective Date, provided that the conditions set forth in Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). At the Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the Pre-Paid Advance, less a discount in the amount equal to 5% of the principal amount of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing, and the Company shall deliver the Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned at the Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note.

Pre-Advance Closing. The closing of the Pre-Paid Advance (the “Pre-Advance Closing”) Closing shall occur remotely by conference call and electronic delivery of documentation and shall take place at 10:00 a.m., New York time, on the Effective Date, provided that the conditions set forth in on Annex II have been satisfied (or such other date and time as is mutually agreed to by the Company and the Investor). At the Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the Pre-Paid Advance, less a discount in the amount equal to 57% of the principal amount of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing, and the Company shall deliver the Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned on at the Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note. For the avoidance of doubt, to the extent the Investor converts outstanding amounts under the Promissory Note into shares of Common Stock of the Company, the principal balance of such Promissory Note shall be reduced automatically by an equivalent amount.

Pre-Advance Closing. The closing of the Pre-Paid Advance (the “Pre-Advance Closing”) Closing shall occur remotely by conference call and electronic delivery of documentation and documentation. The Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the Effective Date, provided that the conditions set forth in on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). At the Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the Pre-Paid Advance, less a discount in the amount equal to 510% of the principal amount of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an operating account of the Company designated by the Company in writing, and the Company shall deliver the Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned at on the Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note. As and to the extent that the Investor converts outstanding amounts under the Promissory Note into Shares, the principal amount of the Pre-Paid Advance shall automatically be reduced by the principal amount of the Promissory Note so converted without any additional fee or penalty in accordance with the terms of the Promissory Note.

Pre-Advance Closing. The closing of the Pre-Paid Advance (the “Pre-Advance Closing”) Closing shall occur remotely by conference call and electronic delivery of documentation and shall take place at 10:00 a.m., New York time, on the Effective Date, provided that the conditions set forth in on Annex II have been satisfied (or such other date and time as is mutually agreed to by the Company and the Investor). At the Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the Pre-Paid Advance, less a discount in the amount equal to 56% of the principal amount of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing, and the Company shall deliver the Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned on at the Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note. For the avoidance of doubt, to the extent the Investor converts outstanding amounts under the Promissory Note into shares of Common Stock of the Company, the principal balance of such Promissory Note shall be reduced automatically by an equivalent amount.