Common use of Purchase and Sale of Additional Notes Clause in Contracts

Purchase and Sale of Additional Notes. At any time and from time to time, one or more Additional Purchasers may purchase at one or more Subsequent Closings, Additional Notes, the aggregate purchase price of which, together with the aggregate purchase price of the Initial Closing Notes, shall not exceed $2,000,000. Subject to the terms and conditions of this Agreement, each Additional Purchaser, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees to issue and sell to such Additional Purchaser at the applicable Subsequent Closing, an Additional Note, dated as of the date of the applicable Subsequent Closing Date, in the original principal amount equal to the dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B hereto in exchange for cash in the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B. Schedule B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the purchase price of the Additional Notes. The aggregate purchase price for all Notes purchased under this Agreement shall not exceed $2,000,000.

Purchase and Sale of Additional Notes. At any time Subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(c) and from time to time, one or more Additional Purchasers may purchase at one or more Subsequent Closings, Additional Notesin Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the related Additional Closing Date (as defined below), an Additional Note in the original principal amount as is set forth opposite such Buyer’s name in the column related to such Additional Closing on the Schedule of Buyers (each, an “Additional Closing” and collectively, the “Additional Closings”). The Initial Closing and the Additional Closings are collectively referred to herein as the “Closings” and each, a “Closing. The Additional Notes shall be issued with an original issue discount of ten percent (10%) as reflected in the Notes and on the Schedule of Buyers. In the event that, following the Initial Closing, the Company and the Buyers mutually desire to effect an Additional Closing, then the Company and the Buyers shall mutually prepare a written notice with respect to such Additional Closing (each, an “Additional Closing Notice” and the date of each Additional Closing Notice, an “Additional Closing Notice Date”), which shall be executed by each of the Company and the Buyers, and: (A) set forth the original principal amount of the Additional Notes to be purchased by each Buyer at such Additional Closing, provided that, with respect to any given Additional Closing: (1) the aggregate purchase price original principal amount of whichthe Additional Notes to be purchased by the Buyers at such Additional Closing shall not exceed $500,000, unless otherwise agreed by the Buyers, and (2) the aggregate original principal amount of the Additional Notes to be purchased by the Buyers at such Additional Closing, together with the aggregate purchase price original principal amounts of the Initial Closing NotesAdditional Notes issued at any prior Additional Closings, shall not exceed $2,000,000. Subject to 1,500,000; and (b) the terms and conditions proposed Additional Closing Date of this Agreement, each such Additional Purchaser, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees provided that, with respect to issue and sell to such any given Additional Purchaser at the applicable Subsequent Closing, an the Additional Note, dated as of Closing Date must be: (1) at least after the date of the applicable Subsequent Closing Equity Financing Registration Statement, and (2) on or before October 1, 2025 (the “Expiration Date”). For the avoidance of doubt, in the original principal amount equal to the dollar amount set forth opposite such Parties shall not effect any Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B hereto in exchange for cash in the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B. Schedule B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the purchase price of the Additional Notes. The aggregate purchase price for all Notes purchased Closings under this Agreement shall not exceed $2,000,000after the Expiration Date.

Purchase and Sale of Additional Notes. At any time C.1.1. On August 10, 2016 (the “Rider Date”) and from time to time, one or more Additional Purchasers may purchase at one or more Subsequent Closings, Additional Notestime thereafter as provided herein, the aggregate purchase price of which, together with the aggregate purchase price of the Initial Closing Notes, shall not exceed $2,000,000. Subject to the terms and conditions of this Agreement, each Additional Purchaser, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees to issue and sell sell, and each Note Purchaser agrees to such Additional Purchaser at the applicable Subsequent Closingpurchase, for an Additional Note, dated as of the date of the applicable Subsequent Closing Date, in amount equal to the original principal amount equal to thereof and in accordance with the dollar amount percentages set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B hereto in exchange for cash in the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B. Schedule B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing 2.2, Additional Notes at in an aggregate original principal amount of up to $7,500,000 (or such Subsequent Closing, as well greater amount as the Note Purchasers may agree in their sole discretion). The purchase price of the Additional NotesNotes allocated in accordance with the percentages set forth Schedule 2.2 shall be payable in immediately available funds by wire transfer to the deposit account of the Company as identified in writing by the Company to the Note Purchasers prior to the Rider Date and each subsequent date of issuance of Additional Notes thereafter. No Note Purchaser shall be responsible for any default by any other Note Purchaser in its obligation to acquire Additional Notes hereunder. The Company may subsequently request, and the Note Purchasers may in their sole discretion agree to, the sale and purchase of additional Notes in excess of such amount. C.1.2. From time to time following the Rider Date and through the fourth anniversary of the Rider Date (or, upon mutual prior agreement of the Company and the Majority Note Purchasers and subject to an extension of the Maturity Date pursuant to Section C.3.1, through the fifth anniversary of the Rider Date), on not less than 10 Business Days prior written notice, the Company may request that the Note Purchasers acquire, and subject to the conditions set forth in Section 3.3 and the delivery of such other documents as reasonably requested by the Collateral Agent and/or the Purchasers (including, without limitation, customary resolutions and legal opinions and confirmation of collateral matters), the Note Purchasers shall acquire, Additional Notes in an aggregate purchase price original principal amount of up to $7,500,000 (excluding any PIK Interest) (or such greater amount as the Note Purchasers may agree in their sole discretion). The proceeds of the Additional Notes shall be applied solely to the payment of Monetization Expenses (or to reimburse the Company for all the payment of Monetization Expenses). The Company may not request Additional Notes purchased under this Agreement to be acquired more than one time in any calendar month, and any such requests shall not exceed be in a minimum amount of $2,000,000100,000.

Purchase and Sale of Additional Notes. At 2.2.1 In the event the Company provides written notice to Lender within 45 days following any time Milestone Date set forth in Exhibit 2.2 that all 4 of the milestones associated with the Milestone Date were attained by the Company as of the Milestone Date and that the Company has determined in the exercise of its discretion that it is in its best interests to sell an Additional Note to the Lender (and such sale is not otherwise prohibited by this Agreement) (each, an “Additional Closing”), the Lender shall purchase from time the Company within thirty (30) days after the Company provides such written notice an Additional Note with the Purchase Price and Face Amount as listed on Exhibit 2.2 opposite such Milestone Date. 2.2.2 The Lender shall have no obligation to timepurchase an Additional Note at any Additional Closing with respect to which the Company has failed to meet or exceed the milestones related thereto as set forth on Exhibit 2.2 or failed to provide the notice specified in Section 2.2.1 in a timely fashion. Furthermore, in no event shall the subsequent attainment by the Company of milestones associated with any subsequent Milestone Date give rise to any obligation of Lender to purchase an Additional Note associated with a prior Milestone Date. 2.2.3 Provided that all other requirements for consummation of a subsequent Additional Closing have been fulfilled, the Company may require the Lender to consummate the subsequent Additional Closing notwithstanding the fact that the one or more of the milestones associated with a prior Milestone Date and prior Additional Purchasers may Closing were not met by the Company. 2.2.4 The purchase at one or more Subsequent Closings, price payable by the Lender to the Company for the Additional Notes, the aggregate purchase price of which, together with the aggregate purchase price of the Initial Closing Notes, shall not exceed $2,000,000. Subject to the terms and conditions of this Agreement, each Additional Purchaser, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees to issue and sell to such Additional Purchaser at the applicable Subsequent Closing, an Additional Note, dated as of the date of the applicable Subsequent Closing Date, in the original principal amount equal to the dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B hereto in exchange for cash in the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B. Schedule B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the purchase price face amount of such Additional Notes, related to each potential Additional Closing are set forth opposite to such Lender’s name on Exhibit 2.2. 2.2.5 The liability of the Additional Notes. The aggregate purchase price Lender for all breach of this Section 2.2 shall be limited to those penalties set forth in writing in the Notes purchased under this Agreement shall not exceed $2,000,000and the Warrants.

Purchase and Sale of Additional Notes. At any time (i) In the event that the Company’s Indebtedness to the Bank under the Guaranty Bank Agreement less the Company’s cash and cash equivalents (“Net Debt”) exceeds $5,000,000 on December 31, 2018, each of the Investors shall have the option, in its sole discretion, subject to the terms of the Note Documents, to purchase additional notes from time the Company (the “Additional Notes”) in an aggregate original principal amount not to timeexceed $500,000 and a proportionate number of additional shares of Series A Preferred Stock. In addition, one or more in the event that Net Debt exceeds $4,000,000 on December 31, 2019, each of the Investors shall have the option, in its sole discretion, subject to the terms of the Note Documents, to purchase other Additional Purchasers may purchase Notes in an aggregate original principal amount not to exceed $500,000 and a proportionate number of additional shares of Series A Preferred Stock. The Company shall provide written notice to each Investor of the Company’s failure to meet the Net Debt requirements described herein within two Business Days. Additional Notes shall be issued in substantially the same form and substance as the Notes, but shall provide that all payments of interest on such Additional Notes are made in kind, and not in cash, and the holders of the Additional Notes shall have the same rights as the holders of the Notes. Additional shares of Series A Preferred Stock shall be issued in substantially the same form and substance as set forth in the Articles of Amendment of Series A Preferred Stock in the form attached hereto as Exhibit B, but shall provide that all payments of dividends on such additional shares of Series A Preferred Stock are made in kind, and not in cash, and the holders of such additional shares of Series A Preferred Stock shall have the same rights as the holders of the shares of Series A Preferred Stock issued at one or more Subsequent Closingsthe Closing. Notwithstanding the foregoing, the Conversion Price for the Additional Notes, Series A Preferred Stock and Series B Preferred Stock into which the aggregate purchase price Additional Notes and Series A Preferred Stock are convertible shall be the greater of which, together with (i) $5.00 and (ii) the aggregate purchase price VWAP of the Initial Closing Notes, shall not exceed $2,000,000. Subject to Common Stock for the terms and conditions of this Agreement, each Additional Purchaser, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees to issue and sell to such Additional Purchaser at the applicable Subsequent Closing, an Additional Note, dated as of 30 Trading Days preceding the date of the applicable Subsequent Closing Date, in the original principal amount equal Investor’s notice to the dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B hereto in exchange for cash in the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B. Schedule B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names Company of the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the exercise of its option to purchase price of the Additional Notes. For purposes of clarity, the Additional Notes and additional shares of Series A Preferred Stock shall be convertible into Series B Preferred Stock and the shares of Common Stock into which such additional shares of Series B Preferred Stock are convertible shall be “Registrable Securities” under the Registration Rights Agreement. The aggregate Additional Notes and the indebtedness evidenced thereby shall be subordinate in the same manner and to the same extent as set forth with regard to the Notes in the Subordination Agreement. (ii) Each Investor who elects to exercise such option to purchase price for all Additional Notes purchased under this Agreement shall not exceed $2,000,000provide written notice to the Company of such exercise and the desired amount of Additional Notes at any time following the Company’s failure to meet the Net Debt requirements described herein. The purchase and sale of the Additional Notes shall occur within 10 Business Days of the Investor’s notice to the Company of the exercise of its option to purchase the Additional Notes (each such closing, a “Subsequent Closing”, and each such closing date, a “Subsequent Closing Date”).

Purchase and Sale of Additional Notes. At Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(c), 8 and 9 below, during the period commencing on the Amendment Date and continuing until the earliest to occur of (a) December 31, 2008, and (b) a date not less than thirty (30) days after all of the Buyers give notice of such date to the Company of termination of such period (the "ADDITIONAL NOTE ISSUANCE PERIOD"), the Company may elect to sell Additional Notes to the Buyers. Subject to the limitations set forth in this Section 1(b) and Section 1(c), at any time and from time to time, one or more during the Additional Purchasers may purchase at one or more Subsequent Closings, Additional NotesNote Issuance Period, the aggregate purchase price Company may, in its sole discretion, deliver (by facsimile) a written notice to the Buyers electing to sell Additional Notes to the Buyers (an "ADDITIONAL SALE ELECTION NOTICE"). The Company may not deliver more than one Additional Sale Election Notice during any 30-day period, unless all of which, together with the Buyers otherwise agree in writing. The Additional Sale Election Notice shall set forth the aggregate purchase price principal amount of Additional Notes to be sold to the Buyers (the "ADDITIONAL NOTE ISSUANCE AMOUNT") on an Additional Closing Date (as defined in Section 1(c)); provided, however, that (A) the sum of the Initial Additional Note Issuance Amount and the aggregate principal amount of all other Additional Notes issued to the Buyers does not exceed the Aggregate Additional Note Issuance Amount, and (B) the sum of the Additional Note Issuance Amount and the aggregate principal amount of all other Notes issued in the same calendar month as the Additional Closing Notes, Date for the Additional Note Issuance Amount shall not exceed $2,000,000, subject to increase upon unanimous written approval by the Buyers (the limitations on the Additional Note Issuance Amount set forth in the immediately preceding clauses (A) and (B) being together referred to as the "ADDITIONAL NOTE ISSUANCE AMOUNT LIMITATIONS"). Subject The Additional Sale Election Notice shall also set forth (i) the Company's principal amount of Additional Notes to be purchased (subject to the terms limitations provided in the next sentence), and (ii) the Additional Closing Date for the purchase and sale of Additional Notes pursuant to such Additional Sale Election Notice (determined as provided in Section 1(c) below). In the event that the Company delivers an Additional Sale Election Notice in accordance with the foregoing, subject to the conditions of set forth in this AgreementSection 1(b) and Sections 1(c), 8 and 9 below, then with respect to each Additional PurchaserSale Election Notice, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees to shall issue and sell to such Additional Purchaser at each Buyer, and each Buyer agrees to purchase from the Company, on the applicable Subsequent ClosingAdditional Closing Date (an "ADDITIONAL CLOSING"), an Additional Note, dated as of the date of the applicable Subsequent Closing Date, Note in the original a principal amount equal to the dollar amount product of the Additional Note Issuance Amount, multiplied by such Buyer's allocation percentage (as set forth opposite such Additional Purchaser’s Buyer's name under the heading “Subsequent Closing Note Principal Amount” on Schedule B hereto in exchange for cash in the amount set forth opposite fourth column on the Schedule of Buyers (such Additional Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule B. Schedule B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the purchase price of the Additional NotesBuyer's "ALLOCATION PERCENTAGE"). The aggregate purchase price (the "ADDITIONAL PURCHASE PRICE") of the Additional Notes at the applicable Additional Closing shall be equal to $1.00 for all each $1.00 of principal amount of the Additional Notes purchased under purchased. As used in this Agreement shall not exceed $2,000,000.Agreement, "