Common use of Purchase of Convertible Debentures Clause in Contracts

Purchase of Convertible Debentures. Subject to the satisfaction (or waiver) of the conditions set forth in 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 at each Closing Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule of Buyers attached as Schedule I hereto. Solely with respect to the Third Closing, in the event that the number of Conversion Shares registered for resale by a Buyer on the Registration Statement multiplied by the average volume weighted average price of the Common Stock on the Principal Market during the five (5) consecutive Trading Days immediately prior to the effective date of the Registration Statement is less than one and a half (1.5) times the sum of the aggregate face value of Convertible Debentures purchased by the Buyer at the First Closing and the Second Closing which remain outstanding, and the aggregate face value of the Convertible Debentures to be issued to the Buyer at the Third Closing (such event shall be referred to as a “Coverage Failure”), then the amount of Convertible Debentures to be issued and sold at the Third Closing to such Buyer shall automatically be reduced to the lowest amount which would not result in a Coverage Failure. For the avoidance of doubt, no adjustment shall be made to any Convertible Debentures previously issued at the First Closing and the Second Closing as a result in a Coverage Failure.

Purchase of Convertible Debentures. Section 1(a) of the Securities Purchase Agreement shall be amended to read: “Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each the Buyer, and each the Buyer severally, but not jointly, agrees to purchase from the Company at each Closing Convertible Debentures in the amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on the Schedule of Buyers attached as Schedule I hereto. Solely with respect to the Third Closing, in the event that the number of Conversion Shares registered for resale by a the Buyer on the Registration Statement multiplied by the average volume weighted average price of the Common Stock on the Principal Market during the five (5) consecutive Trading Days immediately prior to the effective date of the Registration Statement is less than one and a half (1.5) times the sum of the aggregate face value of Convertible Debentures purchased by the Buyer at the First Closing and the Modified Second Closing which remain outstanding, and the aggregate face value of the Convertible Debentures to be issued to the Buyer at the Third Closing (such event shall be referred to as a “Coverage Failure”), then the amount of Convertible Debentures to be issued and sold at the Third Closing to such Buyer shall automatically be reduced to the lowest amount which would not result in a Coverage Failure. For the avoidance of doubt, no adjustment shall be made to any Convertible Debentures previously issued at the First Closing and or the Modified Second Closing as a result in a Coverage Failure.” 2.2 Closing Dates. Section 1(b) of the Securities Purchase Agreement shall be amended to read: “Each Closing of the purchase of Convertible Debentures by the Buyer shall occur at the offices Yorkville Advisors Global, LP, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000. The date and time of each Closing shall be as follows: (i) the First Closing shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “First Closing Date”), (ii) the Modified Second Closing shall be 10:00 a.m., New York time, on the first (1st) Business Day after the date on which the New Registration Statement is first filed with the SEC, provided the conditions to the Closing are satisfied (or such other date as is mutually agreed to by the Company and the Buyer) (the “Modified Second Closing Date”), and (iii) the Third Closing shall be 10:00 a.m., New York time, on the first (1st) Business Day after the date on which the New Registration Statement is first declared effective by the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied (or such other date as is mutually agreed to by the Company and the Buyer) (the “Third Closing Date” and collectively referred to as the “Closing Date”). As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.” 2.3 Modified Second Closing Condition. Section 7(m) of the Securities Purchase Agreement shall be amended to read: “Solely with respect to the Modified Second Closing, the Company shall have filed, or certified that it will file on the Modified Second Closing Date, the New Registration Statement with the SEC materially in compliance with the rules and regulations promulgated by the SEC for filing thereof and addressing all the comments received by the SEC. 2.4

Purchase of Convertible Debentures. Subject to the satisfaction (or waiver) of the conditions set forth in 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 at each Closing Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule of Buyers attached as Schedule I hereto. Solely with respect to the Third Closing, in the event that the number of Conversion Shares registered for resale by a Buyer on the Registration Statement multiplied by the average volume weighted average price of the Common Stock on the Principal Market during the five (5) consecutive Trading Days immediately prior to the effective date of the Registration Statement is less than one and a half three (1.53.0) times the sum of the aggregate face value of Convertible Debentures purchased by the Buyer at the First Closing and the Second Closing which remain remains outstanding, and the aggregate face value of the Convertible Debentures to be issued to the Buyer at the Third Closing (such event shall be referred to as a “Coverage Failure”), then the amount of Convertible Debentures to be issued and sold at the Third Closing to such Buyer shall automatically be reduced to the lowest amount which would not result in a Coverage Failure. For the avoidance of doubt, no adjustment shall be made to any Convertible Debentures previously issued at the First Closing and the Second Closing as a result in a Coverage Failure.

Purchase of Convertible Debentures. Subject to the satisfaction (or waiver) of the conditions set forth in 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 at each Closing Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule of Buyers attached as Schedule I hereto. Solely with respect to the Third Second Closing, in the event that the number of Conversion Shares registered for resale by a Buyer on the Registration Statement multiplied by the average volume weighted average price of the Common Stock on the Principal Market during the five (5) consecutive Trading Days immediately prior to the effective date of the Registration Statement is less than one and a half (1.5) times the sum of the aggregate face value of Convertible Debentures purchased by the Buyer at the First Closing and the Second Closing which remain outstanding, and the aggregate face value of the Convertible Debentures to be issued to the Buyer at the Third Second Closing (such event shall be referred to as a “Coverage Failure”), then the amount of Convertible Debentures to be issued and sold at the Third Second Closing to such Buyer shall automatically be reduced to the lowest amount which would not result in a Coverage Failure, except if the Buyer waives such Coverage Failure. For the avoidance of doubt, no adjustment shall be made to any Convertible Debentures previously issued at the First Closing and the Second Closing as a result in a Coverage Failure.

Purchase of Convertible Debentures. Section 1(a) of the Securities Purchase Agreement shall be amended to read: “Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each the Buyer, and each the Buyer severally, but not jointly, agrees to purchase from the Company at each Closing Convertible Debentures in the amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on the Schedule of Buyers attached as Schedule I hereto. Solely with respect to the Third Closing, in the event that the number of Conversion Shares registered for resale by a the Buyer on the Registration Statement multiplied by the average volume weighted average price of the Common Stock on the Principal Market during the five (5) consecutive Trading Days immediately prior to the effective date of the Registration Statement is less than one and a half (1.5) times the sum of the aggregate face value of Convertible Debentures purchased by the Buyer at the First Closing and the Modified Second Closing which remain outstanding, and the aggregate face value of the Convertible Debentures to be issued to the Buyer at the Third Closing (such event shall be referred to as a “Coverage Failure”), then the amount of Convertible Debentures to be issued and sold at the Third Closing to such Buyer shall automatically be reduced to the lowest amount which would not result in a Coverage Failure. For the avoidance of doubt, no adjustment shall be made to any Convertible Debentures previously issued at the First Closing and or the Modified Second Closing as a result in a Coverage Failure.”