Common use of Second Closing Clause in Contracts

Second Closing. The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

Second Closing. The (a) Subject to the terms and conditions of this Agreement, the second closing purchase and sale of Series E Preferred Stock (as specified on Schedule A attached hereto) shall take place on or before June 30, 2013 (the “Second Closing” and ”, together with the Initial Closing, each a “Closing”) ), upon such date determined by the Board of Directors of the transactions contemplated hereby Company, who shall be held at determine the offices Second Closing Date no later than June 15, 2013. The Company shall provide the Investors with written notice of Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 scheduled Second Closing at least fifteen (including 15) days prior to the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, scheduled Second Closing. The date of the Second Closing is herein referred to as the “Second Closing Date.” and together with The parties hereto agree that the Investors participating in the Initial Closing Datemay, each a “but are not required to, participate in the Second Closing Date”), or at such other time and place as up to the Company and full amount of their pro rata share of the Investors mutually agree uponfunds to be invested therein. At the Second Closing, each Investor RMI (as defined below) shall pay the Company the applicable Total Purchase Price match any and all investment proceeds by Exchange of the an aggregate principle amount of the Outstanding Convertible Notes up to $6,000,000 subject to satisfaction of RMI’s condition as set forth next in Sections 4(B)4.7, 4(C)4.6 and 6.6 of this Agreement (“RMI’s condition”). In the event that the aggregate amount of non-RMI investment proceeds received by the Company exceeds $6,000,000 RMI agrees to use its commercially reasonable efforts to obtain additional financing to match such Investor’s name on Schedule I-B hereto. extension. (b) At the Second Closing, the Company shall deliver to each Investor purchaser participating therein a single stock certificate representing the number shares of Shares purchased by Series E Preferred Stock that such Investor is purchasing at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in Closing (the name of such Investor, or in such nominee’s or nominees’ name(s“Second Closing Shares”) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange wire transfer or check to a non-interest bearing client trust bank account maintained by Xxxxxxxxxx, by check or by a combination of the aggregate principle foregoing. Upon receipt of the full amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor purchase price at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held Closing from all Investors (other than those who pay by such Investor check) and satisfaction of the closing conditions set forth next in Section 6, as confirmed by the certificate delivered by the Company to such Investor’s name on Schedule I-B is cancelled the Investors as set forth in Section 6.4, Xxxxxxxxxx, acting as the escrow agent, shall release an amount equal to the aggregate purchase price received from the Investors to the Company no later than two (2) business days after the receipt of the funds in connection with the Second Closing and all principal and interest outstanding thereunder checks delivered in payment therefor shall be Exchanged as reflected on Schedule I-B as deemed to be released to the Company contemporaneously therewith. In the event that the full amount of the purchase price is not received within five (5) business days of the scheduled Second Closing Date; provided that Closing, then Xxxxxxxxxx, as the escrow agent, shall return all funds to the extent only a portion of Investors in the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of amounts provided by each Investor in connection with the Second Closing DateClosing, then without interest and the Company shall issue a new convertible promissory note will return to such each Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note who paid by check its or Notes after giving effect to the Exchange contemplated herebyhis check.

Second Closing. The second (a) If the Discharge shall not have occurred prior to the Second Closing Date (and the Second Closing shall not occur if the Discharge has occurred), the issuance of the Second Lien Second Closing Shares and the Note Purchaser Second Closing Shares (both as defined below) shall take place at a closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall to be held at the offices of Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 Offices (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such any other time and place location as agreed in writing by the Company and the Investors mutually agree upon. At Majority Second Lien Shareholders) at 10:00 a.m., Eastern Standard Time on the Second Closing, each Investor shall pay the Closing Date. The Company the applicable Total Purchase Price by Exchange will provide notice of the aggregate principle amount of Second Closing to the Outstanding Convertible Notes as set forth next New Shareholders at least five Business Days prior to such Investor’s name on Schedule I-B hereto. the Second Closing Date. (b) At the Second Closing, the Company shall issue and deliver to each Investor the Second Lien Shareholders, certificates representing a single stock certificate representing the number of Shares purchased by such Investor at the Second ClosingSeries B Ordinary Shares, credited as set forth next fully paid, equal to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment 7.50% of the purchase price therefor by the Exchange First Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a number of Series B Preference Shares, credited as fully paid, equal to 7.50% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Second Lien Second Closing Shares”). The Second Lien Second Closing Shares shall be allocated ratably, including fractional shares, to each Second Lien Shareholder according to the aggregate principle principal amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such InvestorSecond Lien Shareholder’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B Loans as of the Second Closing Date; provided that . With respect to Series B Ordinary Shares issued at the Second Closing, the Second Lien Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preference Shares issued at the Second Closing, the Second Lien Shareholders shall receive Series B1 Preference Shares unless they elect to receive Series B2 Preference Shares. Such elections shall be made by notice to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of Company at least two Business Days prior to the Second Closing Date. (c) At the Second Closing, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect deliver to the Exchange contemplated hereby.Note Purchaser Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 0.83% of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a number of Series B Preference Shares, credited as fully paid, equal to 0.83% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places

Second Closing. (i) The second closing (Company shall have the “right, but not the obligation, to request that the Second Closing” and together with Closing Investors agree to purchase $5,000,000 in aggregate principal amount of Second Closing Notes at any time on or prior to the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived Subsequent Closing Deadline in accordance with this Agreement Section 2.1(b). (ii) In the event that the Company desires to request that the Second Closing Investors purchase the Second Closing Notes pursuant to this Section 2.1(b), the Company shall deliver each Second Closing Investor written notice of such daterequest (a “Second Closing Request”) on or prior to the date that is fifteen (15) Business Days prior to the Subsequent Closing Deadline, which Second Closing Request shall (x) set forth the Company’s irrevocable offer to sell the Second Closing Notes to the Second Closing Investors in accordance with this Section 2.1(b), and (y) specify the closing date for such sale of Second Closing Notes hereunder (the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as which Second Closing Date (A) shall not be earlier than the Company and fifteenth (15th) Business Day following the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as delivery of the Second Closing Election Notice to the Company, and all principal and interest outstanding thereunder (B) shall not be Exchanged as reflected on Schedule I-B as of later than the Subsequent Closing Deadline. (iii) In the event that the Company shall timely deliver a Second Closing Request to the Second Closing Date; provided that Investors in accordance with the foregoing, each Second Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, of Second Closing Notes in principal amount equal to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the amount set forth across from such Second Closing DateInvestor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors (with respect to any particular Second Closing Investor, then such Second Closing Notes are herein referred to as such Second Closing Investor’s “Applicable Second Closing Notes”). In the event that any Second Closing Investor desires to purchase such Second Closing Investor’s Applicable Second Closing Notes, such Second Closing Investor must deliver written notice to the Company shall issue of its election to purchase such Second Closing Investor’s Applicable Second Closing Notes hereunder (a new convertible promissory note to such Investor reflecting “Second Closing Election Notice”) no later than five (5) Business Days after the remaining principal Company’s request and interest outstanding under such Outstanding Convertible Note or Notes after giving effect in no event later than ten (10) Business Days prior to the Exchange contemplated herebySubsequent Closing Deadline, which Second Closing Election Notice shall specify that such Second Closing Investor is exercising its right under this Section 2.1(b) to purchase such Second Closing Investor’s Applicable Second Closing Notes (any Second Closing Investor that shall so deliver a Second Closing Election Notice to the Company in accordance with the foregoing is herein referred to as an “Exercising Second Closing Investor”).

Second Closing. 2.1 The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby purchase and sale described in Section 1 shall be held take place at the offices of Fenwick & West Pillsbury Winthrop LLP, 000 Xxxxxxxxxx Xxxxxx700 X. Xxxxxxxx St., Xxxxxxxx XxxxSuite 2800, Xxxxxxxxxx 00000 within one business day following Los Angeles, California, at 10:00 a.m., local time, on March 19, 2002, concurrently with the date on which the last execution of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and both of the Additional Investors may mutually agree upon. At (the “Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto”). At the Second Closing, the Company shall deliver to each Additional Investor a single stock certificate representing the number of Additional Shares purchased by such Investor at the Second Closing, as set forth next to opposite such Additional Investor’s name on Schedule I-B heretoA, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s(i) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor and interest thereon by each Additional Investor by wire transfer of immediately available funds made pursuant to the Exchange Company’s instructions or by cancellation of indebtedness, and (ii) executed counterparts to this Addendum, that certain Amended and Restated Investors’ Rights Agreement by and among the aggregate principle amount Company, the Founders (as defined therein) and the persons listed therein and that certain Right of First Refusal and Co-Sale Agreement by and among the Outstanding Convertible Notes being Exchanged Company, the Founders (as defined therein) and the persons listed therein and its amendment dated of even date herewith. In the event that payment by an Additional Investor is made, in whole or in part, by cancellation of indebtedness, then except as otherwise provided herein, such applicable Additional Investor shall surrender to the Company for cancellation at the Second Closing, any evidence of such indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. Each In addition, at the Second Closing, the Company shall deliver to each Early Investor agrees that each such Outstanding Convertible Note or Notes held by such a certificate representing the number of Additional Early Investor and Shares set forth next to opposite such Early Investor’s name on Schedule I-B is cancelled B, in lieu of paying cash as interest on such Early Investor’s purchase price amount. 2.2 No additional shares of Series D-1 Preferred Stock shall be sold after the Second Closing absent the prior written consent of SMDI. 2.3 Effective as of the Second Closing Closing, SMDI and the Company hereby agree that the Loan Agreement and the related Warrant for 300,000 shares of Series D-1 Preferred Stock issued by the Company to SMDI as of the same date (the “Warrant”), are each cancelled and terminated in all principal respects, and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B are without further legal effect. Further, effective as of the Second Closing Date; provided Closing, SMDI and the Company hereby unconditionally release each other of any and all claims, liabilities and obligations arising from the Loan Agreement and the Warrant. SMDI represents in this regard that it has not transferred the Warrant to any third party nor assigned any of its rights or obligations under the Loan Agreement or the Warrant to any third party, and that no consent of a third party is necessary to carry out the actions described above. In furtherance and not in limitation of the above, immediately following the Second Closing, SMDI shall tender to the extent only a portion Company its original copies of the principal Loan Agreement and interest outstanding thereunder the Warrant, each of which shall be converted or exchanged prominently marked as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby“Cancelled”.

Second Closing. (i) The second closing (Company shall have the “right, but not the obligation, to elect that the Second Closing” and together with Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Second Closing Notes at any time on or prior to the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived Subsequent Closing Deadline in accordance with this Agreement Section 2.1(b). (ii) In the event that the Company desires to elect that the Second Closing Investors purchase the Second Closing Notes pursuant to this Section 2.1(b), the Company shall deliver each Second Closing Investor written notice of such dateelection (a “Second Closing Election Notice”) on or prior to the date that is 45 calendar days prior to the Subsequent Closing Deadline, which Second Closing Request shall (x) set forth the Company’s irrevocable offer to sell the Second Closing Notes to the Second Closing Investors in accordance with this Section 2.1(b), and (y) specify the closing date for such sale of Second Closing Notes hereunder (the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time which Second Closing Date (A) shall not be earlier than the 30th calendar day following the delivery of the Second Closing Election Notice to the Company, and place as (B) shall not be later than the Subsequent Closing Deadline. (iii) In the event that the Company and the Investors mutually agree upon. At shall timely deliver a Second Closing Election Notice to the Second ClosingClosing Investors in accordance with the foregoing, each Second Closing Investor shall pay have the Company the applicable Total Purchase Price by Exchange obligation to purchase all of the aggregate principle Second Closing Notes in the principal amount of equal to the Outstanding Convertible Notes as amount set forth next to across from such Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule I-B hereto. At of Investors. (iv) Upon the Second Closing Investors’ receipt of the Second Closing Election Notice pursuant to clause (ii) above, the Company shall become irrevocably obligated to issue, sell and deliver to the Second Closing Investors their respective Second Closing Notes on the Second Closing Date on the terms and conditions set forth herein. (v) Subject to the terms and conditions set forth in this Agreement, at the Second Closing, the Company shall deliver issue and sell to each Second Closing Investor, and each such Second Closing Investor a single stock certificate representing shall, severally and not jointly, purchase from the number of Shares purchased by Company, each such Investor at Second Closing Investor’s Second Closing Notes in the Second Closing, as principal amount set forth next to across from each such Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule I-B heretoof Investors, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the at a purchase price therefor by equal to the Exchange of the aggregate principle principal face amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closingthereof. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor The date and set forth next to such Investor’s name on Schedule I-B is cancelled as time of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected 10:00 a.m. (New York time) on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion . The Second Closing shall take place by delivery of the principal and interest outstanding thereunder shall items to be converted or exchanged as reflected on Schedule I-B as of delivered at the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note by facsimile or Notes after giving effect to the Exchange contemplated herebyother electronic transmission.

Second Closing. The second purchase and sale of Notes equal to the remaining portion of the Initial Loan Commitment Amounts and Pro Rata Portions, shall take place at the offices of SNR Xxxxxx US LLP, located at Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000. Such closing (the “Second Closing” and together with ”), will take place no earlier than March 31, 2011, on not less than 10 days written notice from the Initial Closing, each a “Closing”) Company of its intent to draw such funds. The date of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, Second Closing is referred to herein as the “Second Closing Date.” At the Second Closing the Company shall sell Notes to each (i) Participating Lender in an aggregate principal amount equal to the remaining portion of such Participating Lender’s First Loan Commitment Amount and (ii) Participating Stockholder in an aggregate principal amount equal to the remaining portion of such Participating Stockholder’s Pro Rata Portion, by delivering to each Participating Lender (including each Participating Stockholder) a Note in the face amount indicated next to such Participating Lender’s (and Participating Stockholders’) name on Schedule 1.2 (as amended) together with the Initial Closing Dateother documents referenced in Section 4.1 hereof, each and in exchange therefor such Participating Lender or Participating Stockholder shall make a “Closing Date”)payment at that time, or at such other time and place as by wire transfer payable to the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle principal amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor it at the Second Closing. Each Investor agrees that The Notes shall be registered in each such Outstanding Convertible Note Participating Lender’s or Notes held by such Investor and set forth next to such InvestorParticipating Stockholder’s name on Schedule I-B is cancelled or the name of its nominee(s) in such denominations as of such Participating Lender or Participating Stockholder shall request pursuant to instructions delivered to the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of Company not less than two (2) days prior to the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

Second Closing. The second sale and purchase of the Series E Notes to be purchased by each Purchaser of a Series E Note (each such Purchaser of a Series E Note, a “Series E Purchaser”) and the sale and purchase of the Series F Notes to be purchased by each Purchaser of a Series F Note (each such Purchaser of a Series F Note, a “Series F Purchaser”; the Series E Purchasers and the Series F Purchasers, collectively, the “Second Closing Purchasers”) shall occur at a closing (the “Second Closing” ”; the First Closing and together with the Initial Second Closing, each each, a “Closing”) of the transactions contemplated hereby shall to be held not later than 1:00 p.m. New York time (the Second Closing Purchasers’ reinvestment deadline) at the offices of Fenwick Xxxxxx, Xxxxx & West Bockius LLP, 000 Xxxxxxxxxx 101 Xxxx Xxxxxx, Xxxxxxxx Xxx Xxxx, Xxxxxxxxxx 00000 within one business day following the date Xxx Xxxx 00000-0000 on which the last of the conditions set forth in Articles 6 and 7 March 22, 2018 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” ”; the First Closing Date and together with the Initial Second Closing Date, each each, a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall will deliver to each Investor a single stock certificate representing Second Closing Purchaser the number of Shares Notes to be purchased by such Investor Second Closing Purchaser at the Second Closing, Closing in the form of a single Note for each series of Notes to be purchased by such Purchaser at the Second Closing (or such greater number of Notes of each applicable series in denominations of at least $100,000 as set forth next to such InvestorSecond Closing Purchaser may request) dated the Second Closing Date and registered in such Second Closing Purchaser’s name on Schedule I-B hereto, such stock certificate to be registered (or in the name of such Investorits nominee), or in such nominee’s or nominees’ name(s) as designated against delivery by such Investor in writing Second Closing Purchaser to the Company or its order of immediately available funds in the Investor Suitability Questionnaire, against payment amount of the purchase price therefor by wire transfer of immediately available funds for the Exchange account of the aggregate principle amount Company in accordance with the wire instructions set forth in the Funding Instruction Letter delivered by the Company in connection with such Second Closing. If at the Second Closing the Company shall fail to tender such Notes to any Second Closing Purchaser as provided above in this Section 3.2, or any of the Outstanding Convertible conditions specified in Section 4 shall not have been fulfilled to such Second Closing Purchaser’s satisfaction, such Second Closing Purchaser shall, at its election, be relieved of all further obligations under this Agreement with respect to the Notes being Exchanged to be purchased by such applicable Investor Second Closing Purchaser at the Second Closing. Each Investor agrees that each , without thereby waiving any rights such Outstanding Convertible Note or Notes held Second Closing Purchaser may have by such Investor and set forth next reason of any of the conditions specified in Section 4 not having been fulfilled to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted Purchaser’s satisfaction or exchanged as reflected on Schedule I-B as of the Second Closing Date, then such failure by the Company shall issue a new convertible promissory note to tender such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated herebyNotes.