Common use of Subsequent Closing Clause in Contracts

Subsequent Closing. Following the Initial Closing, each Purchaser shall (severally, and not jointly) purchase its Pro Rata Portion of additional Notes with an aggregate original principal amount of Seven Hundred Thirty Five Thousand Dollars ($735,000) for an aggregate purchase price of Five Hundred Twenty Five Thousand Dollars ($525,000) subject to the terms and conditions of such purchase being mutually satisfactory to the Company and the Purchasers and that in no event shall, after giving effect to any such sale, the aggregate outstanding original principal amount of all Notes exceed the Maximum Principal Amount (the “Subsequent Closing”), and provided further that each Purchaser shall be offered terms in respect of its participation in Subsequent Closing(s) which are at least as favorable as the terms applicable to any other purchaser (a “Subsequent Purchaser”) in the Subsequent Closing. Following such Subsequent Closing, Exhibit B hereto shall be amended to include the Notes purchased by the applicable Purchasers at such Subsequent Closing. The Subsequent Closing shall be on a date mutually satisfactory to the Company and the Purchasers; provided, however, such date shall take place no later than the earlier of the Merger Effective Date or the Merger Termination Date.” d. Section 4.13 of the Note Purchase Agreement is hereby amended by deleting Section 4.13 in its entirety and replacing with the following:

Subsequent Closing. Following the Initial Closing, each Purchaser shall (severally, and not jointly) purchase its Pro Rata Portion of additional Notes with an aggregate original principal amount of Seven Six Hundred Thirty Five Fifty Six Thousand Two Hundred Fifty Dollars ($735,000656,250) for an aggregate purchase price of Five Hundred Twenty Five Thousand Dollars ($525,000) subject to the terms and conditions of such purchase being mutually satisfactory to the Company and the Purchasers and that in no event shall, after giving effect to any such sale, the aggregate outstanding original principal amount of all Notes exceed the Maximum Principal Amount (the “Subsequent Closing”), and provided further that each Purchaser shall be offered terms in respect of its participation in Subsequent Closing(s) which are at least as favorable as the terms applicable to any other purchaser (a “Subsequent Purchaser”) in the Subsequent Closing. Following such Subsequent Closing, Exhibit B hereto shall be amended to include the Notes purchased by the applicable Purchasers at such Subsequent Closing. The Subsequent Closing shall be on a date mutually satisfactory to the Company and the Purchasers; provided, however, such date shall take place no later than the earlier of the Merger Effective Date or the Merger Termination Date.” d. Section 4.13 of the Note Purchase Agreement is hereby amended by deleting Section 4.13 in its entirety and replacing with the following:

Subsequent Closing. Following The sale and purchase of the Subsequent Purchased Shares shall be effected by the Seller delivering to the Purchaser at or prior to the Subsequent Closing (as defined below) (i) duly executed certificates or other instruments evidencing the Subsequent Purchased Shares with instruments of transfer reasonably satisfactory to the Purchaser (duly endorsed or otherwise in such form sufficient for transfer), and (ii) an assignment of Seller’s rights (to the extent assignable) relating to the Subsequent Purchased Shares pursuant to the Registration Rights Agreement in the form attached hereto as Exhibit A, against delivery by the Purchaser to the Seller of the Subsequent Purchase Price. The closing of such sale and purchase of the Subsequent Purchased Shares (the “Subsequent Closing” and together with the Initial Closing, each Purchaser shall (severally, and not jointly) purchase its Pro Rata Portion of additional Notes with an aggregate original principal amount of Seven Hundred Thirty Five Thousand Dollars ($735,000) for an aggregate purchase price of Five Hundred Twenty Five Thousand Dollars ($525,000) subject to the terms and conditions of such purchase being mutually satisfactory to the Company and the Purchasers and that in no event shall, after giving effect to any such sale, the aggregate outstanding original principal amount of all Notes exceed the Maximum Principal Amount (the a “Subsequent Closing”), and provided further that each Purchaser shall be offered terms in respect of its participation in Subsequent Closing(s) which are at least as favorable as the terms applicable to any other purchaser (a “Subsequent Purchaser”) in the Subsequent Closing. Following such Subsequent Closing, Exhibit B hereto shall be amended to include the Notes purchased by the applicable Purchasers at such Subsequent Closing. The Subsequent Closing shall be on a date mutually satisfactory to the Company and the Purchasers; provided, however, such date shall take place no later than 10:00 a.m., New York time, on October 4, 2023, remotely by the earlier exchange of documentation or by such other means or at such other time as the Parties shall mutually agree (the date of the Merger Effective Date or Subsequent Closing, the Merger Termination “Subsequent Closing Date.” d. Section 4.13 of the Note Purchase Agreement is hereby amended by deleting Section 4.13 in its entirety ” and replacing together with the following:Initial Closing Date, each a “Closing Date”).

Subsequent Closing. Following On each Subsequent Closing Date, upon the Initial Closing, each Purchaser shall (severally, terms and not jointly) purchase its Pro Rata Portion of additional Notes with an aggregate original principal amount of Seven Hundred Thirty Five Thousand Dollars ($735,000) for an aggregate purchase price of Five Hundred Twenty Five Thousand Dollars ($525,000) subject to the terms conditions set forth herein, the Company agrees to sell, and conditions the Purchaser, agrees to purchase, up to $4.0 million of Shares and Warrants (the “Subsequent Offering Amount”). At least three Trading Days prior to such Subsequent Closing, the Purchaser shall provide a written notice (which may be delivered electronically) to the Company of their intention to purchase such additional Shares and Warrants and the extent of such additional purchase being mutually satisfactory (“Subsequent Purchase Notice”). At such Subsequent Closing, the Company shall deliver to the Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(c), and the Company and the Purchasers and that in no event shall, after giving effect to any such sale, the aggregate outstanding original principal amount of all Notes exceed the Maximum Principal Amount (the “Subsequent Closing”), and provided further that each Purchaser shall be offered terms deliver the other items set forth in respect of its participation in Subsequent Closing(s) which are Section 2.2 deliverable at least as favorable as the terms applicable to any other purchaser (a “Subsequent Purchaser”) in the Subsequent Closing. Following such Subsequent ClosingUpon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, Exhibit B hereto shall be amended to include the Notes purchased by the applicable Purchasers at such Subsequent Closing. The Subsequent Closing shall be on a date occur at the offices of Company Counsel or such other location as the parties shall mutually satisfactory to agree. Upon satisfaction of the Company covenants and conditions set forth in Sections 2.2 and 2.3, the Purchasers; provided, however, such date Subsequent Closing shall take place no later than the earlier remotely by electronic transfer of the Merger Effective Date or Subsequent Closing documentation. Notwithstanding anything contained in this Agreement, a Subsequent Closing may take place only (i) within a period of 24 months after the Merger Termination Initial Closing Date; and (ii) when the aggregate Subsequent Offering Amount for all the Subsequent Closings has not exceeded $16,000,000, unless waived by the Purchaser.” d. Section 4.13 of the Note Purchase Agreement is hereby amended by deleting Section 4.13 in its entirety and replacing with the following: