Common use of The Closings Clause in Contracts

The Closings. (a) An initial closing (the “Stage I Closing”) hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (such date sometimes being referred to herein as the “Stage I Closing Date”). (b) A second closing (the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closing.

The Closings. Subject to the terms and conditions of this Agreement: (a) An initial Unless a different date is agreed to by the parties hereto, the closing of the sale and purchase of the Tranche 1 Interests (the “Stage I Tranche 1 Closing”) hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will shall take place by facsimile transmission of executed copies on the date which is the fifth Business Day after the satisfaction or waiver (subject to applicable Law) of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after latest to occur of the conditions set forth in Sections 7.1 Section 7.1, Section 7.2 and Section 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing (other than conditions that relate to actions to be held taken, or documents to be delivered, at the Tranche 1 Closing, but subject to the satisfaction or waiver thereof) at the offices of Skadden, Arps, Slate, Xxxxxxx XxXxxxxxx & Xxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the date that the Tranche 1 Closing occurs, the “Tranche 1 Closing Date”); and (b) Unless a different date is agreed to by the parties hereto, the closing of the sale and purchase of the Tranche 2 Interests (the “Tranche 2 Closing”) shall take place on the date which is the fifth Business Day after the satisfaction or waiver (subject to applicable Law) of the latest to occur of the conditions set forth in Section 7.4, Section 7.5 and Section 7.6 hereof (other than conditions that relate to actions to be taken, or documents to be delivered, at the Tranche 2 Closing, but subject to the satisfaction or waiver thereof) at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, XX Xxx Xxxx, Xxx Xxxx 00000 (such the date sometimes being referred to herein as that the Tranche 2 Closing occurs, the “Stage I Tranche 2 Closing Date”). (b) A second closing (the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closing.

The Closings. (a) An initial The first closing (the “Stage I "First Closing”") hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof Preferred Shares will take place by facsimile transmission at the offices of executed copies Xxxxx, Danzig, Scherer, Xxxxxx & Perreti LLC, One Speedwell Avenue, Morristown, New Jersey, on the date of the documents contemplated hereby delivered on either (i) May 13execution of this Agreement, 2011 subject to the prior satisfaction or (ii) if on such date waiver of all conditions to the conditions precedent First Closing set forth in Sections 7.1 5 and 7.3 7 hereof have (other than any such conditions which, by their terms, cannot been be satisfied until the First Closing), or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 at such other time and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (such date sometimes being referred to herein place as the “Stage I Corporation and the Purchaser may agree. The date on which the First Closing occurs is referred as to the "First Closing Date”). (b) A " The second closing (the “Stage II "Second Closing”") hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof Additional Shares will take place by facsimile transmission at the offices of executed copies of the documents contemplated hereby delivered Xxxxx, Danzig, Scherer, Xxxxxx & Perreti LLC, One Speedwell Avenue, Morristown, New Jersey, on either (i) the date determined by the Corporation that is no sooner the first business day (which shall not be later than the later January 31, 2002) following satisfaction or waiver of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice all conditions to the Investors setting forth the date scheduled for the Stage II Second Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 5, 6 and 7.4 7 hereof have (other than any such conditions which, by their terms, cannot been be satisfied until the Second Closing), or waivedat such other time and place as the Corporation and the Purchaser may agree. The date on which the Second Closing occurs is referred to as the "Second Closing Date". In the event that the Purchaser purchases the Additional Shares by instalment as permitted in Section 2.2(c) the closing hereunder with respect to the Additional Shares (the "Instalment Closings"), no later than will take place on January 31, 2002 with respect to the first instalment, on April 30, 2002 with respect to the second instalment, on July 31, 2002 with respect to the third (3d) instalment and on January 31, 2003 with respect to the fourth instalment, or the business day after date immediately following if any such date is not a business date upon satisfaction or waiver of all of the conditions set forth in Sections 7.1 Section 5, 6 and 7.4 7 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner other than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent condition set forth in Sections 7.1 Section 6.2 and 7.5 hereof have other than any such conditions which, by their terms, cannot been be satisfied or waived, no later than until the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Instalment Closing). Any date on which an Instalment Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) occurs is referred to as a “Subsequent an "Instalment Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each ClosingDate".

The Closings. (a) An initial The closing of the sale and purchase of the Preferred Shares under this Agreement (the “Stage I "First Closing”") hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will shall take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLPHale xxx Dorr XXX, Xxx Xxxxxxx The Willxxx Xxxxxx Xxxxxxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XxxxxxX.X., XX 00000 (Xxxxxxxxxx, X.X. xx 9:00 a.m. on July 2, 1999, or at such other time, date sometimes being referred and place as are mutually agreeable to herein as the “Stage I Closing Date”). (b) A second Company and the Purchasers, but in no event later than July 31, 1999. The closing of the sale and purchase of the Common Share under this Agreement (the “Stage II "Second Closing”") hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will shall take place by facsimile transmission at said offices of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) Hale xxx Dorr XXX at 9:00 a.m. two business days following the Stage I Closing Date termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and (B) fifteen (15) business days after the Corporation delivers written notice place as are mutually agreeable to the Investors setting forth Company and Vulcan. At each Closing, the date scheduled Company shall deliver to each of the Purchasers or Vulcan, as the case may be, one or more certificates for the Stage II number of Shares being purchased at such Closing by such Purchaser, registered in the name of such Purchaser, against payment to the Company of the Purchase Price, by wire transfer, check, cancellation of indebtedness or (ii) if on such date other method acceptable to the Company. The dates of the Closings are hereinafter referred to as the "First Closing Date" and the "Second Closing Date". If at the Closings any of the conditions precedent set forth specified in Sections 7.1 and 7.4 hereof have 5, 6, 7 or 8, as applicable, shall not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of referencefulfilled, each of the Stage I ClosingPurchasers shall, Stage II Closingat his, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” andher or its election, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill be relieved of all of his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by under this Agreement without thereby waiving any other rights he, she or it may have by reason of such failure or such non-fulfillment. (b) The Company may sell, at each any time prior to July 31, 1999, in one or more closings (each, a "Subsequent Closing"), up to 2,121,952 additional Preferred Shares at the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Stage II Closing and the Stage III Closing (collectivelyCompany. At each Subsequent Closing, the “Future Funding Obligations”), then (i) all shares of the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Stock then held Shares purchased by such Investor Additional Purchaser shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock deemed to be so converted "Preferred Shares" for purposes of this Agreement, and (ii) the Corporation Company shall have cause Exhibit A hereto be amended to reflect the right purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closing, the Company shall deliver to repurchase and each Additional Purchaser a certificate for the number of Preferred Shares being purchased at the Subsequent Closing by such holders shall be required to sell all shares Additional Purchaser, registered in the name of Common Stock issued upon conversion (either pursuant such Additional Purchaser, against payment to the foregoing clause Company of the Purchase Price in the manner specified above. The Company shall deliver to each Purchaser, within 15 days after any Subsequent Closing, written notice of such Subsequent Closing (i) or otherwise) which notice shall specify the names of all each Additional A-1 Purchaser and the number of Preferred Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closingeach).

The Closings. (a) An 2.1 The initial closing (the “Stage I Initial Closing”) hereunder with respect to of the transactions contemplated by Sections 2(a) purchase and 3.1(a) hereof will sale of the Initial Note shall take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of Xxxxxxx XxXxxxxxx Xxxxx Lovells US LLP, Xxxxx Xxxx, Xxxxxxxxxx 00000, X.X.X. on the date hereof. At the Initial Closing, the Company will deliver to the Lender an Initial Note dated the date hereof, against delivery by the Lender (or its designee) to the Company or its order of $2,000,000 in immediately available funds by wire transfer as follows: Bank Name and Address: [Intentionally Omitted.] Beneficiary Name and Address: Aradigm Corporation 0000 Xxxxx Xxxx Xxx Xxxxxxx Xxxxxx, XxxxxxXxxxxxx, XX 00000 (Account Number: [Intentionally Omitted.] ABA/Routing Number [Intentionally Omitted.] SWIFT Code: [Intentionally Omitted.] If at the Initial Closing, the Company shall fail to tender the Initial Note to the Lender as provided above in this Section 2.1, or any of the conditions specified in Section 5 shall not have been fulfilled to the Lender’s reasonable satisfaction, the Lender shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights the Lender may have by reason of such date sometimes being referred to herein as the “Stage I Closing Date”)failure or such nonfulfillment. (b) A second 2.2 The subsequent closing (the “Stage II Subsequent Closing,” and together with the Initial Closing, a “Closing” or the “Closings”) hereunder with respect to of the transactions contemplated by Sections 2(b) purchase and 3.1(b) hereof will sale of the Additional Installment Note shall take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx Xxxxx Lovells US LLP, Xxx Xxxxxxx XxxxxxXxxxx Xxxx, Xxxxxx, XX Xxxxxxxxxx 00000, (X.X.X. on the date thereof sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner later than the later of five (A5) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business calendar days after the Corporation delivers written notice receipt of Positive TPE Results, or at such other time and place as the Company and the Lender mutually agree in writing. At the Subsequent Closing, the Company will deliver to the Investors setting forth Lender the Additional Installment Note dated the date scheduled for of the Stage III Closing Subsequent Closing, against delivery by the Lender to the Company or (ii) if on such date its order of immediately available funds in the conditions precedent amount of $2,000,000 by wire transfer in accordance with the written instructions set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held Section 2.1. If at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Subsequent Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred the Company shall fail to as a “Closing” and, together, they are referred to as tender the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant Additional Installment Note to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth Lender as provided in this Section 4(e) is referred 2.2, or any of the conditions specified in Section 5 shall not have been fulfilled to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition tothe Lender’s reasonable satisfaction, and not preclusive ofthe Lender shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any other rights or remedies that the Corporation and other Investors Lender may have under law by reason of such failure or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closingsuch nonfulfillment.

The Closings. (a) An initial The closing of the Buyer's purchase of Acquired Assets (other than Accounts Receivable) (the “Stage I "First Closing”") hereunder with respect contemplated by this Agreement shall take place on January 11, 1999 at the offices of Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, commencing at 10:00 a.m. local time or at such other place, time and date as the Parties may mutually agree (the "First Closing Date"); provided, that all conditions precedent to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof First Closing Date shall have been satisfied or waived in writing by as of the Majority InvestorsFirst Closing Date. At the First Closing, the Seller shall deliver to the Buyer physical possession of the Acquired Assets (other than Accounts Receivable), together with such Stage I Closing to be held at the offices instruments of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (such date sometimes being referred to herein transfer as the “Stage I Buyer shall request to vest in the Buyer title to the Acquired Assets (other than Accounts Receivable) free and clear of all Liens and all of the right, title and interest of the Seller in and to such Acquired Assets (other than Accounts Receivable.) Notwithstanding the foregoing, the Effective Date of the First Closing Date”)for purposes of Section 2.3(d) and (e) shall be January 4, 1999. (b) A Subject to the second sentence in this Section 2.4(b), the closing of the Buyer's purchase of Accounts Receivable (the “Stage II "Accounts Receivable Closing”") hereunder with respect to shall occur on the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business 65th day after the First Closing Date at the offices of Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, commencing at 10:00 a.m. local time or at such other place, time and date as the Parties may mutually agree (the "Accounts Receivable Closing Date"); provided that all conditions set forth in Sections 7.1 and 7.4 hereof precedent to the Accounts Receivable Closing shall have been satisfied or waived as of the Accounts Receivable Closing Date. If such 65th day falls on a Saturday, Sunday or other day that national banks in writing by the Majority InvestorsCommonwealth of Pennsylvania are closed, then the Accounts Receivable Closing Date shall be on the next succeeding business day.) At the Accounts Receivable Closing, the Seller shall deliver to the Buyer such Stage II Closing to be held at instruments of transfer of the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein Accounts Receivable as the “Stage II Closing Date”). (c) A third closing (Buyer shall reasonably request to vest in the “Stage III Closing”) hereunder with respect Buyer title to the transactions contemplated by Sections 2(c) Accounts Receivable free and 3.1(c) hereof will take place by facsimile transmission clear of executed copies all Liens and all of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date right, title and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each interest of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”Seller in such Accounts Receivable. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closing.

The Closings. (a) An initial The closing of the purchase and sale of the Shares pursuant to paragraph 1(a) of this Agreement (the “Stage I "Initial Closing”") hereunder with respect shall occur on February 19, 1998, or such other date as may be agreed upon by Pall and Vitex. At the Initial Closing, Pall will pay Vitex $4 million less any payments previously made by Pall to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission of executed copies Vitex pursuant to Section 4A of the documents contemplated hereby delivered on either (i) May 13Letter of Intent, 2011 or (ii) if on in immediately available funds to such date account as Vitex shall designate, against delivery to Pall of a certificate for 1,333,333 Shares. Upon making such payment, Pall shall have no further obligation to make payments under Section 4A of the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices Letter of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (such date sometimes being referred to herein as the “Stage I Closing Date”)Intent. (b) A second The closing of the purchase and sale of the Shares pursuant to paragraph 1(b) of this Agreement (the “Stage II "Second Closing”") hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if shall occur on such date as may be agreed upon by Pall and Vitex; provided that without the conditions precedent set forth in Sections 7.1 written consent of both Pall and 7.4 hereof have not been satisfied or waivedVitex, no later than but subject to Section 6 of this Agreement, the third (3d) Second Closing shall occur on the tenth business day after the conditions set forth date on which the ****** *** ******* ** ******* * ** *** ***** *********** ********** ** ***** **** ** ***** ** * ******** ************* *** ******* ** ** *** ********* ***** *** ******** *** *** ***** * ***** ** ******* *************** *** **** *********** ["****" indicates material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment] Page Section No. ------- ---- *** *** ****** **** ****** . At the Second Closing, Pall will pay Vitex ******** in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by immediately available funds to such account as Vitex shall designate, against delivery to Pall of a certificate for the Majority Investors, such Stage II Closing to be held at the offices number of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”)Shares determined under paragraph 1(b) of this Agreement. (c) A third The closing of the purchase and sale of the Shares pursuant to paragraph 1(c) of this Agreement (the “Stage III "Third Closing”") hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if shall occur on such date as may be agreed upon by Pall and Vitex; provided that without the conditions precedent set forth in Sections 7.1 written consent of both Pall and 7.5 hereof have not been satisfied or waivedVitex, no later than but subject to Section 6 of this Agreement, the third (3) Third Closing shall occur on the tenth business day after the conditions set forth date on which the ****** ** ***** **** ** ***** ** * ******** ************* *** ******* ** ** *** ********* ***** *** ******** *** *** ***** * ***** ** *** ***. At the Third Closing, Pall will pay Vitex ******** in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by immediately available funds to such account as Vitex shall designate, against delivery to Pall of a certificate for the Majority Investors, such Stage II Closing to be held at the offices number of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”)shares determined under paragraph 1(c) of this Agreement. (d) For convenience of reference, each The closing of the Stage I purchase and sale of the Shares pursuant to paragraph 1(d) of this Agreement (the "Fourth Closing") shall occur on such date as may be agreed upon by Pall and Vitex; provided that without the written consent of both Pall and Vitex, but subject to Section 6 of this Agreement, the Fourth Closing shall occur on the tenth business day after the date on which the ****** ** ***** **** ** ***** ** * ******** ************* *** ******* ** ** *** ********* ***** *** ******** *** *** ***** * ***** ** *** ***. At the Fourth Closing, Stage II ClosingPall will pay Vitex ******** in immediately available funds to such account as Vitex shall designate, and Stage III Closing are sometimes hereinafter singly referred against delivery to as Pall of a “Closing” and, together, they are referred to as certificate for the “Closings”number of shares determined under paragraph 1(d) of this Agreement. (e) In The closing of the event that an Investor does not timely purchase and completely fulfill his, her or its obligations sale of the Shares pursuant to purchase shares paragraph 1(e) of Series A-1 Preferred Stock as contemplated by this Agreement at each (the "Fifth Closing") shall occur on such date as may be agreed upon by Pall and Vitex; provided that without the written consent of both Pall and Vitex, but subject to Section 6 of this Agreement, the Fifth Closing shall occur on the tenth business day after the date on which ***** ***** ******* **** *** ****** ****** **** *** **** ************** **** ****** ***** ******** ** *** ********* ******** *********** *** *** ****** ******** ** ** *** *********. At the Fifth Closing, Pall will pay Vitex ******** in immediately available funds to such account as Vitex shall designate, against delivery to Pall of a certificate for the number of Shares determined under paragraph 1(e) of this Agreement. (f) The closing of the Stage II purchase and sale of the Shares pursuant to paragraph 1(f) of this Agreement (the "IPO Closing") shall occur concurrently with the closing of the IPO (the "Underwriters' IPO Closing"), subject to Section 6 of this Agreement. At the IPO Closing, Pall will pay Vitex $5 million in immediately available funds to such account as Page Section No. ------- ---- Vitex shall designate, against delivery to Pall of a certificate for the number of Shares determined under paragraph 1(f) of this Agreement. (g) The Initial Closing, the Second Closing, the Third Closing, the Fourth Closing, the Fifth Closing and the Stage III IPO Closing (collectivelyare hereinafter referred to collectively as the "Closings" and individually as a "Closing." Each Closing other than the IPO Closing shall occur at the offices of Xxxxxx, the “Future Funding Obligations”)Xxxxxxx & Xxxxxxx, then (i) all shares of Preferred Stock then held 0 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or such other location as may be agreed upon by such Investor shall automatically, Vitex and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated CertificatePall. The conversion IPO Closing shall occur at the same location as the Underwriters' IPO Closing, or such other location as may be agreed upon by Vitex and repurchase of shares to the Corporation set forth in this Section 4(e) Pall. The date on which any Closing occurs is referred to herein as a “Subsequent "Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each ClosingDate."

The Closings. (a) An initial closing (the “Stage I Closing”) hereunder with respect Subject to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission fulfillment of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth specified in Sections 7.1 and 7.3 Article V hereof have not been satisfied (any or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or all of which may be waived in writing by the Majority Investorsrespective parties whose performance is conditioned upon satisfaction of such conditions precedent), such Stage I Closing the consummation of (a) the purchase and sale of the Common Stock pursuant to the Pro Rata Exercise and of the Bridge Notes pursuant to the Bridge Funding (the "Initial Closing"), and (b) if necessary, the purchase and sale of Common Stock pursuant to the Standby Commitment (the "Standby Commitment Closing"), shall be held at the offices of Xxxxxxx XxXxxxxxx LLPSkadden, Xxx Xxxxxxx XxxxxxArps, XxxxxxSlate, XX 00000 Meagher & Flom (Illinois) in Chicago, Illinois, or at such date sometimes being referred to herein as other placx xxx xime xx the “Stage I Closing Date”). (b) A second closing (Company and the “Stage II Closing”) hereunder with respect Investors shall mutually agree after the satisfaction or waiver of all conditions precedent specified in Article V; provided that, subject to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission fulfillment of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth specified in Sections 7.1 and 7.4 Article V hereof have not been satisfied (any or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or all of which may be waived in writing by the Majority Investors, respective parties whose performance is conditioned upon satisfaction of such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000conditions precedent), (x) the date thereof sometimes being referred to herein as the “Stage II Initial Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will shall take place by facsimile transmission of executed copies of on the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Initial Closing Date and (By) fifteen (15) the Standby Commitment Closing shall take place on a date not more than 3 business days after the Corporation delivers written notice date on which the Rights Offering Notice is delivered by the Company to the Investors setting forth the date scheduled for the Stage III Closing or pursuant to Section 4.9 hereof (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes time being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In "Standby Commitment Closing Date," and taken together with the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Initial Closing and the Stage III Closing (collectivelyDate, the “Future Funding Obligations”"Closing Dates"), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closing.

The Closings. (a) An initial The first closing (the “Stage I "First Closing”") hereunder with in respect of the issuance and sale of the Class A Preferred Stock being purchased by the Investor at the First Closing and the consummation of the related transactions contemplated hereby will, subject to the transactions contemplated by Sections 2(a) satisfaction or waiver of the applicable terms and 3.1(a) hereof will conditions set forth herein, take place at the offices of Mayex, Xxowx & Xlatx xx New York, New York at a time and date to be set by facsimile transmission of executed copies the Investor (the "First Closing Date"), and upon at least three Business Days' 9 14 notice to the Company; provided, that all conditions of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date Investor and the conditions precedent set forth in Sections 7.1 and 7.3 hereof Company to the First Closing have not been satisfied or waived, no later than but in any case the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied First Closing Date shall be on or waived in writing by the Majority Investorsbefore September 4, such Stage I Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (such date sometimes being referred to herein as the “Stage I Closing Date”)1998. (b) A The second closing (the “Stage II "Second Closing”") hereunder with in respect of the issuance and sale of the Class B Preferred Stock being purchased by the Investor at the Second Closing will, subject to the transactions contemplated by Sections 2(b) satisfaction or waiver of the applicable terms and 3.1(b) hereof will conditions set forth herein, take place by facsimile transmission at the offices of executed copies of the documents contemplated hereby delivered on either (i) the Mayex, Xxowx & Xlatx xx New York, New York at a time and date determined to be set by the Corporation that is no sooner than Investor (the later of (A) fifteen (15) business days following the Stage I "Second Closing Date Date"), and (B) fifteen (15) business days after the Corporation delivers written upon at least three Business Days' notice to the Investors setting forth Company; provided, that the date scheduled for Second Closing Date shall be within five Business Days after all conditions of the Stage II Investor and the Company to the Second Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than but in any case the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied Second Closing Date shall be on or waived in writing by the Majority Investorsbefore October 30, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”)1998. (c) A The third closing (the “Stage III "Third Closing”") hereunder with in respect of the issuance and sale of the Class C Preferred Stock being purchased by the Investor at the Third Closing will occur at the option of the Company, and subject to the transactions contemplated by Sections 2(c) satisfaction or waiver of the applicable terms and 3.1(c) hereof will conditions set forth herein, take place at the offices of Mayex, Xxowx & Xlatx xx New York, New York at a time and date to be agreed upon by facsimile transmission of executed copies the Investor and the Company (the "Third Closing Date"); provided, that the Third Closing Date shall be within five Business Days after all conditions of the documents contemplated hereby delivered on either (i) Investor and the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice Company to the Investors setting forth the date scheduled for the Stage III Third Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than but in any case the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied Third Closing Date shall occur, if at all, on or waived in writing by the Majority Investorsbefore June 30, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”)1999. (d) For convenience of reference, At each of the Stage I Closing, Stage II the Company will deliver to the Investor a certificate, registered in the Investor's name or its nominee's name, evidencing the Preferred Stock purchased by the Investor at such Closing, and Stage III Warrant Certificates to be issued at such Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as against receipt by the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each Company of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by purchase price for such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued Warrants by wire transfer of immediately available funds to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled an account designated by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each ClosingCompany.

The Closings. (a) An initial closing (the “Stage I Closing”) hereunder with respect Subject to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission satisfaction or waiver of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 Article VI, the purchase and 7.3 hereof have been satisfied or waived in writing by sale of the Majority Investors, such Stage I Closing Initial Shares to be held purchased by Purchaser hereunder (the "INITIAL CLOSING") will take place at the offices of Xxxxxxx XxXxxxxxx LLPXxxxxx & Xxxxxx L.L.P., Xxx Xxxxxxx 0000 Xxxxxx, Houston, Texas, 77002, at 10:00 a.m., local time, on the later of the May 7, 1999 or the third Business Day following the satisfaction or waiver (subject to applicable Law) of each of the conditions to the obligations of the parties to effect the transactions to occur at the Initial Closing as set forth in Article VI, or on such other date as mutually agreed to by the parties hereto. The date on which the Initial Closing occurs is herein referred to as the "INITIAL CLOSING DATE." All closing transactions at the Initial Closing shall be deemed to have occurred simultaneously. (b) Subject to the satisfaction or waiver of the conditions set forth in Article VI, the purchase and sale of the Option Shares to be purchased by Purchaser hereunder (the "OPTION CLOSING") will take place at the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx, XX 00000 (Houston, Texas, 77002, at 10:00 a.m., local time, on the Business Day specified in the Exercise Notice, or on such other date as mutually agreed to by the parties hereto. The date on which the Option Closing occurs is herein referred to as the "OPTION CLOSING DATE". All closing transactions at the Option Closing shall be deemed to have occurred simultaneously. The Initial Closing and the Option Closing are sometimes being referred to herein as the “Stage I Closing Date”). (b) A second closing ("CLOSINGS" or individually as a "CLOSING" and the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Initial Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Option Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof Date are sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing "CLOSING DATES" or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to individually as a “Closing” and, together, they are referred to as the “Closings”"CLOSING DATE". (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closing.

The Closings. (a) An initial closing (the “Stage I The First Tranche Closing”) hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either . ------------------------- (i) May 13The closing into escrow of the purchase and sale of the Convertible Debentures and 56,000 shares of Series B Preferred Stock (the "First Tranche Shares") shall take place at the offices of Xxxxxx Xxxxx --------------------- Xxxx Xxxx & Xxxxx, 2011 P.C. ("Xxxxxx Xxxxx"), 0000 Xxxxxxxx Xxxxx, 1445 Xxxx ------------ Xxxxxx, Xxxxxx, Xxxxx 00000, immediately following the execution hereof or (ii) if on such later date as the conditions precedent set forth in Sections 7.1 and 7.3 hereof have parties shall agree, but not been satisfied or waived, no later than prior to the third (3d) business day after date that the conditions set forth in Sections 7.1 and 7.3 hereof Section 5.1 have been satisfied or waived in writing by the Majority Investorsappropriate party, such Stage I and provided that the First Tranche Closing may not occur later than September 26, 1997 (the "First Tranche Closing Expiration -------------------------------- Date"). The date of the First Tranche Closing is hereinafter referred to ---- as the "First Tranche Closing Date." At the First Tranche Closing, the -------------------------- Company shall sell and issue to the Purchasers and the Purchasers shall purchase, in the proportions as set forth on Schedule 2.3(a) attached hereto, the Convertible Debentures --------------- for an aggregate purchase price of $200,000 and the First Tranche Shares for an aggregate purchase price of $2,800,000 (collectively, the "First ----- Tranche Purchase Price"). ---------------------- (ii) At the First Tranche Closing and in the manner described in the Escrow Agreement, (1) the Company shall deliver to the Escrow Agent (A) the Convertible Debentures, Warrants to acquire the number of shares of Common Stock specified in Section 4.12, and one or more stock certificates representing the First Tranche Shares registered in the names and in the amounts as specified in Schedule 2.3(a) hereto, (B), Warrants to acquire --------------- the number of shares of Common Stock specified in Section 4.12 registered in the name of Xxxxx Xxxxxxx, LLC ("Xxxxx Xxxxxxx"), and (C) Warrants to ------------- acquire the number of shares of Common Stock specified in Section 4.12 registered in the name of the Placement Agent; (2) each Purchaser shall deliver by wire transfer to the Escrow Agent in immediately available funds in U.S. dollars an amount equal to the portion of the aggregate First Tranche Purchase Price of the Convertible Debentures and First Tranche Shares to be held at purchased by it on the offices of Xxxxxxx XxXxxxxxx LLPFirst Tranche Closing Date, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 in the proportions as set forth on Schedule 2.3(a) attached hereto (such date sometimes amounts, --------------- less the fees and disbursements of the Placement Agent and the legal counsel contemplated in Section 7.1, being referred to herein as the “Stage I Closing Date”"First ----- Tranche Net Proceeds"). (b) A second closing (the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) ; and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 Company shall deliver to the Purchasers -------------------- all other documents, instruments and 7.5 hereof writings required to have been satisfied delivered at or waived in writing prior to the First Tranche Closing by the Majority InvestorsCompany pursuant to this Agreement and the Registration Rights Agreement and the Purchasers shall deliver to the Company all documents, such Stage II instruments and writings required to have been delivered at or prior to the First Tranche Closing by each Purchaser pursuant to be held at this Agreement and the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (Registration Rights Agreement. On the date thereof sometimes being referred to herein as the “Stage III First Tranche Closing Date”). (d) For convenience of reference, each of the Stage I ClosingEscrow Agent shall deliver the Convertible Debentures, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing First Tranche Shares and the Stage III Closing (collectively, the “Future Funding Obligations”), then (iWarrants described in Section 2.3(a)(ii) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled as directed by the Corporation Purchasers, Xxxxx Xxxxxxx and no longer be issued and outstanding shares of capital stock of the CorporationPlacement Agent, all as applicable, in accordance with Section 9.(b) of Part B of Article III the Escrow Agreement and shall disburse the First Tranche Net Proceeds to the Company and the Placement Agent fees to the Placement Agent, in each case in accordance with the terms of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each ClosingEscrow Agreement.

The Closings. (a) An initial The closing of the purchase and sale of the Initial Shares (the “Stage I "Initial Closing”) hereunder with respect to the transactions contemplated by Sections 2(a") and 3.1(a) hereof the conversion of the Note into Conversion Shares will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLPthe Company's counsel, Xxx Xxxxxxx Rich, May, Xxxxxxxx & Xxxxxxxx, P.C., 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000 (such date sometimes being referred Xxxxxxxxxxxxx, at 10:00 a.m. on the first business day after all conditions to herein the obligation of the Purchaser or Xxxxxxxxx, as the “Stage I case may be, to purchase the shares to be purchased by it at the Initial Closing (other than conditions to be satisfied at the Initial Closing) have been satisfied, or waived by the Purchaser or Xxxxxxxxx, as the case may be, or at such other place or on such other date as may be mutually agreeable to the Company, Xxxxxxxxx and the Purchaser (the "Initial Closing Date”"). (b) A second . The closing of the purchase and sale of the Additional Shares (the “Stage II "Second Closing”" and collectively with the Initial Closing, the "Closings") hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies at the offices of the documents contemplated hereby delivered Company's counsel, Rich, May, Xxxxxxxx & Xxxxxxxx, P.C., 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, at 10:00 a.m. on either the first business day after all the conditions to the obligation of the Purchaser to purchase the Additional Shares (other than conditions to be satisfied at the Second Closing) have been satisfied, or waived by the Purchaser (the "Second Closing Date" and collectively with the Initial Closing Date, the "Closing Dates"). At the Initial Closing, the Company will deliver to (i) the date determined Purchaser a certificate or certificates evidencing the Initial Shares to be purchased by the Corporation that is no sooner than Purchaser, registered in the later Purchaser's name, against payment by wire transfer of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice immediately available funds to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices Company's account of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted U.S. $999,994.55 and (ii) Xxxxxxxxx a certificate or certificates evidencing the Corporation shall have Conversion Shares to be converted by Xxxxxxxxx, registered in Blackwell's name, against the right to repurchase return and such holders shall be required to sell all shares cancellation of Common Stock issued upon conversion (either pursuant the Note. At the Second Closing, the Company will deliver to the foregoing clause (i) Purchaser a certificate or otherwise) certificates evidencing the Additional Shares to be purchased by the Purchaser, registered in the Purchaser's name, against payment by wire transfer of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant immediately available funds to the Automatic Reclassification for a per share purchase price equal to the applicable par value Company's account of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each ClosingU.S. $5,250,005.74.

The Closings. (a) An initial The closing (of the “Stage I Closing”) hereunder with respect to purchase and sale of the transactions contemplated by Sections 2(a) and 3.1(a) hereof will Securities shall take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either in two or more parts: (i) May 13, 2011 or an initial closing upon the purchase and sale of 2,000 shares of the Initial Securities (the "INITIAL CLOSING") and (ii) if on one or more subsequent closings upon the purchase and sale of up to an additional 2,000 shares (or an aggregate of 4,000 shares) of the Additional Securities (the "FINAL CLOSING" and with the Initial Closing, the "CLOSING") and shall take place at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, immediately following the execution hereof or such later date or different location as the conditions precedent set forth parties shall agree in Sections 7.1 and 7.3 hereof have writing, but not been satisfied or waived, no later than prior to the third (3d) business day after date that the conditions set forth in Sections 7.1 and 7.3 hereof Section 4.1 have been satisfied or waived in writing by the Majority Investorsappropriate party. The date of the Initial Closing shall be no later than September 7, such Stage I Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP1999, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (such date sometimes being and is hereinafter referred to herein as the “Stage I "INITIAL CLOSING DATE." The date of the Final Closing shall be within 10 days of the date the Registration Statement is declared effective and is hereinafter referred to as the "CLOSING DATE." On the Initial Closing Date”), the Corporation shall sell and issue to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Corporation, an aggregate of 2,000 shares of Initial Securities. On or before the Closing Date, the Corporation shall sell and issue to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Corporation, an additional 2,000 shares of Securities. (b) A second closing (the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either At each Closing (i) the Corporation shall deliver to each Purchaser (1) stock certificates representing the shares of the Securities in the denominations specified on SCHEDULE 1 attached hereto, each registered in the name of such Purchaser, (2) the Registration Rights Agreement, dated the date determined hereof, by and among the Corporation and the Purchasers, in the form of EXHIBIT B annexed hereto (the "REGISTRATION RIGHTS AGREEMENT"), and (3) all other documents, instruments and writings required to have been delivered at or prior to the Initial Closing Date by the Corporation that is no sooner than pursuant to this Agreement or the later of (A) fifteen (15) business days following the Stage I Closing Date Registration Rights Agreement, and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date each Purchaser shall deliver to the conditions precedent Corporation the portion of the Purchase Price set forth next to its name on SCHEDULE 1, in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth United States dollars in Sections 7.1 and 7.4 hereof have been satisfied or waived immediately available funds by wire transfer to an account designated in writing by the Majority Investors, Corporation for such Stage II Closing purpose on or prior to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II each Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect , and all documents, instruments and writings required to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby have been delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II at or prior to each Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice by such Purchaser pursuant to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each ClosingRegistration Rights Agreement.