Common use of Additional Closing Mechanics Clause in Contracts

Additional Closing Mechanics. Subject to the satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, the Company may exercise its right to require an Additional Closing by delivering at any time on or after the applicable Additional Closing Eligibility Date a written notice thereof by e-mail and overnight courier to each Buyer (each, an “Additional Closing Notice”, and the date thereof, each an “Additional Closing Notice Date”). Each Additional Closing Notice shall be irrevocable. Each Additional Closing Notice shall (A) certify that the Additional Closing Eligibility Date with respect to such Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes set forth in such Additional Closing Notice to be purchased by such Buyer, each, an “Additional Note Amount”). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if on the Additional Closing Date there is an Equity Conditions Failure (as defined in the Initial Notes) on the Additional Closing Date. The Company’s rights to affect any Additional Closings hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 (or such other date as the Company and the Holders shall mutually agree, the “Additional Closing Expiration Date”).

Additional Closing Mechanics. Subject to the satisfaction (or waiver) of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, as long as no Equity Conditions Failure (as defined below) then exists, the Company may exercise its right to require an Additional Closing by delivering at any time on or after the applicable Additional Closing Eligibility Date a written notice thereof deliver by e-mail and overnight courier to each Buyer one or more written notices, at any time after the ten (each, an 10th) Trading Day (as defined in the Warrants) after the Initial Closing Date (the “Additional Closing Notice”, and the date thereofof such Additional Mandatory Closing Notice, each an “Additional Closing Notice Date”) to all, but not less than all, of the Buyers, executed by the chief executive officer or chief financial officer of the Company, (I) validly certifying that no Equity Conditions Failure then exists, (II) confirming the aggregate principal amount of the Additional Notes to be purchased by each such Buyer (which shall not exceed such aggregate principal amount of the Additional Notes as set forth opposite its name in column (4) on the Schedule of Buyers), and (III) setting forth the proposed Additional Closing Date, which shall be the second (2nd) Trading Day after such Additional Closing Notice (or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date,” and together with the Initial Closing Date, each a “Closing Date”). Each Additional Closing Notice shall be irrevocable. Each Additional Closing Notice shall (A) certify that On or prior to the Additional Closing Eligibility Date with respect to such Additional Closing has been met andDate, other than with respect to deliverables to be delivered the Company shall also deliver an additional notice to each Buyer at such specifying the Additional Closing, all Warrant Share Amount of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as Additional Warrant of such Buyer to be sold and delivered to such Buyer (or its designee) on the Additional Closing Notice Date, Date (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof including calculations with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes set forth in such Additional Closing Notice to be purchased by such Buyer, each, an “Additional Note Amount”thereto). For the avoidance of doubt, the Company Buyers shall not be entitled required to effect an consummate any Additional Closing if on the Additional Closing Date there is an Equity Conditions Failure (as defined in the Initial Notes) on the Additional Closing Dateexists. The Company’s rights right to affect any require a Buyer to purchase Additional Closings hereunder Notes and related Additional Warrants pursuant to an Additional Closing Notice shall automatically terminate at 9:00 AM, New York city time expire on December 31, 2021 the earlier to occur of (or such other x) the date as no Initial Notes remain outstanding and (y) the Company and six (6) month anniversary of the Holders shall mutually agree, Initial Closing Date (the “Additional Closing Expiration Date”). (1) For the purpose of this Agreement the following definition shall apply:

Additional Closing Mechanics. (A) Subject to the satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b1(b)(ii)(2)(B) below, the Company may exercise any Buyer may, in its right sole option, elect to require effect an Additional Closing by delivering at any time on or after the applicable Additional Closing Eligibility Date delivery of a written notice thereof by e-mail and overnight courier to each Buyer in the form attached hereto as Exhibit B (each, an “Additional Closing Notice”, and the date thereof, each each, an “Additional Closing Notice Date”). Each Additional ) to the Company at any time after the six month and a calendar day anniversary of the Initial Closing Notice shall be irrevocable. Each Additional Closing Notice shall (A) certify that the Additional Closing Eligibility Date with respect to such Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days but not after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes set forth in such Additional Closing Notice to be purchased by such Buyer, each, an “Additional Note Amount”). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if on the Additional Closing Date there is an Equity Conditions Failure (as defined in the Initial Notes) on the Additional Closing Date. The Company’s rights to affect any Additional Closings hereunder shall automatically terminate at 9:00 AM11:59 p.m., New York city time time, on December 31, 2021 the ten month anniversary of the Initial Closing Date (or such other date as the Company and the Holders shall mutually agreeextended in accordance herewith, the “Additional Closing Expiration Date”, and such exercise period (as extended in accordance herewith), the “Additional Closing Eligibility Period”) (provided that if on any Trading Day during such four month period ending on the Additional Closing Expiration Date (or the last Trading Day of any extension thereof, as applicable, contemplated by this proviso) the Registration Statement is not effective or any prospectus contained therein is not available for use by such Buyer, the Additional Closing Expiration Date shall be extended to four months after such initial subsequent date that the Registration Statement (or Replacement Registration Statement (as defined below) is again effective and all prospectuses contained therein are available for use by such Buyer) setting forth (w) such aggregate number of Additional Common Shares to be purchased by such Buyer at such Additional Closing (which aggregate number (together with any Additional Shares of Common Stock previously issued to such Buyer) may not exceed such aggregate number of Additional Common Shares opposite such Buyer’s name in column (4) on the Schedule of Buyers), (x) such aggregate number of Additional Warrant Shares initially issuable upon exercise of the Additional Warrant to be purchased by such Buyer at such Additional Closing (which aggregate number (together with any Warrant Shares initially issuable upon exercise of any Additional Warrants previously issued to such Buyer) shall not exceed the aggregate number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers (subject to a proportional decrease if such Buyer does not elect to acquire all of the Additional Common Shares eligible to be purchased by such Buyer at the Additional Closing (i.e. 50% warrant coverage)), (y) the applicable Additional Purchase Price for such Buyer and (z) the applicable Additional Closing Date. Upon delivery of an Additional Closing Notice, such Buyer shall be deemed for all corporate purposes to have become the holder of record of such Additional Common Shares and such Additional Warrant specified in such Additional Closing Notice to be delivered to such Buyer (or its designee) on such applicable Additional Closing Date, irrespective of the date such Additional Common Shares are credited to the Buyer’s (or its designee’s) DTC (as defined below) account or the date of delivery of the certificates evidencing such Additional Warrants (as the case may be).

Additional Closing Mechanics. Subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, the Company shall have the right to require Capital Ventures International (“Capital Ventures”) to purchase an Additional Note in the original principal amount not in excess of the amount set forth opposite its name in column (4) on the Schedule of Buyers (the “Maximum Additional Note Amount”). Subject to the satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, the Company may exercise its right to require an Additional Closing by delivering at any time on or after prior to the applicable fifteenth calendar date immediately prior to the Additional Closing Eligibility Date a written notice thereof by e-mail facsimile and overnight courier to each Buyer Capital Ventures (each, an the “Additional Closing Notice”, and the date thereof, each an “Additional Closing Notice Date”). Each The Additional Closing Notice shall be irrevocable. Each The Additional Closing Notice shall (A) certify that the Additional Closing Eligibility Date with respect to such Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer Capital Ventures at such the Additional Closing; provided, however, that the Company may not require a Buyer Capital Ventures to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes set forth in such Additional Closing Notice to be purchased by such Buyer, each, an Capital Ventures (the “Additional Note Amount”). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if on the Additional Closing Date there is an Equity Conditions Failure (as defined in the Initial Notes) or if either the Additional Closing Volume Condition (as defined below) or the Additional Closing Price Condition (as defined below) has not been satisfied in full on the Additional Closing Date. The Company’s rights to affect any Additional Closings hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 (or such other date as the Company and the Holders shall mutually agree, the “Additional Closing Expiration Date”).

Additional Closing Mechanics. Subject At any time after the Initial Closing Date, subject to the satisfaction (or waiver) of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) belowAdditional Closing Conditions, the Company or any Buyer (as applicable, the "Initiating Party") may exercise its right to require an Additional Closing by delivering at any time on deliver one or after the applicable Additional Closing Eligibility Date a more written notice thereof by e-mail and overnight courier to each Buyer notices (each, an “"Additional Closing Notice”", and the date thereofthereof each, each an “"Additional Closing Notice Date”") to the other party (the "Responding Party"). Each Additional Closing Notice shall be irrevocable. Each Additional Closing Notice shall , (A) certify that the requesting an Additional Closing Eligibility Date with respect to such Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount of the Additional Notes to be purchased by each such applicable Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes as set forth in such Additional Closing Notice to be purchased by (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer's name in column (4) on the Schedule of Buyers), eachand (B) setting forth the proposed Additional Closing Date. If a Responding Party fails to execute and return such Additional Closing Notice to the Initiating Party within five (5) Business Days of receipt, an “such Additional Note Amount”)Closing Notice shall be automatically cancelled. For the avoidance of doubt, no Additional Closing shall occur hereunder unless both the Company and each such applicable Buyer shall not be entitled to effect have duly executed and delivered an Additional Closing if on the Notice with respect thereto and no party shall be under any obligation to execute and deliver any Additional Closing Date there Notice. Notwithstanding anything herein to the contrary, no Additional Closings shall occur hereunder from and after the date that is an Equity Conditions Failure the three (as defined in 3) year anniversary of the Initial Notes) on the Additional Closing Date. The Company’s rights to affect any Additional Closings hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 Date (or (x) such other later date as the Company and the Required Holders (as defined below) shall mutually agreeagree in writing or (y) if earlier, any date either party hereto elects in writing to the “other party to terminate all remaining rights hereto to effect any further Additional Closings) (the "Additional Closing Expiration Date”").

Additional Closing Mechanics. Subject to the satisfaction (or waiver) of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) Additional Notice Conditions (as defined below), the Company may exercise its right to require deliver one or more written notices, at any time after the later of (x) the seven month anniversary of the Initial Closing Date, (y) the Stockholder Approval Date and (z) solely after the consummation of an Additional Closing by delivering at any time on or hereunder, the ninetieth (90th) calendar day after the applicable last Additional Closing Eligibility Date a written notice thereof by e-mail and overnight courier occurring immediately prior to each Buyer such date of determination (each, an “Additional Closing Notice”, and the date thereofthereof each, each an “Additional Closing Notice Date”). Each Additional Closing Notice shall be irrevocable. Each Additional Closing Notice shall ) to all, but not less than all, of the Buyers, executed by the chief executive officer or chief financial officer of the Company, (A) certify certifying that (I) the Stockholder Approval Date has occurred, (II) the Company has satisfied the Additional Closing Eligibility Date with respect to such Volume Condition (as defined below), the Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(iiPrice Condition (as defined below) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (BIII) specify the proposed date quotient of (A) the sum of the aggregate principal of any Notes (as of the Additional Closing Notice Date) then outstanding and the aggregate principal of all Additional Notes to be sold in such Additional Closing divided by (which shall be (xB) the date hereof with respect Alternate Conversion Price (as of the Trading Day ended immediately prior to the First such Additional Closing and no less than five (5Notice Date) Trading Days and no more than ten (10) Trading Days after such proposed does not exceed 15% of shares of Common Stock of the Company outstanding as of the Additional Closing Notice Date with respect to the Second Additional Closing Date) and (CIV) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes set forth in such Additional Closing Notice to be purchased by such Buyer, each, an “Additional Note Amount”). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if on the Additional Closing Date there is an no Equity Conditions Failure (as defined in the Initial Notes) on the exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing Date. The Company’s rights to affect any shall occur unless the Buyers waiver such Equity Conditions Failure) as of such Additional Closings hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 Closing Notice Date (or such other date as the Company and the Holders shall mutually agree, the “Additional Closing Expiration DateNotice Conditions”).,

Additional Closing Mechanics. Subject Each Buyer, at an “Optional Additional Closing”, may purchase, at such Buyer’s option, such aggregate number of Additional Preferred Shares, as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers, by delivery of written notice to the satisfaction Company (an “Optional Additional Closing Notice” and the date such Optional Additional Closing Notice has been delivered to the Company (or deemed to be delivered to the Company), the “Optional Additional Closing Notice Date”) at any time during the period commencing on the Initial Closing Date and ending on the one year anniversary of the conditions Initial Closing Date; provided, that each Optional Additional Closing Notice shall be irrevocable and each Buyer may only exercise such right once. No later than the first (1st) Business Day after the Company’s receipt of an Optional Additional Closing Notice from a Buyer, the Company shall deliver a copy of such Optional Additional Closing Notice to closing set forth each other Buyer and, if any such other Buyer elects to deliver an Optional Additional Closing Notice prior to Additional Closing Date with respect to such initial Optional Additional Closing Notice, such Buyer may also elect to participate in this Section 1(b)(ii) such Additional Closing with respect to such Buyer’s Optional Additional Closing Notice and Sections 6(b) and 7(b) belowhave such Buyer’s Optional Additional Closing Notice be deemed to be delivered to the Company on the Optional Additional Closing Notice Date of such initial Optional Additional Closing Notice. In addition to the foregoing, at any time prior to the four month anniversary of the Initial Closing Date, the Company may exercise its force a “Mandatory Additional Closing” (and together with any Optional Additional Closing, each an “Additional Closing,”) if (x) the Company obtains the Shareholder Approval (as defined below), (y) with respect to such proposed Mandatory Additional Closing, each and every representation and warranty of the Company set forth in Section 3 of this Agreement is true and correct in all material respects (other than representations and warranties that are already qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) as of the date when made and as of the Mandatory Additional Closing Notice Date (as defined below) as though originally made as of the Mandatory Additional Closing Notice Date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company in accordance herewith at or prior to the Mandatory Additional Closing Notice Date and (z) no Equity Conditions Failure (as defined in the Certificate of Designations) exists as of the date Mandatory Additional Closing Notice Date, as evidenced by a written certificate of an executive officer of the Company and such other evidence as reasonably requested by any Buyer. In such Mandatory Additional Closing, the Company shall have the right to require an each Buyer to purchase such aggregate number of Additional Closing Preferred Shares as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers, by delivering at any time on or after the applicable Additional Closing Eligibility Date a written notice thereof by e-mail and overnight courier to each Buyer (each, a “Mandatory Additional Closing Notice”, and together with the Optional Additional Closing Notice, each an “Additional Closing Notice”, and the date thereofsuch Mandatory Additional Closing Notice has been delivered to the Buyers, each an the “Mandatory Additional Closing Notice Date”); provided, that if the Company elects to deliver a Mandatory Additional Closing Notice to any Buyer, it must deliver a Mandatory Additional Closing Notice to all Buyers. Any Mandatory Additional Closing Notice delivered by the Company shall be irrevocable and the Company may only exercise such right once. Each Additional Closing Notice shall set forth (i) the proposed Additional Closing Date, which shall be irrevocable. Each three (3) Business Days following the Mandatory Additional Closing Notice shall (A) certify that the Additional Closing Eligibility Date with respect to such Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such or Optional Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the as applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes set forth in such Additional Closing Notice to be purchased by such Buyer, each, an “Additional Note Amount”). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if on the Additional Closing Date there is an Equity Conditions Failure (as defined in the Initial Notes) on the Additional Closing Date. The Company’s rights to affect any Additional Closings hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 (or such other date as is mutually agreed to by the Company and the Holders shall mutually agreeapplicable Buyer (or Buyers)), (ii) the “aggregate number of Additional Preferred Shares to be purchased by the applicable Buyer (or Buyers) at the applicable Additional Closing Expiration Date”)and (iii) the aggregate Additional Purchase Price for the Additional Preferred Shares to be purchased. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Additional Closing Mechanics. Subject to At any time after the satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) belowBusiness Combination Closing Date, the Company or any Buyer (as applicable, the “Initiating Party”) may exercise its right to require an Additional Closing by delivering at any time on deliver one or after the applicable Additional Closing Eligibility Date a more written notice thereof by e-mail and overnight courier to each Buyer notices (each, an “Additional Closing Notice”, and the date thereofthereof each, each an “Additional Closing Notice Date”) to the other party (the “Responding Party”). Each Additional Closing Notice shall be irrevocable. Each Additional Closing Notice shall , (A) certify that the requesting an Additional Closing Eligibility Date with respect to such Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount of the Additional Notes to be purchased by each such applicable Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes as set forth in such Additional Closing Notice to be purchased by (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers), eachand (B) setting forth the proposed Additional Closing Date. If a Responding Party fails to execute and return such Additional Closing Notice to the Initiating Party within five (5) Business Days of receipt, an “such Additional Note Amount”)Closing Notice shall be automatically cancelled. For the avoidance of doubt, no Additional Closing shall occur hereunder unless both the Company and each such applicable Buyer shall not be entitled to effect have duly executed and delivered an Additional Closing if on the Notice with respect thereto and no party shall be under any obligation to execute and deliver any Additional Closing Date there is an Equity Conditions Failure (as defined in Notice. Notwithstanding anything herein to the Initial Notes) on the Additional Closing Date. The Company’s rights to affect any contrary, no Additional Closings shall occur hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 from and after the date that is the twelve (12) month anniversary of the Business Combination Closing Date (or (x) such other later date as the Company and the Required Holders (as defined below) shall mutually agreeagree in writing or (y) if earlier, any Irrevocable Additional Closing Notice Date (as defined below)) (the “Additional Closing Expiration Date”).

Additional Closing Mechanics. Subject to the satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, the Company may exercise its right to require an Additional Closing by delivering at any time on or after the applicable Additional Closing Eligibility Date a written notice thereof by e-mail and overnight courier to each Buyer (each, an “Additional Closing Notice”, and the date thereof, each an “Additional Closing Notice Date”). Each Additional Closing Notice shall be irrevocable. Each Additional Closing Notice shall (A) certify that the Additional Closing Eligibility Date with respect to such Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second such Additional Closing (such aggregate principal amount of Additional Notes set forth in such Additional Closing Notice to be purchased by such Buyer, each, an “Additional Note Amount”). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if on the Additional Closing Date there is an Equity Conditions Failure (as defined in the Initial Notes) on the Additional Closing Date. The Company’s rights to affect any Additional Closings hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 (or such other date as the Company and the Holders shall mutually agree, the “Additional Closing Expiration Date”).

Additional Closing Mechanics. (A) Subject to the satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b1(b)(ii)(2)(B) below, the Company may exercise any Major Buyer may, in its right sole option, elect to require effect an Additional Closing by delivering at any time on or after the applicable Additional Closing Eligibility Date delivery of a written notice thereof by e-mail and overnight courier to each Buyer in the form attached hereto as Exhibit B (each, an “Additional Closing Notice”, and the date thereof, each each, an “Additional Closing Notice Date”). Each Additional Closing Notice ) to the Company at any time after the date hereof, but not after 11:59 p.m., New York time, on November 17, 2014 (provided that such period shall be irrevocable. Each extended by the number of Trading Days during such period and any extension thereof contemplated by this proviso on which the Registration Statement is not effective or any prospectus contained therein is not available for use by the Buyer) setting forth (w) such aggregate number of Additional Closing Notice shall (A) certify that the Additional Closing Eligibility Date with respect to such Additional Closing has been met and, other than with respect to deliverables Common Shares to be delivered to each purchased by such Major Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be aggregate number (together with any Additional Shares of Common Stock previously issued to such Major Buyer) may not exceed such aggregate number of Additional Common Shares opposite such Major Buyer’s name in column (4) on the Schedule of Buyers), (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount number of Additional Notes Warrant Shares initially issuable upon exercise of the Additional Warrant to be purchased by each such Major Buyer at such Additional Closing; provided, however, that Closing (which aggregate number (together with any Warrant Shares initially issuable upon exercise of any Additional Warrants previously issued to such Major Buyer) shall not exceed the Company may aggregate number of Additional Warrant Shares as is set forth opposite such Major Buyer’s name in column (6) on the Schedule of Buyers (subject to a proportional decrease if such Major Buyer does not require a elect to acquire all of the Additional Common Shares eligible to be purchased by such Major Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (i.e. 18% warrant coverage)), (y) the applicable Additional Purchase Price for such aggregate principal amount Major Buyer and (z) the applicable Additional Closing Date. Upon delivery of an Additional Notes set forth Closing Notice, such Major Buyer shall be deemed for all corporate purposes to have become the holder of record of such Additional Common Shares and such Additional Warrant specified in such Additional Closing Notice to be purchased by delivered to such Buyer, each, an “Additional Note Amount”). For the avoidance of doubt, the Company shall not be entitled to effect an Major Buyer (or its designee) on such applicable Additional Closing if on Date, irrespective of the date such Additional Closing Date there is an Equity Conditions Failure Common Shares are credited to the Major Buyer’s (or its designee’s) DTC (as defined in below) account or the Initial Notes) on date of delivery of the certificates evidencing such Additional Closing Date. The Company’s rights to affect any Additional Closings hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 Warrants (or such other date as the Company and the Holders shall mutually agree, the “Additional Closing Expiration Date”case may be).

Additional Closing Mechanics. Subject to the satisfaction (or waiver) of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) Additional Notice Conditions (as defined below), the Company may exercise its right to require an Additional Closing by delivering deliver one or more written notices, at any time after 4:00pm New York City time and prior to 11:59pm New York City time, as applicable, on or any Trading Day after the applicable Additional Closing Eligibility Stockholder Approval Date a written notice thereof by e-mail and overnight courier to each Buyer (each, an “Additional Closing Notice”, and the date thereofthereof each, each an “Additional Closing Notice Date”). Each Additional Closing Notice shall be irrevocable. Each Additional Closing Notice shall ) to the Buyers, executed by the chief executive officer or chief financial officer of the Company, (A) certify validly certifying that (I) the Stockholder Approval Date has occurred, (II) the Company has satisfied the Additional Closing Eligibility Date with respect to such Volume Condition (as defined below), the Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(iiPrice Condition (as defined below) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (CIII) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes set forth in such Additional Closing Notice to be purchased by such Buyer, each, an “Additional Note Amount”). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if on the Additional Closing Date there is an no Equity Conditions Failure (as defined in the Initial Notes) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Buyers waiver such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), (B) confirming the aggregate principal amount of the Additional Notes to be purchased by such Buyer and the proposed Additional Closing Date (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date and (D) attaching the draft applicable additional Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice shall be irrevocable. For the avoidance of doubt, the Buyers shall not be required to consummate any Additional Closing if on the Additional Closing Date. The Company’s rights to affect , the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Closings hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 (Notice Condition or such other date as the Company and the Holders shall mutually agree, the “Additional Closing Expiration Date”)Condition, as applicable, has not been satisfied in full.