Common use of Additional Closing Clause in Contracts

Additional Closing. (a) The Additional Closing (if any) shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Additional Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are to be satisfied at the Additional Closing, but subject to the fulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that the Additional Closing shall not occur during the last fifteen (15) days of any calendar quarter) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing. (b) The Parties agree that if the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (c) The Additional Closing (if any) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Additional Closing. The obligation of each Buyer hereunder to purchase its Preferred Shares at each Additional Closing is subject to the satisfaction, at or before each Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived only by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof; and provided further that, in the event any such conditions are not met in respect of any Additional Closing and any Buyer other than Yorkville does not agree to waive such conditions in respect of such Additional Closing, Yorkville may elect in its sole discretion to purchase such Buyer’s pro rata share of the Preferred Shares to be issued and sold at such Additional Closing: (ai) The Company shall have delivered to each a Buyer a written notice indicating the aggregate number of Additional Preferred Shares to be issued and sold by the Company at the applicable Additional Closing (if anythe “Additional Closing Tranche”) shall take place at least five (i5), but no more than seven (7) on a Business Day specified by the Class A Purchaser in a notice Trading Days, prior to the Company and the Class B Purchasers (the “Notice of Additional Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are to be satisfied at the Additional Closing, but subject to the fulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of desired Additional Closing (Date, provided that the Additional Closing Tranche at such Additional Closing shall be no more than 35,000 Additional Preferred Shares. (ii) The Additional Closing Date may be no less than 60 calendar days after the immediately preceding Closing Date; provided that (A) if the number of Preferred Shares issued and sold at the immediately preceding Closing was greater than 25,000 Preferred Shares, then the succeeding Additional Closing Date may be no less than the earlier of (x) 90 calendar days after the immediately preceding Closing Date, and (y) such date after the immediately preceding Closing Date, and not occur less than 60 calendar days thereafter, as of which the Buyers no longer hold any Preferred Shares issued in the immediately preceding Closing Date and (B) with respect to the first Additional Closing Date following the First Closing, if any Preferred Shares are outstanding as of the Stockholder Approval Date, such first Additional Closing Date may be no less than the earlier of (x) 45 days after the Stockholder Approval Date and (y) such date after the Stockholder Approval Date as of which the Buyers no longer hold any Preferred Shares issued in the First Closing. (iii) The average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market during the last fifteen ten (1510) days consecutive Trading Day period ending on the Trading Day immediately preceding the Additional Closing Date, is no less than: (A) $5,000,000 per Trading Day, if the applicable Additional Closing Tranche is greater than 22,500 Additional Preferred Shares; (B) $4,500,000 per Trading Day, if the applicable Additional Closing Tranche is greater than 20,000 Additional Preferred Shares and less than or equal to 22,500 Additional Preferred Shares; (C) $4,000,000 per Trading Day, if the applicable Additional Closing Tranche is greater than 17,500 Additional Preferred Shares and less than or equal to 20,000 Additional Preferred Shares; (D) $3,500,000 per Trading Day, if the applicable Additional Closing Tranche is greater than 15,000 Additional Preferred Shares and less than or equal to 17,500 Additional Preferred Shares; (E) $3,000,000 per Trading Day, if the applicable Additional Closing Tranche is greater than 12,500 Additional Preferred Shares and less than or equal to 15,000 Additional Preferred Shares; (F) $2,500,000 per Trading Day, if the applicable Additional Closing Tranche is greater than 10,000 Additional Preferred Shares and less than or equal to 12,500 Additional Preferred Shares; or (G) $2,000,000 per Trading Day, if the applicable Additional Closing Tranche is less than or equal to 10,000 Additional Preferred Shares. (iv) The Closing Sale Price (as defined in the Certificate of any calendar quarterDesignations) of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the Additional Closing Date shall be no less than the greater of (i) $1.00 per share of Common Stock and (ii) 150% of the Floor Price (as defined in the Certificate of Designations). (v) (A) No Triggering Event as defined in Sections (i), (vii), (viii), (ix) or (x) of the Certificate of Designations has occurred since the date of the immediately preceding Closing Date or is continuing and (B) no later than other Triggering Event as defined in the Drop-Dead Certificate of Designations has occurred and is continuing or that, in respect of any Triggering Event, with notice, the passage of time or both, would occur, including, but not limited to, under Section 5(a)(vii) of the Certificate of Designations. (vi) Such Buyer shall have received the opinion of Orrick, Herrington & Sutcliffe LLP, the Company’s counsel, dated as of the Additional Closing Date, or addressed to each Buyer, in form and substance reasonably acceptable to such Buyer. (iivii) at The Company shall have delivered to such other time Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and place as acknowledged in writing by the Transfer Agent. (viii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Additional Closing Date. (ix) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are 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 Additional Closing Date as though originally made at that time (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 Purchasers may agreeCompany shall have performed, subjectsatisfied and complied in all material respects with the covenants, in each caseagreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the satisfaction foregoing effect. (x) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Trading Day immediately prior to the Closing Date. (xi) The Common Stock (A) shall be designated for quotation or waiver listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the conditions set forth Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in Section 2.09writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, Section 2.10 regulatory or third party consents and Section 2.11 approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) Since the date of the immediately preceding Closing Date, no condition, event or series of events shall exist or have occurred that has had or would reasonably be expected to have or result in a Material Adverse Effect. (xv) The Company has duly and timely delivered all Conversion Shares required to be delivered upon the conversion of any of the outstanding Preferred Shares in accordance with the terms of the Certificate of Designation. (xvi) The Company has an unrestricted cash and cash equivalents balance, inclusive of any unused commitments then available to be drawn under a Permitted ABL Facility, of at least $31,500,000 as of the Additional Closing Date. (xvii) A Registration Statement shall be effective and available for the issuance and sale of (x) the Additional Preferred Shares to be issued in the Additional Closing, (y) Preferred Shares in an amount equal to not less than twelve (12) months of Dividends on such Additional Preferred Shares and (z) the Conversion Shares issuable upon conversion thereof, and the Company shall have delivered (or made publicly available through EDGAR) to each Buyer the Prospectus and the Prospectus Supplement with respect thereto. (bxviii) The Parties agree that if Company shall have obtained the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than thirty (30) days Stockholder Approval prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (cxix) No default or event of default shall have occurred and be continuing under the First Lien Notes or the Second Lien Notes since the date of the immediately preceding Closing Date. (xx) The Additional Closing (if any) Company shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or have delivered to such Buyer such other location documents, instruments or certificates relating to the transactions contemplated by this Agreement as agreed to by the Company and the Purchasers)such Buyer or its counsel may reasonably request.

Additional Closing. In the event an Investment (aas defined in the form of Notes) The Additional Closing (if any) shall take place (i) on a Business Day specified by the Class A Purchaser in Company or any wholly-owned Subsidiary of the Company that is a notice to Guarantor has been identified by the Company and the Class B Purchasers Designee that will be funded, in whole or in part, through the purchase of Notes pursuant to the terms and conditions set forth in this Agreement (the such Investment, an “Notice of Additional ClosingApproved Investment”), following the Designee may, in its sole and absolute discretion, elect to purchase and allocate among one or more of its Affiliates, each of which shall then become a “Buyer” hereunder pursuant to Section 9(g), subject to the satisfaction (or waiver waiver) of the conditions set forth in Section 2.097(c) below, Section 2.10 and Section 2.11 on one or more occasions (other than those conditions that by their nature are to be satisfied at the each an “Additional Closing” and together with the Initial Closing and the Series B Warrant Closing, but each a “Closing”), and the Company will then be required to issue and sell to such Buyer, subject to the fulfillment satisfaction (or waiver of those conditions at the Additional Closingwaiver) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that the Additional Closing shall not occur during the last fifteen (15) days of any calendar quarter) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.096(c) below, Section 2.10 and Section 2.11 at on one or more Additional Closing Date(s) (as defined below), Notes in an aggregate principal amount as is requested by the Designee, which principal amount for all Buyers in any Additional Closing. Closings shall not exceed the lower of (bx) The Parties agree that if the Class B Purchasers do not acquire all amount of the Aggregate Class B Purchased Units applicable Approved Investment and (y) $365,000,000, together with any other Notes purchased by Buyers prior to the applicable date of determination (the lesser of (x) and (y), the “Maximum Amount”). The Designee shall, in its sole and absolute discretion, determine how to allocate the principal amount of Notes to be purchased at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of any Additional Closing no later than among one or more of its Affiliates, each of which shall then become a “Buyer” hereunder pursuant to Section 9(g), as long as the aggregate principal amount of such Notes shall not exceed the Maximum Amount. In the process of identifying an Approved Investment, the Company shall (i) unless an Affiliate of the Designee then serves as a director or observer on the Company’s Board of Directors (the “Board”), notify the Designee in writing of a prospective Approved Investment at least thirty (30) days prior to entering into definitive agreements with respect to such Approved Investment, (ii) offer the Drop-Dead Date, Designee or any of its Affiliates to sign a confidentiality agreement in a form and substance that is reasonably acceptable to such parties in order to enable the Designee or any of its Affiliates to assist in the due diligence process of the Company with respect to such Approved Investment and (iii) consult with the Designee in good faith while conducting due diligence with respect to such Approved Investment. The Company shall cooperate with the Designee in good faith in electing whether to propose any potential investment to the extent such Notice Designee to be an Approved Investment. In addition to potential investments proposed as Approved Investments, the Company shall be required to present to the Designee any Investment that, alone or in a series of Additional Closing has not been delivered by such daterelated transactions, exceeds $100,000,000, such Notice of Additional Closing that the Designee shall be deemed have the right to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject designate any such Investment as an Approved Investment (notwithstanding anything to the satisfaction or waiver of contrary in the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (c) The Additional Closing (if any) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasersdefinition thereof).

Additional Closing. (a) The Subject to the conditions set forth in Section 2.3(b), the Company may require the Investor to purchase $1,000,000 of Additional Notes on the Additional Closing Date. The Company shall indicate its intent to sell the Additional Notes by delivery to the Investor of a written notice which may be delivered between March 15, 2005 and March 30, 2005, provided, that the Company may only deliver such written notice if, on the date of such delivery and on the closing date of such transaction, it is in compliance in all material respects with the terms and conditions of the Transaction Documents, no Event of Default shall exist under the Initial Notes, there is an effective Registration Statement covering the Underlying Shares and the Warrant Shares and the Company's Common Stock shall be have a closing sales price on its Trading Market of at least $0.40 per share for the ten (if any10) shall take place (i) consecutive Trading Days immediately preceding the delivery of the written notice. Notwithstanding the foregoing, with the consent of the Investor, the Company may extend the period by which it may offer the Additional Notes to the Investor. The Company may only exercise the right to elect to require the purchase of Additional Notes on a Business Day specified by single occasion, and there may not be more than a single Additional Closing. If the Class A Purchaser in a notice Company shall have timely delivered such notice, then subject to the Company and the Class B Purchasers (the “Notice of Additional Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.092.3(b), Section 2.10 on the Additional Closing Date, the Company shall issue to the Investor the Additional Notes and Section 2.11 Second Warrants for an aggregate purchase price equal to one million dollars (other than those conditions that by their nature are to be satisfied at $1,000,000) (the "ADDITIONAL PURCHASE Price"). At the Additional Closing, but subject the Company will deliver to the fulfillment or waiver of those conditions at Purchaser: (1) the Additional Closing) but which Notes, in exactly the same form as the Initial Notes, except that the maturity date shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that be one year from the Additional Closing shall not occur during Date, registered in the last fifteen name of the Investor, in the aggregate principal amount of $1,300,000 (15as indicated in the Company's notice to elect the sale and issuance of the Additional Notes), (2) days the Second Warrants (equal to 100% of any calendar quarterthe number of shares into which the Additional Notes may be converted) and (B3) no later than a bring-down of the Drop-Dead legal opinion of Company Counsel delivered on the Closing Date, or (ii) at such other time and place as addressed to the Investor. The Investor will, against delivery of its Additional Notes deliver to the Company, the Additional Purchase Price, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing. (b) for such purpose. The Parties agree that if the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed take place no later than 5 Business Days following the date such notice is delivered or the Investor may reject the Company's request to have been given, and purchase the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such dateNotes. (c) The Additional Closing (if any) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Additional Closing. Subject to the Buyers’ consent and the satisfaction (aor waiver) The of the Additional Notice Conditions (as defined below) and the Additional Closing Conditions, at any time after the Initial Closing Date, the Company may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (if anyeach an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) shall take place (i) on to the Buyers, with a Business Day specified copy to the Trustee, executed by the Class A Purchaser in a notice to chief executive officer or chief financial officer of the Company, (A) certifying that the Company has satisfied the Additional Closing Volume Condition (as defined below), the Additional Closing Price Condition (as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Class B Purchasers Buyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice of Additional ClosingConditions”), following (B) confirming the satisfaction or waiver aggregate principal amount of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are Additional Notes to be satisfied at purchased by the Buyers (which, with respect to any given Additional Closing, but subject to the fulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that the Additional Closing shall not occur during exceed $80,000,000 in the last fifteen aggregate (15) days of any calendar quarter) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place amount as the Company and the Purchasers may Buyers shall mutually agree)), subjectthe pro rata amount to be purchased by such Buyer (which, in each casetogether with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, to shall not exceed the satisfaction or waiver of the conditions maximum aggregate principal amount as set forth opposite such Buyer’s name in Section 2.09column (4) on the Schedule of Buyers), Section 2.10 and Section 2.11 at (C) setting forth the proposed Additional Closing. Closing Date (b) The Parties agree that if the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser which shall be required to deliver the Notice of fifth (5th) Trading Day after such Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (c) The Additional Closing (if any) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date”, and together with the PurchasersInitial Closing Date, each a “Closing Date”) and (D) attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice, upon mutual consent of each Buyer and the Company, shall be irrevocable. For the avoidance of doubt, the Buyers shall not be required to consummate any Additional Closing without Buyers’ consent or if on the Additional Closing Date the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder with the Buyers’ consent shall terminate upon the eighteen (18)—month anniversary of the date hereof (or such earlier date as the Company shall determine, in its sole discretion, by delivery of a written notice to the Buyers) (the “Additional Closing Expiration Date”).

Additional Closing. (a) The Additional Closing (if any) shall take place (i) on Each Purchaser and the Company shall each have the right to deliver a Business Day specified by the Class A Purchaser in a written notice to the Company and the Class B Purchasers other (the “Notice of "Additional Closing”Financing Notice") requiring such other party to either sell or buy (severally and not jointly), as the case may be, the Additional Securities for the Additional Purchase Price. The Additional Financing Notice may be delivered no earlier than 190 days following the satisfaction Closing Date and no later than 210 days following the Closing Date, or waiver as otherwise agreed to by the parties hereto. At the Additional Closing each Purchaser which receives or delivers an Additional Closing ------ 2 The number which equals 7.5% of $7,000,000 divided by the lesser of (i) 110% of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are to be satisfied at average of the Per Share Market Values for the four Trading Days preceding the Additional ClosingClosing Date and (ii) $16.00 (subject to equitable adjustment for stock splits, but recombinations and similar events). Notice pursuant to the terms hereof shall (subject to the fulfillment or waiver terms and conditions herein) purchase such portion of those conditions the Additional Securities as equals such Purchaser's pro-rata portion of the Initial Securities issued and sold at the Closing. The closing of the purchase and sale of Additional Securities (the "Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that the Additional Closing shall not occur during the last fifteen (15) days of any calendar quarter) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing. (b) The Parties agree that if the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (c) The Additional Closing (if any") shall take place at the offices of Skadden, Arps, Slate, Robinson Silverman,1290 Av▇▇▇▇ ▇▇ t▇▇ ▇▇▇▇▇▇a▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ LLP ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇▇▇ess Day after the Additional Financing Notice is received by a Purchaser or the Company, as the case may be, or on such other date as otherwise agreed to by the parties hereto, provided, that in no case shall the Additional Closing take place unless and until all of the conditions listed in Section 5 of this letter shall have been satisfied by the Company or waived by the Purchasers. The date of the Additional Closing is hereinafter referred to as the "Additional Closing Date." Notwithstanding anything to the contrary contained in this letter, each Purchaser may, prior to the Additional Closing Date, designate an Affiliate thereof to acquire all or any portion of the Additional Securities. (i) At the Additional Closing, the parties shall deliver or shall cause to be delivered the following: (a) the Company shall deliver to (x) each Purchaser which receives or delivers an Additional Closing Notice pursuant to the terms hereof or its designated Affiliate: (1) the number of Additional Shares purchased equal to such Purchaser's pro rata portion of the Initial Shares issued and sold at One the Closing, registered in the name of such Purchaser or its designated Affiliate, (2) an Additional Adjustable Warrant registered in the name of such Purchaser or its designated Affiliate, (3) an Additional Closing Warrant registered in the name of such Purchaser or its designated Affiliate, entitling the holder thereof to purchase such number of shares of Common Stock as equals such Purchaser's pro-rata portion of the shares of Common Stock underlying the Initial Closing Warrant issued and sold at the Closing to such Purchaser, (4) a legal opinion in form and substance acceptable to the Purchasers, (5) an officer's certificate pursuant to Section 5(b) hereof and (6) executed Additional Transaction Documents and the Transfer Agent Instructions relating to the Additional Securities, and (y) Robinson Silverman, $20,00▇ ▇▇▇ ▇▇e ▇▇▇▇▇ ▇▇es and expenses incurred by the Purchasers to prepare the Additional Transaction Documents, which amount shall be deducted by the Purchasers from the Additional Purchase Price and shall be paid directly to Robinson Silverman and (b) ▇▇▇▇ ▇▇r▇▇▇▇▇▇ Square▇▇ich receives or delivers an Additional Closing Notice pursuant to the terms hereof shall deliver to the Company (1) its pro rata portion of the Additional Purchase Price, Wilmington, Delaware (or such other location as agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Additional Closing Date and (2) the Purchasers)executed Additional Transaction Documents.

Additional Closing. (ai) The Between the 180th day and the 190th day following the Closing Date, each of the Purchasers and the Company shall have the right to deliver a written notice to the other (the "Additional Financing Notice") requiring such other party to either sell or buy (severally and not jointly), as the case may be, the Additional Securities for the Additional Financing Amount indicated therein. At the Additional Closing (if anyas defined herein) shall take place each Purchaser shall, severally and not jointly, purchase (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Additional Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are to be satisfied at the Additional Closing, but subject to the fulfillment or waiver terms and conditions herein) such portion of those conditions Additional Securities as equals such Purchaser's pro-rata portion of the Initial Securities issued and sold at the Closing. The closing of the purchase and sale of the Additional Securities (the "Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that the Additional Closing shall not occur during the last fifteen (15) days of any calendar quarter) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing. (b) The Parties agree that if the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (c) The Additional Closing (if any") shall take place at the offices of Skadden, Arps, Slate, Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇,▇▇▇0 Avenue of the Americas, New ▇▇▇▇, ▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇, ▇▇ Squarethe fifth (5th) Business Day after the Additional Financing Notice is delivered by the Purchasers or the Company, Wilmingtonas the case may be, Delaware (or on such other location date as otherwise agreed to by the parties hereto provided, that in no case shall the Additional Closing take place unless and until all of the conditions listed in Section 5 of this letter shall have been satisfied by the Company and or waived by the PurchasersPurchasers (it being understood that each Purchaser may elect to waive or enforce such conditions in its own discretion). The date of the Additional Closing is hereinafter referred to as the "Additional Closing Date." Notwithstanding anything to the contrary contained in this letter, each Purchaser may, prior to the Additional Closing Date, designate an Affiliate thereof to acquire all or any portion of the Additional Securities to be sold on the Additional Closing Date.

Additional Closing. (a) The Additional Closing (if any) shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Additional Closing”), following subject to the satisfaction or waiver at or prior to the Additional Closing of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are to be satisfied at the Additional Closing, but subject to the fulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than thirty ten (3010) days Business Days after receipt by the Class B Purchasers of the Notice of Additional Closing (and provided that the Class A Purchaser shall have the right, upon at least two (2) Business Days' prior notice to the Class B Purchaser Representative, to defer the Additional Closing shall not occur during Date to a date later than the last fifteen (15) days date specified in the Notice of any calendar quarterAdditional Closing) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing. (b) The Parties agree that if the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than thirty ten (3010) days Business Days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (c) The Additional Closing (if any) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Additional Closing. (a) The Additional Closing (if any) shall take place (i) on a Business Day specified by the Class A Purchaser in a notice Subject to the Company and the Class B Purchasers satisfaction (the “Notice of Additional Closing”), following the satisfaction or waiver waiver) of the conditions set forth in Section 2.09Sections 6(b) and 7(b) below, Section 2.10 and Section 2.11 (other than those conditions that each Buyer, severally, shall have the right, exercisable by their nature are to be satisfied at the Additional Closing, but subject delivery by e-mail of a written notice to the fulfillment Company (the “Additional Optional Closing Notice”, and the date hereof, the “Additional Optional Closing Notice Date”) to purchase, and to require the Company to sell to such Buyer, at one or waiver more Additional Closings, up to such maximum aggregate principal amount of those conditions at Additional Notes as set forth opposite its name in column (4) on the Schedule of Buyers (each, an “Additional ClosingOptional Notes Amount”). Each Additional Optional Closing Notice shall specify (x) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers proposed date and time of the Notice of applicable Additional Closing (provided that the which, if unspecified in such Additional Optional Closing shall not occur during the last fifteen (15) days of any calendar quarter) and (B) no later than the Drop-Dead DateNotice, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing. (b) The Parties agree that if the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the second (2nd) Trading Day after such Additional Optional Closing Notice of Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (c) The Additional Closing (if any) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location date as is mutually agreed to by the Company and each Buyer, each, an “Additional Optional Closing Date,”) and (y) the Purchasersapplicable Additional Optional Notes Amount of the Additional Note to be issued to such Buyer at such Additional Closing, which amount shall be not less than $18,000,000. The Buyers’ rights to effect any further Additional Closings hereunder shall terminate upon the second anniversary of the Applicable Date (as defined below) (or such earlier date as the Required Holders shall notify the Company) (the “Additional Optional Closing Expiration Date”), at such time such Buyer shall have no further right to require any further Additional Closings hereunder.

Additional Closing. At any time during the period beginning on the Initial Closing Date and ending on the six (a6)-month anniversary thereof, upon mutual agreement between the Company and Fir Tree, the Purchasers shall be permitted to purchase up to an aggregate number of additional Preferred Shares (rounded down to the nearest whole number) The Additional Closing (if any) shall take place (i) on a Business Day specified equal to $5,000,000 divided by the Class A Purchaser Per Share Purchase Price, on the terms and conditions set forth in this Section 2.2. If the Purchasers desire to purchase such additional Preferred Shares, Fir Tree shall deliver a written notice to the Company and the Class B Purchasers (the “Notice of Additional ClosingClosing Notice”), following which shall specify the satisfaction or waiver of following: (a) the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are Additional Closing Purchase Price to be satisfied at paid by each Purchaser; and (b) the Additional Closing, but subject to the fulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of anticipated Additional Closing Date (provided not to be less than five (5) Business Days from the date of such notice), it being understood that the Additional Closing Notice may be amended by Fir Tree at any time prior to the Additional Closing Date. Fir Tree shall not occur during the last fifteen (15) days of any calendar quarter) and (B) no later than the Drop-Dead Date, or (ii) at provide such other time and place additional information as the Company and the Purchasers may agree, subject, in each case, reasonably request with respect to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing. (b) The Parties agree that if the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing Notice or any information set forth therein. The additional closing of the purchase and sale of Preferred Shares hereunder shall occur on such date and time as agreed between the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 Company and Section 2.11 on such date. (c) The Additional Closing (if any) shall take place Fir Tree at the Houston, Texas offices of Skadden, Arps, Slate, ▇▇V▇▇▇▇▇ & E▇▇▇▇▇ LLP at One L.L.P. (1001 F▇▇▇▇▇▇ Square, WilmingtonSuite 2500, Delaware (Houston, Texas 77002) or at such other location as agreed the parties shall mutually agree, upon satisfaction of the covenants and conditions set forth in Sections 2.4 and 2.5 (the “Additional Closing”). The parties agree that the Additional Closing may occur via delivery of facsimiles or photocopies of the closing deliverables contemplated hereby. Unless otherwise provided herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Additional Closing will be deemed to have been taken and executed simultaneously, and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken. At the Additional Closing, on the Additional Closing Date, upon the terms and subject to the conditions set forth herein: (a) the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, a number of Preferred Shares (rounded down to the nearest whole number) equal to the Additional Closing Purchase Price set forth opposite such Purchaser’s name in the Additional Closing Notice divided by the Per Share Purchase Price; provided, however, that, unless otherwise approved by the holders of a majority of the Company’s outstanding shares of Common Stock (excluding, for the avoidance of doubt, the Securities), the aggregate number of Preferred Shares issued to Purchasers pursuant to this Agreement or in connection herewith at a Price Per Share that is below the greater of the market value per share or book value per share of the Common Stock as determined consistently with NASDAQ Rule 5635(d) shall in no event exceed 19.9% of the outstanding shares of the Company’s Common Stock or 19.9% of the outstanding voting power of the Company as of immediately prior to the Initial Closing and prior to giving effect to the issuance of Securities pursuant to this Agreement, and any reduction as a result of the foregoing shall be borne pro rata amongst the Purchasers based on the number of Preferred Shares opposite such Purchaser’s name in the Additional Closing Notice; and (b) to effect the purchases and sales described in Section 2.2(a), (i) each Purchaser shall deliver to the Company, via wire transfer, to an account designated by the Company at least two (2) Business Days prior to the Additional Closing Date, immediately available funds equal to such Purchaser’s Additional Closing Purchase Price set forth opposite such Purchaser’s name in the Additional Closing Notice (as adjusted for any reduction in the number of Securities to be purchased pursuant to the proviso in Section 2.2(a)), (ii) the Company shall deliver to each Purchaser the number of Preferred Shares described in Section 2.2(a) (as adjusted for any reduction in the number of Securities to be purchased pursuant to the proviso in Section 2.2(a)) and (iii) the Purchasers)Company and each Purchaser shall deliver the other items set forth in Section 2.4 deliverable at the Additional Closing.

Additional Closing. (a) The Additional Closing (if any) shall take place (i) on a Business Day specified by the Class A Purchaser in a notice Subject to the Company and the Class B Purchasers satisfaction (the “Notice of Additional Closing”), following the satisfaction or waiver waiver) of the conditions set forth in Section 2.09Sections 1(d), Section 2.10 6(b) and Section 2.11 7(b) below, the Company shall issue and sell to each Buyer, and each such Buyer severally, but not jointly, agrees to purchase from the Company on (other than those conditions a) the First Additional Closing Date (as defined below), (i) the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(b) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that by their nature number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the Schedule of Buyers (the “First Additional Closing”) and (b) the Second Additional Closing Date (as defined below), (i) the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of Buyers (the “Second Additional Closing” and together with the First Additional Closing, each an “Additional Closing”). The Initial Closing, the First Additional Closing, and the Second Additional Closing are each referred to be satisfied at herein as a “Closing”, and, whenever the context requires, each reference in this Agreement to “the Additional Closing, but subject ” or words of like import shall mean and be a reference to “the fulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that the Additional Closing shall not occur during the last fifteen (15) days of any calendar quarter) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the applicable Additional Closing.”” (b) The Parties agree that if the Class B Purchasers do not acquire all Section 1(d) of the Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, Purchase Agreement is hereby deleted in its entirety and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, amended and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (c) The Additional Closing (if any) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location restated as agreed to by the Company and the Purchasers).follows:

Additional Closing. On a Trading Day that (aA) The is on or before the Additional Closing Deadline, (if anyB) shall take place (i) follows the date on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Additional Closing”), following the satisfaction or waiver of which the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are to be 2.4 shall have been satisfied at the Additional Closing, but subject to the fulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that the Additional Closing shall not occur during the last fifteen (15) days of any calendar quarter) duly waived and (BC) no later than the Drop-Dead Date, or (ii) at such other time and place as is proposed by the Company and reasonably acceptable to each Initial Purchaser and mutually agreed by the Purchasers may agreeCompany and each Initial Purchaser (the “Additional Closing Date”), subject, in each case, upon the terms and subject to the satisfaction or waiver of the conditions set forth in Section 2.09herein, Section 2.10 the Company may request to sell additional Notes (the “Additional Notes”) having an aggregate principal amount not to exceed $555,555.56 and Section 2.11 at for a Purchase Price that reflects the Additional Closing. (b) The Parties agree that if the Class B Purchasers do not acquire all of the Aggregate Class B Purchased Units at same original issue discount shown on Schedule I for the Initial ClosingNotes, then by delivering to the Class A Purchaser shall be required to deliver Collateral Agent a notice specifying the Notice of aggregate Initial Principal Amount requested, the Purchase Price and the proposed Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of as well as certifying that the conditions set forth on Section 2.4 (other than the deliveries described in Section 2.09, Section 2.10 and Section 2.11 on 2.2(c)) are satisfied as of the date of such date. notice (c) The the “Additional Closing Notice”). The Collateral Agent shall forward such notice to each Purchaser and, upon receipt, each such Purchaser may, in its sole discretion, decide to purchase its Pro Rata Portion of the Additional Notes by notifying the Collateral Agent within five (5) Business Days of receipt of such Additional Closing Notice and indicating in its notice whether such Purchaser is interested in purchasing Additional Notes in excess of its allocated Pro Rata Portion if any) available and, if so, its maximum additional Purchase Price. Should some Purchasers decline to purchase their Pro Rata Portion of the Additional Notes, the Collateral Agent may, in its sole discretion, reallocate such Pro Rata Portion to Purchasers having indicated such an interest in purchasing Additional Notes in excess of their allocation. Should there not be enough such Purchasers to purchase such Pro Rata Portion, the Collateral Agent may, in its sole discretion, offer such Pro Rata Portion to third parties. Each such third party that agrees to purchase Additional Notes shall take place at execute and deliver to the offices of SkaddenCollateral Agent a Joinder Agreement and, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (whether or not such other location as agreed to Joinder Agreement shall be acknowledged by the Company Company, shall thereafter for all purposes be a party hereto and have the Purchasers)same rights, benefits and obligations as a Purchaser party hereto on the Additional Closing Date.

Additional Closing. On a Trading Day that (aA) The is on or before the Additional Closing Deadline, (if anyB) shall take place (i) follows the date on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Additional Closing”), following the satisfaction or waiver of which the conditions set forth in Section 2.092.3(c) shall have been satisfied or duly waived and (C) is proposed by the Company and reasonably acceptable to each Initial Purchaser (the “Additional Closing Date”), Section 2.10 upon the terms and Section 2.11 (other than those conditions that by their nature are to be satisfied at the Additional Closing, but subject to the fulfillment or waiver of those conditions set forth herein, the Company may request to sell additional Notes (the “Additional Notes”) having an aggregate principal amount not to exceed $12,222,222.00 and for a Purchase Price that reflects at least the Additional Closing) but which shall take place (A) no earlier than thirty (30) days after receipt same original issue discount shown on Schedule I for the Initial Notes, by delivering to the Class B Purchasers of Collateral Agent a notice specifying the Notice of aggregate Initial Principal Amount requested, the Purchase Price and the proposed Additional Closing (provided that the Additional Closing shall not occur during the last fifteen (15) days of any calendar quarter) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of well as certifying that the conditions set forth in Section 2.092.3(c) (other than the deliveries described in Section 2.2(c)) are satisfied (or duly waived) as of the date of such notice (the “Additional Closing Notice”). The Collateral Agent shall forward such notice to each Purchaser and, Section 2.10 and Section 2.11 at upon receipt, each such Purchaser may, in its sole discretion, decide to purchase its Pro Rata Portion of the Additional Closing. Notes by notifying the Collateral Agent within five (b5) The Parties agree that Business Days of receipt of such Additional Closing Notice and indicating in its notice whether such Purchaser is interested in purchasing Additional Notes in excess of its allocated Pro Rata Portion if the Class B available and, if so, its maximum additional Purchase Price. Should some Purchasers do not acquire all decline to purchase their Pro Rata Portion of the Aggregate Class B Purchased Units at Additional Notes, the Initial ClosingCollateral Agent may, then in its sole discretion, reallocate such Pro Rata Portion to Purchasers having indicated such an interest in purchasing Additional Notes in excess of their allocation. Should there not be enough such Purchasers to purchase such Pro Rata Portion, the Class A Purchaser Collateral Agent may, in its sole discretion, offer such Pro Rata Portion to third parties. Each such third party that agrees to purchase Additional Notes shall execute and deliver to the Collateral Agent a Joinder Agreement and, whether or not such Joinder Agreement shall be required to deliver acknowledged by the Notice of Additional Closing no later than thirty (30) days prior to Company, shall thereafter for all purposes be a party hereto and have the Drop-Dead Datesame rights, benefits and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and obligations as a Purchaser party hereto on the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date. (c) The Additional Closing (if any) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).