Common use of Additional Closing Clause in Contracts

Additional Closing. Subject to the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the conditions set forth in Sections 6(b) and 7(b) below (the “Additional Closing Conditions”), at any time after the Exchange 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 (each, an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the 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 Buyers waive 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 the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (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 (which shall be the fifth (5th) 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 and the Exchange 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 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 if 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 shall terminate upon the first 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. Subject to (a) At any time following the satisfaction (or waiver) Closing through and including March 31, 2013, the Company may sell additional shares of the Additional Notice Conditions (as defined below) and the conditions set forth in Sections 6(b) and 7(b) below Series C Preferred Stock (the “Additional Closing ConditionsShares’”), at any time after the Exchange Closing Datea purchase price of $4.00 per share, the Company may deliver to one or more written notices at any time less than $3,000,000 in aggregate principal amount investor(s) (each an “Additional Investor” and collectively, the “Additional Investors”) acceptable to: (i) a majority of Notes remain outstanding the Company’s board of directors; and (ii) the Majority Investors. (b) Each closing of the purchase, sale and issuance of Additional Shares to the Additional Investor(s) (each, an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “Additional Closing Notice DateClosing”) to shall take place at the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer offices 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 at 10:00 a.m. on 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 Buyers waive 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 the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 in the aggregate (or such other amount date as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (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 Investor(s) participating in column (3) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date (which shall be the fifth (5th) Trading Day after such Additional Closing Notice may agree either orally 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 and the Exchange 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 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 if 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 shall terminate upon the first 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) writing (the “Additional Closing Expiration Date”). At each Additional Closing, the Company shall deliver to each Additional Investor participating in the Additional Closing a certificate in such Additional Investor’s name representing the shares of Series C Preferred Stock purchased by such Additional Investor at such Additional Closing, against payment of the purchase price as provided in Section 1.2. Notwithstanding anything to the contrary set forth herein, this Agreement, including, without limitation, Exhibit A hereto, may be amended by the Company without the consent of any Investors to: (i) reflect the issuance of Additional Shares at each Additional Closing; and (ii) upon the execution by an Additional Investor of a counterpart signature page hereto, to include such Additional Investor on Exhibit A (a) under the heading “Additional Closing” reflecting the number of shares of Series C Preferred Stock purchased by such Additional Investor at each Additional Closing. Upon the execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an “Investor” for all purposes under this Agreement.

Additional Closing. Subject (a) At any time following the First Closing through and including the Second Closing, the Company may sell up to the satisfaction (or waiver) an aggregate of the Additional Notice Conditions (as defined below) and the conditions set forth in Sections 6(b) and 7(b) below 166,667 shares of Series B Preferred Stock (the “Additional Closing ConditionsShares”), at any time after the Exchange Closing Datea purchase price of $3.00 per share, the Company may deliver to one or more written notices at any time less than $3,000,000 in aggregate principal amount investor(s) (each an “Additional Investor” and collectively, the “Additional Investors”) acceptable to: (i) a majority of Notes remain outstanding the Company’s board of directors; and (ii) the Majority Investors. (b) Each closing of the purchase, sale and issuance of Additional Shares to the Additional Investor(s) (each, an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “Additional Closing Notice DateClosing”) to shall take place at the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer offices 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 at 10:00 a.m. on 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 Buyers waive 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 the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 in the aggregate (or such other amount date as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (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 Investor(s) participating in column (3) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date (which shall be the fifth (5th) Trading Day after such Additional Closing Notice may agree either orally 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 and the Exchange 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 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 if 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 shall terminate upon the first 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) writing (the “Additional Closing Expiration Date”). At each Additional Closing, the Company shall deliver to each Additional Investor participating in the Additional Closing a certificate in such Additional Investor’s name representing the shares of Series B Preferred Stock purchased by such Additional Investor at such Additional Closing, against payment of the purchase price as provided in Section 1.2. Notwithstanding anything to the contrary set forth herein, this Agreement, including, without limitation, Exhibit A hereto, may be amended by the Company without the consent of any Investors to: (i) reflect the issuance of Additional Shares at each Additional Closing; and (ii) upon the execution by an Additional Investor of a counterpart signature page hereto, to include such Additional Investor on Exhibit A (a) under the heading “Additional Closing” reflecting the number of shares of Series B Preferred Stock purchased by such Additional Investor at each Additional Closing and (b) under the heading “Second Closing” to reflect that each Additional Investor has committed to purchase in the Second Closing a number of shares of Series B Preferred Stock equal to the number of Additional Shares purchased by such Additional Investor at such Additional Closing. Upon the execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an “Investor” for all purposes under this Agreement.

Additional Closing. Subject to If the satisfaction (or waiver) aggregate principal amount of the Additional Notice Conditions Notes purchased at the First Closing is less than $18,372,132, then at any time on or before the earlier of the consummation of a Qualified Financing (as defined below) in the Notes), the filing of a public registration statement with respect to an IPO (as defined in the Notes), Liquidation Event or Deemed Liquidation Event (each as defined in the Notes), or July 31, 2018 (the “Outside Date”), or such later date as is approved by the Investors holding at least 60% of the then-outstanding and unpaid principal and interest under all Notes (the “Requisite Investors”), the Company may sell up to the balance of the authorized Notes not sold at the First Closing in one additional closing (the “Additional Closing” and each of the First Closing and the Additional Closing, a “Closing”) to Chengdu ▇▇▇▇▇ Genomics Technology Co., Ltd. or its Affiliate (“▇▇▇▇▇”), up to the amount set forth on EXHIBIT C attached hereto. In addition to the other closing conditions set forth in Sections 6(bthis Agreement, the Additional Closing with ▇▇▇▇▇ shall be subject to (i) ▇▇▇▇▇’▇ receipt of internal approval and 7(bauthorization for the transactions contemplated under the Purchase Agreement, (ii) below ▇▇▇▇▇’▇ receipt of any and all approvals or notices of record filing from the Ministry of Commerce, State Administration of Foreign Exchange and the National Development and Reform Commission of China, relating to the transactions contemplated under the Purchase Agreement, and (iii) no material adverse effect relating to the Company’s business, properties, assets, or operations, taken as a whole, existing at the time of the Additional Closing with ▇▇▇▇▇. Upon signing a counterpart signature page to this Agreement and its purchase of a Note at the Additional Closing, ▇▇▇▇▇ shall become a party to this Agreement and shall be deemed to be an “Investor” for all purposes under this Agreement, and the Schedule of Investors attached hereto shall be amended to reflect the amount ▇▇▇▇▇ has agreed to lend the Company in the column entitled “Additional Closing ConditionsLoan Amount” (such amount and the First Closing Investors’ “First Closing Loan Amount,” a “Loan Amount”), . The loan made at any time after the Exchange 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 (each, an “Additional Closing Notice”shall be made on the terms and conditions set forth in this Agreement, and the representations and warranties of the Company set forth in Section 3 hereof and the representations and warranties of the Investors set forth in Section 4 hereof shall speak as of the date of each the Additional Closing Notice, each, an Closing. Any Note issued pursuant to this Section 1(b) shall be deemed to be a “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Company, (A) certifying that the Company has satisfied Note” for all purposes under this Agreement. On the Additional Closing Volume Condition Date (as defined below), ▇▇▇▇▇ shall lend to the Company at 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 Buyers waive 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 the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (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 its name in under the column (3) entitled “Additional Closing Loan Amount” on the Schedule of Buyers), Investors attached hereto (Cas may be amended as described above) setting forth against the proposed Additional Closing Date (which shall be the fifth (5th) Trading Day after such Additional Closing Notice or such other date as is mutually agreed to issuance and delivery by the Company and each Buyer, each, an “Additional Closing Date,” and together with the Initial Closing Date and the Exchange 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 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 if 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 shall terminate upon the first 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 DateNote for such Loan Amount.” 4. Section 2(a).

Additional Closing. Subject to the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) The Company and the conditions Investor set forth in Sections 6(b) and 7(b) below on Schedule II (the “Additional Closing Conditions”), at any time after the Exchange 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 (each, an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “Additional Closing Notice DateInvestor”) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Company, (A) certifying mutually agree 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 there shall occur unless the Buyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date be an additional closing (the “Additional Notice ConditionsClosing”), (B) confirming the aggregate principal amount of the Additional Notes to be purchased by the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (which, together with the aggregate principal amount Initial Closing, each a “Closing”) of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as purchase and sale of the corresponding number of Offered Shares set forth opposite such Buyer’s name in column on Schedule II attached hereto (3the “Additional Shares”, and together with the Initial Shares, the “Offered Shares”) on November 25, 2025 or on such earlier date and time as the Schedule of Buyers), parties may mutually agree (C) setting forth the proposed Additional Closing Date (which shall be the fifth (5th) 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 and the Exchange Closing Date, each, each a “Closing Date”) ). Subject and (D) attaching pursuant to the draft applicable additional Supplemental Indenture terms and Prospectus Supplement (as defined below) with respect thereto. Each conditions set forth herein, the Company agrees that it shall issue and sell to solely to such Additional Closing Notice shall be irrevocable. For Investor (and to no other Investor) pursuant to the avoidance of doubtProspectus, the Buyers shall not be required to consummate any and such Additional Closing if Investor agrees that it shall purchase from the Company, such Additional Shares on the Additional Closing Date if Date. The aggregate purchase price for the Additional Shares (the “Aggregate Additional Purchase Price”, and together with the Aggregate Initial Purchase Price, the “Aggregate Purchase Price”) and the purchase price per Additional Share are set forth on Schedule II hereto. The Additional Closing shall take place at the offices of B▇▇▇▇ ▇▇▇▇ L▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP located at One Metropolitan Square, 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (or such other location (including by taking place remotely by electronic transfer of the Closing documentation) as the parties may agree upon) at 10:00 A.M. on the Additional Closing Volume ConditionDate. For purposes of clarity, the there shall be no additional conditions relating to such Additional Closing Price Condition or any Additional Notice Condition or other than those conditions of the Company set forth in Section 4(a) and those conditions such Additional Closing Condition, Investor as applicable, has not been satisfied set forth in full. The Company’s rights to effect any Additional Closings hereunder shall terminate upon the first anniversary of the date hereof Section 4(b)(1)-(4) and (or such earlier date as the Company shall determine, in its sole discretion, by delivery of a written notice to the Buyers7) (the “Additional Closing Expiration Date”)hereof.

Additional Closing. Subject (a) At any time following the Initial Closing but prior to the satisfaction (or waiver) Subsequent Closing, the Company may sell up to an aggregate of the Additional Notice Conditions (as defined below) and the conditions set forth in Sections 6(b) and 7(b) below 500,000 shares of Series A Preferred Stock (the “Additional Closing ConditionsShares”), at any time after the Exchange Closing Datea purchase price of $1.00 per share, the Company may deliver to one or more written notices at any time less than $3,000,000 in aggregate principal amount investor(s) (each an “Additional Investor” and collectively, the “Additional Investors”) acceptable to: (i) a majority of Notes remain outstanding the Company’s board of directors; and (ii) the Majority Investors. (b) Each closing of the purchase, sale and issuance of Additional Shares to the Additional Investor(s) (each, an “Additional Closing NoticeClosing”, ) shall take place at the offices of the Company at 10:00 a.m. on such date as the Company and the date Additional Investor(s) participating in such Additional Closing may agree either orally or in writing (the “Additional Closing Date”). At each Additional Closing, the Company shall deliver to each Additional Investor participating in the Additional Closing a certificate in such Additional Investor’s name representing the shares of Series A Preferred Stock purchased by such Additional Investor at such Additional Closing, against payment of the purchase price as provided in Section 1.2. Notwithstanding anything to the contrary set forth herein, this Agreement, including, without limitation, Exhibit A hereto, may be amended by the Company without the consent of any Investors to: (i) reflect the issuance of Additional Shares at each Additional Closing; and (ii) upon the execution by an Additional Investor of a counterpart signature page hereto, to include such Additional Investor on Exhibit A (a) under the heading “Additional Closing” reflecting the number of shares of Series A Preferred Stock purchased by such Additional Investor at each Additional Closing Noticeand (b) under the heading “Subsequent Closing” to reflect that each Additional Investor has committed to purchase in the Subsequent Closing a number of shares of Series A Preferred Stock equal to the number of Additional Shares purchased by such Additional Investor at such Additional Closing. Upon the execution by such Additional Investor of a counterpart signature page hereto, each, such Additional Investor shall be deemed to be an “Investor” for all purposes under this Agreement. (c) In connection with any Additional Closing, the Company and each Additional Investor acknowledge and agree that: (i) the purchase and sale of Additional Shares at such Additional Closing Notice Date”shall be made on the terms and conditions set forth in this Agreement; (ii) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer representations and warranties of the Company, Company set forth in Section 2 (A) certifying that and the Company has satisfied the Additional Closing Volume Condition Schedule of Exceptions (as defined below)) shall speak only as of the Initial Closing, and the Company shall have no obligation to update any such representations and warranties (or exceptions) as of the Additional Closing; and (iii) the representations and warranties of each Additional Investor in Section 3 shall speak as of 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 Buyers waive 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 the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (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 (which shall be the fifth (5th) 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 and the Exchange 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 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 if 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 shall terminate upon the first 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. Subject to the Buyers’ consent and the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the conditions set forth in Sections 6(b) and 7(b) below (the “Additional Closing Conditions”), at any time after the Exchange 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 (each, each an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the 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 Buyers waive 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 the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 80,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (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 (34) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date (which shall be the fifth (5th) 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 and the Exchange Closing Date, each, 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 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 if 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 first 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. Subject to the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the conditions set forth in Sections 1(d), 6(b) and 7(b) below (the “Additional Closing Conditions”), at any time after the Exchange Closing Datebelow, 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 shall issue and sell to each Buyer, and each such Buyer severally, but not jointly, agrees to purchase from the Company on (each, an “a) the First Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Company, (A) certifying that the Company has satisfied the Additional Closing Volume Condition Date (as defined below), (i) the number of Additional Closing Price Condition (Preferred Shares 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 Buyers waive 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 the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (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 is set forth opposite such Buyer’s name in column (33)(b) on the Schedule of Buyers), Buyers and (Cii) setting Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the proposed Schedule of Buyers (the “First Additional Closing”) and (b) the Second Additional Closing Date (which shall be as defined below), (i) the fifth (5th) Trading Day after such number of Additional Closing Notice or such other date Preferred Shares as is mutually agreed set forth opposite such Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to by acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Company and each Buyer, each, an Schedule of Buyers (the “Second Additional Closing Date,Closing” and together with the First Additional Closing, each an “Additional Closing”). The Initial Closing Date Closing, the First Additional Closing, and the Exchange Second Additional Closing Date, each, are each referred to herein as a “Closing DateClosing”) and (D) attaching , and, whenever the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice shall be irrevocable. For the avoidance of doubtcontext requires, the Buyers shall not be required each reference in this Agreement to consummate any Additional Closing if on “the Additional Closing Date if Closing” or words of like import shall mean and be a reference to “the applicable 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 shall terminate upon the first anniversary Closing.”” (b) Section 1(d) of the date hereof (or such earlier date as the Company shall determine, Purchase Agreement is hereby deleted in its sole discretion, by delivery of a written notice to the Buyers) (the “Additional Closing Expiration Date”).entirety and amended and restated as follows:

Additional Closing. Subject to the satisfaction (or waiveri) of the Additional Notice Conditions (as defined below) Each Purchaser and the conditions set forth in Sections 6(b) and 7(b) below (the “Additional Closing Conditions”), at any time after the Exchange 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 (each, an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the 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 Buyers waive 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 the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (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 (which shall be the fifth (5th) 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 and the Exchange 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 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 if 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 shall terminate upon the first anniversary of the date hereof (or such earlier date as the Company shall determine, in its sole discretion, by delivery of each have the right to deliver a written notice to the Buyers) 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 Purchase Price. The Additional Financing Notice may be delivered no earlier than 190 days following the Closing Date and no later than 210 days following the Closing Date, or as otherwise agreed to by the parties hereto. At the Additional Closing Expiration 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 average of the Per Share Market Values for the four Trading Days preceding the Additional Closing Date and (ii) $16.00 (subject to equitable adjustment for stock splits, recombinations and similar events). Notice pursuant to the terms hereof shall (subject to the terms and conditions herein) purchase such portion of 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") shall take place at the offices of Robinson Silverman,1290 Av▇▇▇▇ ▇▇ t▇▇ ▇▇▇▇▇▇a▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇▇▇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 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▇▇▇▇▇▇ ▇▇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, 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 executed Additional Transaction Documents.