Common use of Additional Financing Clause in Contracts

Additional Financing. The Company shall have the right, but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for the Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided to the Purchasers prior to their execution of this Agreement; and provided, further, that: (a) the aggregate amount raised in the Additional Financing shall not exceed $4,000,000; (b) the Additional Financing shall be at the same price and on the same economic terms as those contemplated hereby; (c) the Additional Financing shall be funded in two (2) tranches, (A) the first of which shall equal 50% of the total Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and (d) the proceeds received by the Company in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share of the Additional Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”), then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion).

Additional Financing. The Company shall have From the right, but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for the Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided to the Purchasers prior to their execution date of this Agreement; and provided, further, that: Agreement until the earlier of (a) the aggregate amount raised in second Business Day prior to the Additional Financing shall not exceed $4,000,000; Closing Date and (b) the valid termination of this Agreement pursuant to Section 11.01, the Company and its Representatives shall have the right (in the Company’s sole discretion) to engage in discussions with any Person in an effort to have one or more such Persons enter into agreements (each, an “Additional Financing shall be PIPE Subscription Agreement ” and each investor pursuant to any such agreement, an “Additional PIPE Investor”) with Buyer pursuant to which Buyer will sell shares of Buyer Common Stock to such Additional PIPE Investor on substantially the same terms as, and at the same per share price set forth in, the PIPE Subscription Agreements (an “Additional PIPE Investment”, and on the same economic terms as those contemplated hereby; (c) aggregate amount of proceeds from the Additional Financing shall be funded in two (2) tranchesPIPE Investment, (A) the first of which shall equal 50% of the total Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional PIPE Financing Second Closing Amount”); and (d) the proceeds received by the Company in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share of the Additional Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”), then upon consummation of on terms acceptable to the Second Closing Company (as determined in the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their Company’s sole discretion). If requested in writing by the Company, Buyer agrees to negotiate in good faith with the Company to amend this Agreement to implement any changes reasonably necessary to effectuate any Additional PIPE Investment. The Parties acknowledge and agree that (x) in no event shall this Section 9.06 be deemed to require the Company to seek, obtain or implement any Additional PIPE Investment or require Buyer to enter into an Additional PIPE Subscription Agreement with any Additional PIPE Investor unless the terms of any Additional PIPE Investment and any such Additional PIPE Subscription Agreement are acceptable to the Company (in the Company’s sole discretion), and (y) in no event shall the entry into any Additional PIPE Subscription Agreement or the consummation of any Additional PIPE Investment be deemed a condition to any Party’s obligations to consummate the Closing in accordance with the terms and conditions of this Agreement.

Additional Financing. The Company shall have the right, but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for the Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided to the Purchasers prior to their execution Notwithstanding any other provision of this Agreement; , and providedin order to complete the Project, further, that:each Participant shall pay its Participant's Share of any Design and Construction Costs that exceed the sum total of the Grant Funds plus available interest thereon ("Additional Costs"). (a1) The Parties recognize the aggregate amount raised in possibility of completing the Additional Financing shall not exceed $4,000,000;Project through collective financing arrangements, including bonds issued by AIDEA or other State agency, as may be provided by separate agreement. (b) the Additional Financing shall be at the same price and on the same economic terms as those contemplated hereby; (c) the Additional Financing shall be funded in two (2) tranchesIf the Parties agree unanimously, (A) each in its own discretion, to participate in a collective financing arrangement and to approve the first of which shall equal 50% of the total Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and (d) the proceeds received Bond Resolution adopted to implement said collective financing arrangement, then amounts required to be paid during each Project Year by the Company in the Additional Financing Participants pursuant to said Bond Resolution shall be applied included in Annual Project Costs. Each Participant shall discharge its obligation, in whole or in part, to pay its Participant's Share of Additional Costs through payment of its Participant's Share of Annual Debt Service and certain other Annual Project Costs in accordance with Section 4.13(b10 and any applicable Bond Resolution. (3) aboveEach Participant reserves the right to finance separately its Participant's Share of Additional Costs, or any other payments required by this Agreement. If Such separate financing shall not impair any Party's legal rights or obligations under this Agreement. In the event the Parties do not agree to a collective financing arrangement, then each Party shall pay, by any lawful means, its own Participant's Share of Additional Financing Purchaser funds Costs and other payments required by this Agreement. (4) The time and manner of payment of such Additional Costs shall be determined by the IPG in accordance with its rules. Each Participant shall pay its Participant's Share of Additional Costs upon receipt of certification in the same manner as is provided in paragraph 8(a)(3) for the disbursement of Grant Funds by the Trustee. (5) The IPG may take appropriate actions to facilitate collective financing among some or all of the Parties, but the costs of collective financing arrangements undertaken by less than such Additional Financing Purchaser’s full pro rata share all of the Additional Financing Second Closing Amount (such unfunded amount Participants shall not be referred to herein as an “Additional Financing Shortfall Amount”), then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion)considered Project Costs or be borne by other Participants.

Additional Financing. The Company At any time, and from time to time, the Borrowers may solicit the Lenders and any other lending institutions to provide the Borrowers with additional commitments to make Revolving Credit Loans under this Credit Agreement in an aggregate amount not to exceed ten million dollars ($10,000,000), subject to the limitations set forth below. Neither the Administrative Agent nor any Lender shall have any obligation to provide the right, but not the obligation, to issue and sell Ordinary Shares to certain Borrowers with all or any part of its directors (the “Additional Financing Purchasers”) in an such additional financing (the “Additional Financing”)Revolving Credit Commitment; provided that all documentation by execution of this Credit Agreement, the Administrative Agent and the Lenders shall be deemed to have consented, without the need for further or subsequent consent, (a) to such additional Revolving Credit Commitments which any other Lender or lending institution may agree to provide for the Additional Financing Revolving Credit Loans which may be advanced in respect thereof and any resulting changes in the Revolving Credit Commitment Percentage, and (b) any amendments which may be made to the “Additional Financing Documentation”Loan Documents in order to evidence and document such Revolving Credit Commitments and Revolving Credit Loans to the extent that any such amendment (i) does not amend any of the provisions specified in §17.12(a) as requiring the consent of each Lender affected thereby, (ii) does not modify the relative priority of the Revolving Credit Loans (including any such new Revolving Credit Loans) and Revolving Credit Commitments (including any such new Revolving Credit Commitments) with respect to the payment, guarantees, collateral or other collateral support, and (iii) is consistent with all other requirements of this §3. Any such additional Revolving Credit Commitments (and the revolving Credit Loans funded pursuant thereto) shall be in substantially the form most recently provided otherwise treated (and be subject to the Purchasers prior same as terms and conditions) as Revolving Credit Commitments and Revolving Credit Loans hereunder. Notwithstanding anything to their execution of this Agreement; and providedthe contrary set forth herein, further, that: (a) the aggregate amount raised in the Additional Financing shall not exceed $4,000,000; (b) the Additional Financing no additional Revolving Credit Commitments shall be at permitted hereunder and no additional Revolving Credit Loans may be advanced in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result immediately after giving effect to such additional Revolving Credit Commitments and the same price and Revolving Credit Loans to be advanced in respect thereof, assuming that such Revolving Credit Loans were fully advanced on the same economic terms as those contemplated hereby; (c) the Additional Financing shall be funded in two effective date of such additional commitments, (2) tranchesthe Borrowers shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Credit Agreement immediately after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrowers’ Consolidated EBITDAR reported in connection with the preparation of the Borrowers’ Compliance Certificate most recently delivered to the Administrative Agent, (A3) with respect to each lending institution not yet a party hereto providing additional Revolving Credit Commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the first rights and obligations of which shall equal 50% a Lender hereunder) by executing and delivering to the Administrative Agent an original, executed Instrument of the total Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and (d) the proceeds received by the Company Accession in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share form of the Additional Financing Second Closing Amount Exhibit G hereto (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall AmountInstrument of Accession”), then upon consummation of (4) the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing Borrowers shall have delivered to the rightAdministrative Agent and the Lenders notice that such solicitation has been made and, but not prior to the obligationeffectiveness of such additional Revolving Credit Commitment, copies of all documents and instruments related thereto and (5) the Borrowers shall have delivered to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion)the Administrative Agent copies of updated financial projections through the Maturity Date.

Additional Financing. 11.1 The Current Shareholders undertake vis-a-vis each other to pass a resolution on an authorised capital substantially in the form of Annex 5 in the shareholders' meeting in which the share capital increase pursuant to Clause 2 is resolved . 11.2 The Shareholders agree that the Investors or other investors may invest into the Company shall have the right, on terms and conditions equivalent to those of this Agreement (including but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for the Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided limited to the Purchasers prior payment of an Additional Payment to their execution the Company reflecting the difference between the issuance price and the pre-money valuation of (euro) 17.6 million) up to the amount of 5 million in aggregate, based on a pre-money valuation of the Company of 17.6 million and by receiving newly issued Preferred B during a period of twelve (12) months after signing of this Agreement; . The parties to this Agreement confirm that 5 million shall be inclusive of any funds contributed by a conversion of the lenders' repayment claim of the outstanding issued instalments and/or accrued interest thereon pursuant to the Bridge Loan Agreement and providedClause 10. The Company is only entitled to use the authorised capital created pursuant to Subclause 11.1 and Annex 4 upon prior approval of the Supervisory Board members nominated by DNAPrint which shall not be withheld unreasonably. A consent with respect to the conversion of the lenders' repayment claim of the outstanding issued instalments and/or accrued interest thereon pursuant to the Bridge Loan Agreement and Clause 10 is however not required. The Company and the lenders undertake not to amend the Bridge Loan Agreement without the consent of the Supervisory Board members nominated by DNAPrint, further, that:which shall not unreasonably be withheld. (11.3 Each of the Shareholders undertakes individually vis-a) -vis every other Shareholder to do everything necessary or appropriate to carry out the aggregate amount raised measures agreed to in Clause 11. In particular the Current Shareholders undertake to co-operate in passing of the shareholders' resolution as described by exercising their voting rights in the Additional Financing shall shareholders' meeting of the Company accordingly and by waiving all their Subscription Rights in connection with the creation and use of the authorised capital. The Current Shareholders undertake vis-a-vis each other and the Company not exceed $4,000,000; (b) to institute an action to set aside or to nullify the Additional Financing shall be at the same price and resolution on the same economic terms as those contemplated hereby; (c) authorised capital described in Clause 11.1, and the Additional Financing shall be funded Current Shareholders hereby waive all rights they have or might have for whatever reason to challenge or to apply for the judicial determination regarding the resolution's nullity, in two (2) tranches, (A) particular but not exclusively due to or in connection with the first exclusion of which shall equal 50% their Subscription Rights or the issue price of the total Additional Financing new shares to be issued by using the authorised capital. The Shareholders undertake vis-a-vis each other and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and (d) the proceeds received by the Company not to institute an action for damages against the Company, its Management Board, its Supervisory Board, any members of these boards or each other based on the issuance of new shares by using the authorised capital as foreseen in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share of the Additional Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”), then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion)Clause 11.1.

Additional Financing. The 2.2.2.1 Subject to the terms and conditions herein set forth, if requested by a majority vote of the Board of Directors of the Company shall have (with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the rightHPA designee on the Board of Directors not participating in such vote), but not within 180 days from the obligationClosing Date, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for on the Additional Financing Closing Date, the Company shall issue to HPA and such other persons who may agree to acquire (the “"ADDITIONAL PREFERRED STOCK PURCHASERS"), and the Additional Financing Documentation”) Preferred Stock Purchasers shall be acquire from the Company, an additional aggregate amount of up to $5,000,000 of Series A Preferred Stock (the "ADDITIONAL FINANCING"), and the Company shall issue, pro rata in substantially the form most recently provided relation to the Purchasers prior to their execution proportion of this Agreement; and provided, further, that: (a) the aggregate amount raised $5,000,000 of Series A Preferred Stock that is purchased in the Additional Financing, to such Person or Persons as may be specified by HPA (including HPA itself), an additional 2,500,000 Warrants (the "ADDITIONAL WARRANTS"). 2.2.2.2 If, on the Additional Financing Final Date, sufficient Additional Preferred Stock Purchasers are ready, willing and able to close on the Additional Financing, but the Company fails to close on such Additional Financing on the Additional Financing Final Date despite such potential Additional Preferred Stock Purchasers' readiness to do so, the Company shall not exceed $4,000,000; issue to such Persons as HPA may designate (bincluding HPA itself) the Additional Financing shall be at the same price and on the same economic terms as those contemplated hereby; (c) Warrants, promptly after the Additional Financing shall be funded in two (2) tranches, (A) Final Date. 2.2.2.3 If the first of which shall equal 50% of the total Company requests Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and (d) the proceeds received by the Company in the Additional Financing shall be applied in accordance with Section 4.13(b2.2.2.1 and sufficient Additional Preferred Stock Purchasers (including Persons converting Notes) above. If any are not ready, willing and able to close on the full amount of Additional Financing Purchaser funds less than such on the Additional Financing Purchaser’s full Final Date, (i) the Company shall issue such amount of Series A Preferred Stock, either by separate purchase or upon conversion of Notes, as may be requested by those Additional Preferred Stock Purchasers who do wish to purchase Series A Preferred Stock in the Additional Financing, together with the appropriate pro rata share portion of the Additional Financing Second Closing Amount Warrants (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”specified by HPA), then upon consummation (ii) the parties shall have no further obligation to one another under this Agreement with regard to the provision of financing and the issuance of additional securities, but (iii) the obligations of the Second Closing parties pursuant to Articles 7 through 11 shall continue and, if such request was made prior to the Additional Permanent Financing Purchasers that fund Final Date, the Notes (except to the extent converted) shall remain outstanding in accordance with their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion)terms.

Additional Financing. (a) The Company shall use reasonable commercial efforts to consummate one or more Additional Financings on or prior to December 31, 1998. At any time prior to receipt of the full required amount of the Additional Financings, other than during a Blackout Period (as hereinafter defined), holders of Series A Preferred Stock holding twenty percent (20%) or more of the shares of Series A Preferred Stock or Share Equivalents then outstanding shall have the right, but not exercisable at any time by giving written notice to the obligationCompany of such holder's or holders' intent, to issue and sell Ordinary purchase, at a price of $100.00 per share, up to such holder's or holders' pro rata portion of the total number of shares of Series A Preferred Stock as will not exceed the Maximum Series A Shares (such total number of shares of Series A Preferred Stock being hereafter referred to certain as the "Option Shares"). Upon receipt of its directors any such notice, the Company shall promptly, but in any event within three (3) business days, give written notice (the “Additional Financing Purchasers”"Company Notice") thereof to each other holder of Series A Preferred Stock. Each such holder shall thereupon have the right, exercisable by giving written notice thereof to the Company within five (5) business days of receipt of the Company Notice, to purchase, at a price of $100.00 per share, up to such number of such shares as shall be equal to its pro rata portion of the Option Shares. The closing for the purchase of all the Option Shares shall be on a date specified by the Company not less than twenty-five (25) days and not more than thirty (30) days from the date of the Company Notice relating to the Option Shares. If any of such shares of Series A Preferred Stock shall remain unpurchased after all holders of Series A Preferred Stock desiring to exercise such option upon receipt of the Company Notice shall have done so, any remaining Option Shares may be purchased by one or more other holders, pro rata to their participation in an additional financing (the “such Additional Financing”); provided that all documentation for the Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided to the Purchasers prior to their execution of this Agreement; and provided, further, that: (a) the aggregate amount raised in the Additional Financing shall not exceed $4,000,000;. (b) Prior to seeking purchasers for any Additional Financing, the Additional Financing Company shall be at give written notice to the same price and on the same economic terms as those contemplated hereby; (c) the Additional Financing shall be funded in two (2) tranches, (A) the first holders of which shall equal 50% Series A Preferred Stock of the total its intent to secure such Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and (d) the proceeds received by the Company in the Additional Financing shall be applied in accordance with Section 4.13(b) aboveterms thereof. If any Additional Financing Purchaser funds less than Each such Additional Financing Purchaser’s full pro rata share of the Additional Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”), then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing holder shall have the right, but not exercisable by giving written notice of such holder's intent to the obligationCompany within ten (10) days of receipt of notice from the Company (the "Open Period"), to fund any Additional Financing Shortfall Amount (in purchase, at a price of $100.00 per share, up to such proportions number of shares of Series A Preferred Stock as will not exceed the Maximum Series A Shares; provided, however, that if more than one holder of Series A Preferred Stock shall give such participating Additional Financing Purchasers shall determine in their sole discretion).written notice, or if holders of Series A Preferred

Additional Financing. The Company shall have the right, but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for the Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided to the Purchasers prior to their execution of this Agreement; and provided, further, that: (a) The Borrower shall, and shall cause each other Acquiror to, give the aggregate amount raised Lender a right of first offer and a right of first refusal, as hereinafter set forth, to provide any additional financing that the Borrower or such other Acquiror may require in connection with any Acquisition, including, without limitation, any mortgage, financing. Prior to consummating any Acquisition, the Acquiror shall notify the Lender as to the amount, term and proposed security for any additional financing. Within five (5) Business Days after its receipt of such notice, the Lender shall advise the Acquiror as to whether the Lender is interested in providing such financing and the proposed terms thereof. If the Lender elects not to provide such financing, the Acquiror may solicit proposals from other lenders. If the Acquiror receives a financing proposal from another lender which the Acquiror finds acceptable, prior to accepting such proposal, the Acquiror shall notify the Lender and provide the Lender with a copy of such proposal. The Lender shall have two (2) Business Days after the Lender's receipt of such proposal to determine whether to provide the Acquiror with the financing on the terms set forth in the Additional Financing shall proposal. If the Lender elects not exceed $4,000,000;to provide such financing, then the Acquiror may obtain such financing from the other lender on the terms set forth in the proposal delivered to the Lender. (b) If the Additional Financing shall Lender elects not to provide any financing which the Acquiror has given it the option to provide pursuant to Section 2.4(a), the Lender agrees that the Acquiror will not be required to pledge the equity interests acquired in the Acquisition to the Lender and that, if such interest has already been pledged to the Lender, the Lender will, at the same price Borrower's expense, terminate the applicable Acquisition Pledge Agreement (other than Sections 6(h), 7(a), 7(b) and 7(h) which shall survive) and release its Lien on the same economic terms as those contemplated hereby; (c) the Additional Financing shall be funded in two (2) tranches, (A) the first of which shall equal 50% of the total Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and (d) the proceeds received by the Company in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share of the Additional Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”), then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion)pledged equity interests.

Additional Financing. The (a) After the Closing, the Company shall have the right, but not the obligation, agrees that it will use commercially reasonable efforts to issue (a) offer and sell Ordinary New Securities and/or ATM Shares for cash consideration and/or (b) receive cash consideration in connection with a royalty or licensing agreement related to certain a preclinical or clinical drug candidate of its directors the Company, other than TTP 399, that in respect of (i) and/or (ii) results in the “Additional Financing Purchasers”) in receipt of gross proceeds to the Company of at least an additional financing aggregate of $30.0 million (the “Additional Financing”); provided ) prior to the date that all documentation for is the Additional Financing earlier of (i) eighteen (18) months from the Closing Date and (ii) sixty (60) days prior to the date, as projected by the operating budget as most recently approved by the Board, that the Company will not have sufficient cash to fund its operations as planned under such operating budget (the “Additional Financing DocumentationDeadline”) shall be in substantially the form most recently provided to the Purchasers prior to their execution of this Agreement; and provided, further, that: (a) the aggregate amount raised in the Additional Financing shall not exceed $4,000,000;). (b) If the Company has not satisfied such Additional Financing obligation by the Additional Financing shall be Deadline, then the Investors will have the right to purchase a number of shares of Common Stock at the same an aggregate purchase price and on the same economic terms as those contemplated hereby; equal to (ca) $30.0 million minus (b) the Additional Financing shall be funded in two (2) tranches, (A) the first amount of which shall equal 50% of the total Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and (d) the gross proceeds received by the Company in connection with any transaction or transactions that constitute an Additional Financing pursuant to Section 7.14(a) (the “Call Right Financing”). The Company will provide written notice to the Investors of the pro rata amount of shares of Common Stock that each Investor is eligible to purchase in connection with the Call Right Financing at least ten (10) Business Days prior to the Additional Financing Deadline, and each Investor shall be applied notify the Company within five (5) trading days of receipt of such notice of the amount of shares of Common Stock that such Investor intends to purchase in accordance with Section 4.13(b) abovethe Call Right Financing. If any Additional Financing Purchaser funds Investor subscribes for less than its Call Right Pro Rata Share of the Call Right Financing pursuant to their rights under this Section 7.14, then any other Investor may subscribe to that portion of such Additional Financing Purchaser’s full pro rata amount that was not subscribed by the Investor that purchases less than its Call Right Pro Rata Share. (c) The Company and the Investor(s) shall execute definitive documentation for such purchase in a private placement exempt from the registration requirements of the 1933 Act within one (1) Business Day of such notification by the Investors. The price per share of the Additional any shares of Common Stock purchased in such Call Right Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”), then upon consummation the lower of (a) the closing price of the Second Closing Common Stock (as reflected on ▇▇▇▇▇▇.▇▇▇) on the Additional trading date immediately preceding the signing of the definitive documents for such Call Right Financing Purchasers that fund their full pro rata and (b) the average closing price of the Common Stock (as reflected on ▇▇▇▇▇▇.▇▇▇) for the five (5) trading days immediately preceding the signing of the definitive documents for such Call Right Financing. (d) Any shares of Common Stock to be purchased by an Investor pursuant to this Section 7.14 may be in the Additional Financing Second Closing Amount form of pre-funded warrants to purchase shares of Common Stock at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in sole discretion of such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion)Investor.

Additional Financing. The Company shall have the right, but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for the Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided to the Purchasers prior to their execution of this Agreement; and provided, further, that: (a) At the option of the Investor, the Investor may purchase up to an additional 2,500 Preferred Shares (the "ADDITIONAL PREFERRED SHARES") for a purchase price equal to the aggregate amount raised Liquidation Preference (as defined in the Additional Financing shall not exceed $4,000,000;Certificate) of the shares purchased. (b) This option may be exercised in whole or in part, from time to time commencing with the Closing Date until the Mandatory Conversion Date of the Preferred Shares acquired on the Closing Date. Upon delivery of a notice by the Investor exercising its option hereunder, the Company shall be obligated to sell and deliver to the Investor, and the Investor shall be obligated to purchase, the Additional Financing Preferred Shares specified in the option exercise notice. Closing of such purchase and sale ("OPTION CLOSING") shall be take place at the same office of KKWC within 3 business days of the delivery of the option exercise notice. At the Closing, the Company shall deliver certificates evidencing the Additional Preferred Shares being purchased against the payment of the purchase price and on the same economic terms as those contemplated hereby;therefor. EXHIBIT 10.1 (c) For the Additional Financing shall be funded in two (2) tranches, (A) the first avoidance of which shall equal 50% of the total Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); anddoubt: (di) the proceeds received by the Company in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share The Mandatory Conversion Date of the Additional Financing Second Closing Amount (such unfunded amount Preferred Shares shall be referred four (4) months after the Common Shares into which they are convertible become registered pursuant to herein as an “Additional Financing Shortfall Amount”), then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares Registration Rights Agreement. (ii) The Fixed Price of the Additional Financing Second Preferred Shares shall be determined as if the Additional Preferred Shares had been issued on the Closing Amount at Date, (i.e., shall be subject to all of the Second adjustments to the Fixed Price applicable between the Closing shall have Date to the right, but not date of issuance of the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretionPreferred Shares). (iii) The Registration Rights Agreement shall apply to the Common Shares underlying the Additional Preferred Shares, MUTATIS MUTANDIS, with the time periods for filing and effectiveness of the registration statement covering such Common Shares running from the date of the Option Closing.

Additional Financing. The Company shall have the right, but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for the Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided to the Purchasers prior to their execution of this Agreement; and provided, further, that: : (a) the aggregate amount raised in the Additional Financing shall not exceed $4,000,000; ; (b) the Additional Financing shall be at the same price and on the same economic terms as those contemplated hereby; ; (c) the Additional Financing shall be funded in two (2) tranches, (A) the first of which shall equal 50% of the total Additional Financing and (B) the second of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. -21- equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and and (d) the proceeds received by the Company in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share of the Additional Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”), then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion).. ARTICLE 5

Additional Financing. The Company At any time and from time to time, but in any event no more than twice, the Domestic Borrower may solicit the Lenders and any other lending institutions to provide the Domestic Borrower with additional Commitments, subject to the limitations set forth below, in an aggregate amount for all Lenders and any other lending institutions not to exceed twenty million dollars ($20,000,000). Neither the Administrative Agent nor any Lender shall have any obligation to provide the right, but not the obligation, to issue and sell Ordinary Shares to certain Domestic Borrower with all or any part of its directors (the “Additional Financing Purchasers”) in an such additional financing (the “Additional Financing”)Commitments; provided that all documentation by execution of this Credit Agreement, the Administrative Agent and the Lenders shall be deemed to have consented, without the need for further or subsequent consent, (a) to such increase in the Total Commitment which any other Lender or lending institution may agree to provide for the Additional Financing Revolving Credit Loans which may be advanced in respect thereof and any resulting changes in the Commitment Percentages of the Lenders, and (b) any amendments which may be made to the “Additional Financing Documentation”Loan Documents in order to evidence and document such increase in the Total Commitment to the extent that any such amendment (i) does not amend any of the provisions specified in § 17.14 as requiring the consent of all Lenders or any particular Lender affected thereby or the Administrative Agent or Collateral Agent, without any such Lenders or the Administrative Agent or Collateral Agent consenting thereto, (ii) does not modify the relative priority of the Revolving Credit Loans (including any such new Revolving Credit Loans) and Commitments (including any such new Commitments) with respect to payment, guarantees, collateral or other collateral support, and (iii) is consistent with all other requirements of this § 3. Any such increase to the Total Commitment (and the Domestic Loans funded pursuant thereto) shall be in substantially the form most recently provided otherwise treated (and be subject to the Purchasers prior same terms and conditions) as part of the Total Commitment and Revolving Credit Loans hereunder. Notwithstanding anything to their execution of this Agreement; and providedthe contrary set forth herein, further, that: (a) the aggregate amount raised in the Additional Financing shall not exceed $4,000,000; (b) the Additional Financing no additional Commitments shall be at permitted hereunder and no additional Revolving Credit Loans may be advanced or Letters of Credit issued in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result immediately after giving effect to such additional Commitments and the same price and Domestic Loans to be advanced in respect thereof, assuming that such Revolving Credit Loans were fully advanced on the same economic terms as those contemplated hereby; (c) the Additional Financing shall be funded in two effective date of such additional commitments, (2) tranchesthe Borrowers shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Credit Agreement immediately after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrowers’ Consolidated EBITDAR reported in connection with the preparation of the Borrowers’ Compliance Certificate most recently delivered to the Administrative Agent, (3) (A) if such additional Commitments are solicited in connection with a Permitted Acquisition, the first of which Borrowers shall equal 50% have demonstrated to the reasonable satisfaction of the total Additional Financing Administrative Agent that on a pro forma basis immediately after giving effect to such Permitted Acquisition and such additional Commitments (and assuming that such additional Commitments are fully funded) and the incurrence of any other Indebtedness required or incurred in connection with such Permitted Acquisition, the Consolidated Total Leverage Ratio for the Reference Period then most recently ended would not have exceeded 1.25:1.00 or (B) if such additional Commitments are solicited without a connection to a Permitted Acquisition, the second of which Borrowers shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% have demonstrated to the reasonable satisfaction of the total Additional Financing Administrative Agent that on a pro forma basis immediately after giving effect to such additional Commitments (and assuming that such additional Commitments are fully funded), the “Additional Financing Second Closing Amount”); and Consolidated Total Leverage Ratio for the Reference Period then most recently ended would not have exceeded 1.00:1.00, (d4) with respect to each lending institution not yet a party hereto providing additional Commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the proceeds received rights and obligations of a Lender hereunder) by executing and delivering to the Company Administrative Agent an original, executed Instrument of Accession in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share form of the Additional Financing Second Closing Amount Exhibit E hereto (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall AmountInstrument of Accession”), then upon consummation of (5) the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing Borrowers shall have delivered to the rightAdministrative Agent and the Lenders notice that such solicitation has been made and, but not prior to the obligationeffectiveness of such additional Commitment, copies of all documents and instruments related thereto and (6) the Borrowers shall have delivered to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion)the Administrative Agent copies of updated financial projections through the Maturity Date.

Additional Financing. (a) The Company shall have not be permitted to incur any additional indebtedness which by its terms require repayment of such indebtedness prior to repayment of the rightDebentures other than any debt arising out of the refinancing or restructuring of the then outstanding principal balance of any currently outstanding indebtedness of the Company to the Bank of Boston, but ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates ("Founders' Debt") which Founders' Debt as at the date hereof is approximately $15,000,000 and which may be secured by any and all of the existing or hereafter acquired assets of the Company. No such refinancing shall cause the Company to incur any indebtedness in excess of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the obligation, to issue and sell Ordinary Shares to certain holders of its directors the Founders' Debt (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation except for the Additional Financing (holders of the “Additional Financing Documentation”) shall be in substantially Founder's Debt on the form most recently provided to the Purchasers prior to their execution of this Agreement; and provided, further, that: (a) the aggregate amount raised in the Additional Financing shall not exceed $4,000,000;date hereof). (b) Simultaneously with any Borrower Voluntary Conversion (as defined in Debenture #2), the Additional Financing shall be at Company will cause a portion of the same price Founders' Debt equal to the lesser of (a) $7.5 million, and on the same economic terms as those contemplated hereby; (cb) the Additional Financing shall be funded in two (2) tranches, (A) the first of which shall equal 50150% of the total Additional Financing and (B) the second balance of which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% Debenture #2 so converted to be contributed to capital of the total Additional Financing (Company with the “Additional Financing Second Closing Amount”); and (d) issuance of additional Units to the proceeds received holders of the Founders' Debt. Such Units shall be identical in all respects to the Debenture Purchase Units. The number of Units to be issued upon any conversion of the Founders' Debt shall be determined by dividing the amount of indebtedness converted by the Company then-applicable Conversion Price (as defined in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share of the Additional Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”), then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretionDebenture #2).