Common use of Additional Issuance Clause in Contracts

Additional Issuance. In the event that: (i) the closing bid price of a share of Common Stock on the principal Approved Market has been $6.00 (such $6.00 price being subject to the same adjustments as may from time to time be made to the Conversion Price) or more for each of the preceding 30 Trading Days, and (ii) there is, and has been for each of the preceding 30 Trading Days, Effective Registration, and (iii) there are not, and have not been in any of the preceding 30 Trading Days, any Interfering Events (as such term is defined in the Registration Rights Agreement), and (iv) no Event of Default (as defined in the Debentures) shall have occurred, be likely to occur or be threatened, and (v) the average of the aggregate market value of all the shares of Common Stock trading on the principal Approved Market for each of the 30 preceding Trading Days (exclusive of "block trades", which shall mean trades in excess of 20,000 shares of Common Stock) shall be in excess of $3,500,000, and (vi) the Company shall have a net worth of at least $27,000,000 and a market capitalization of at least $100,000,000, as certified in writing to the Investors by the chief financial officer of the Company, and (vii) there have been no breaches by the Company that have not been fully cured under this Agreement, the Registration Rights Agreement, the Debentures or the Warrants, and (viii) all the Company's representations and warranties contained in this Agreement, the Registration Rights Agreement, the Debentures and the Warrants shall continue to be true, and all the Company's covenants contained in this Agreement, the Registration Rights Agreement, the Debentures and the Warrants shall have been performed when and as required, all as certified in writing by the chief financial officer of the Company, and (ix) 200% of the number of shares of Common Stock into which the Debentures (whether already issued and outstanding or issuable pursuant to this Section 3.14) could be converted and 200% of the number of Warrant Shares for which the Warrants could be exercised shall be authorized, available, reserved for such conversion or exercise and subject to an effective registration statement under the Securities Act, and (x) the issuance of all Common Shares and Warrant Shares issuable upon conversion of the Debentures (including the Debentures issuable pursuant to this Section 3.14) have been approved by the shareholders of the Company pursuant to NASD Rule 4460(i); THEN the Company may compel the Investors upon written notice (assuming the conditions specified in (i) through (x) above were also satisfied as of the date of such notice and as the date of the closing described

Additional Issuance. In Subject to the event thatterms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, until the Final Maturity Date, the Company may sell to the Purchaser, and the Purchaser agrees to purchase from the Company, in no more than one additional issuance (the “Additional Issuance”), a Note in the principal amount of Two Million Eight Hundred Thousand Dollars and No/100ths Dollars ($2,800,000.00). Any purchase and sale of a Note pursuant to this Section 2.2 will be preconditioned upon the satisfaction of the following conditions, which preconditions may only be waived or amended by the Purchaser in a signed writing: 2.2.1. immediately before and after such Additional Issuance, no Default or Event of Default shall have occurred and be continuing or is reasonably likely to occur as a result of the Additional Issuance; 2.2.2. the representations and warranties contained in Section 7 hereof and in the other Note Documents shall be true and correct as of the Supplemental Closing Date in all material respects after giving effect to the transactions contemplated herein on such Supplemental Closing Date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), provided that, (i) the closing bid price of a share of Common Stock on the principal Approved Market has been $6.00 (such $6.00 price being subject to the same adjustments extent that such representations and warranties relate to a specific earlier date, such representations and warranties shall be true and correct as may from time to time be made to the Conversion Price) or more for each of the preceding 30 Trading Dayssuch earlier date, and and (ii) there isto the extent exceptions to such representations and warranties (or changes to schedules, as applicable) have been disclosed in writing to the Purchaser and has have been for approved in writing by the Purchaser, such warranties shall be qualified by such exceptions; 2.2.3. no Material Adverse Change shall have occurred since the Closing Date or is reasonably expected to occur; 2.2.4. The Purchaser shall have received fully executed account control agreements with respect to any accounts maintained by the Company with the financial institutions listed on Exhibit 7.14, in form and substance reasonably satisfactory to the Purchaser; 2.2.5. The Purchaser shall have received one or more duly executed Guaranties acceptable to Purchaser, each in substantially the form of Exhibit 2.2.7 (each a “Guaranty”), signed by members of the preceding 30 Trading DaysCompany that are satisfactory to the Purchaser, Effective Registration, and (iii) there are not, and have not been in it being agreed that Guaranties signed by any group of the preceding 30 Trading Days, any Interfering Events (as such term is defined in the Registration Rights Agreement), and (iv) no Event of Default (as defined in the Debentures) shall have occurred, be likely to occur or be threatened, and (v) the average of the Persons with an aggregate market value of all the shares of Common Stock trading on the principal Approved Market for each of the 30 preceding Trading Days (exclusive of "block trades", which shall mean trades in excess of 20,000 shares of Common Stock) shall be in excess of $3,500,000, and (vi) the Company shall have a net worth of at least $27,000,000 15,000,000 (excluding such Persons’ membership interests in the Company) shall be satisfactory to Purchaser for purposes of this section 2.2.7; and 2.2.6. On the Supplemental Closing Date, the Company shall have executed a Note in the amount of two million eight hundred thousand dollars ($2,800,000.00), and a market capitalization of at least $100,000,000, as certified in writing delivered it to the Investors by the chief financial officer of the Company, and (vii) there have been no breaches by the Company that have not been fully cured under this Agreement, the Registration Rights Agreement, the Debentures or the Warrants, and (viii) all the Company's representations and warranties contained in this Agreement, the Registration Rights Agreement, the Debentures and the Warrants shall continue to be true, and all the Company's covenants contained in this Agreement, the Registration Rights Agreement, the Debentures and the Warrants shall have been performed when and as required, all as certified in writing by the chief financial officer of the Company, and (ix) 200% of the number of shares of Common Stock into which the Debentures (whether already issued and outstanding or issuable pursuant to this Section 3.14) could be converted and 200% of the number of Warrant Shares for which the Warrants could be exercised shall be authorized, available, reserved for such conversion or exercise and subject to an effective registration statement under the Securities Act, and (x) the issuance of all Common Shares and Warrant Shares issuable upon conversion of the Debentures (including the Debentures issuable pursuant to this Section 3.14) have been approved by the shareholders of the Company pursuant to NASD Rule 4460(i); THEN the Company may compel the Investors upon written notice (assuming the conditions specified in (i) through (x) above were also satisfied as of the date of such notice and as the date of the closing describedPurchaser.

Additional Issuance. In (a) At any time within the event thatReinvestment Period, the Issuers may, but shall not be obligated to, pursuant to a supplemental indenture in accordance with Section 9.01 hereof, issue Additional Notes and use the proceeds thereof to purchase Additional Loans or as otherwise permitted under this Indenture; provided that the following conditions are met: (i) the closing bid price of a share of Common Stock on Servicer and the principal Approved Market has been $6.00 (Retention Parent each consent to such $6.00 price being subject to the same adjustments as may from time to time be made to the Conversion Price) or more for each of the preceding 30 Trading Days, andissuance; (ii) there isthe aggregate Outstanding Principal Balance of Additional Notes issued in all additional issuances, and has been for each as of their respective dates of issuance, together with the Initial Note Principal Balance of the preceding 30 Trading Days, Effective Registration, andoriginal Notes shall not exceed $300,000,000; (iii) there are not, the Additional Notes will be secured by the same Indenture Collateral as the previously issued Notes and have not been in any the terms of the preceding 30 Trading Days, any Interfering Events Additional Notes issued shall be identical to the terms of previously issued Notes (as except that the interest due on Additional Notes will accrue from the issue date of such term is defined in Additional Notes and that the Registration Rights Agreementinterest rate and prices of such may be different than those of the initial Notes), and; (iv) no Event the proceeds of Default any Additional Notes (as defined net of fees and expenses incurred in the Debenturesconnection with such issuance) shall have occurred, be likely treated as Principal Proceeds and will be used to occur or be threatened, andpurchase Additional Loans; (v) the average after giving effect to such issuance of Additional Notes and any concurrent application of the aggregate market value of all proceeds thereof to acquire Additional Loans, the shares of Common Stock trading on Aggregate Outstanding Principal Balance will be no greater than the principal Approved Market for each of the 30 preceding Trading Days (exclusive of "block trades", which shall mean trades in excess of 20,000 shares of Common Stock) shall be in excess of $3,500,000, andBorrowing Base; (vi) the Company Issuer shall have a net worth received Rating Agency Confirmation with respect to such issuance of at least $27,000,000 and a market capitalization of at least $100,000,000, as certified in writing to the Investors by the chief financial officer of the Company, andAdditional Notes; BUSINESS.29147457.3 (vii) there have been no breaches by neither the Company that have not been fully cured under this AgreementServicer nor the Issuer shall fail to be in compliance with the credit risk retention requirements of Section 941 of the ▇▇▇▇-▇▇▇▇▇ Act which were published in the Federal Register on December 24, 2014 and which became effective on December 24, 2016 (the Registration Rights Agreement, the Debentures or the Warrants, and“U.S. Risk Retention Rules”) as a result of such issuance; (viii) all an opinion of tax counsel of nationally recognized standing in the Company's representations United States experienced in such matters will be delivered to the Issuer (with a copy to the Trustee) to the effect that (1) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis and warranties contained (2) any Additional Notes will be characterized as indebtedness for U.S. federal income tax purposes; provided, however, that such opinion described in this Agreement, clause (2) will not be required with respect to any Additional Notes that bear a different CUSIP number (or equivalent identifier) from the Registration Rights Agreement, Notes that are outstanding at the Debentures and the Warrants shall continue to be true, and all the Company's covenants contained in this Agreement, the Registration Rights Agreement, the Debentures and the Warrants shall have been performed when and as required, all as certified in writing by the chief financial officer time of the Company, additional issuance; and (ix) 200such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount required to be provided to the holders of Notes. (b) Interest on the Additional Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Notes (if issued prior to the applicable Record Date). The Additional Notes shall rank pari passu in all respects with the initial Notes. (c) In connection with any issuance of Additional Notes, the Issuer shall deliver, or cause to be delivered, notice of such issuance to the Trustee and the Noteholder Representative at least ten (10) Business Days prior to the proposed date of issuance of such Additional Notes. During the ten (10) Business Days immediately following delivery of such notice, (i) the existing Noteholders shall have the exclusive opportunity to make offers to purchase such Additional Notes and (ii) neither the Issuer, nor any party on its behalf, sell or attempt to sell the Additional Notes to any third party, offer such Additional Notes to or solicit offers to purchase such Additional Notes from any third party. Notwithstanding the foregoing, the Issuer shall not issue Additional Notes without the Noteholder Representative’s consent if after giving effect to such issuance, the Noteholder Representative and its Affiliates would own less than 50.5% of the number of shares of Common Stock into which the Debentures (whether already issued and outstanding or issuable pursuant to this Section 3.14) could be converted and 200% of the number of Warrant Shares for which the Warrants could be exercised shall be authorized, available, reserved for such conversion or exercise and subject to an effective registration statement under the Securities Act, and (x) the issuance of all Common Shares and Warrant Shares issuable upon conversion of the Debentures (including the Debentures issuable pursuant to this Section 3.14) have been approved by the shareholders of the Company pursuant to NASD Rule 4460(i); THEN the Company may compel the Investors upon written notice (assuming the conditions specified in (i) through (x) above were also satisfied as of the date of such notice and as the date of the closing describedNotes.

Additional Issuance. (a) In the event that:that (unless any of the following conditions shall have been waived by the Investors): (i) the closing bid price of a share of Common Stock on the principal Approved Market has been $6.00 130% of the Initial Price (as such $6.00 price term is defined in the Debentures; such Initial Price being subject to the same adjustments as may from time to time be made to the Conversion PricePrice in the Debentures) or more for each the 10 consecutive Trading Days preceding the date of the preceding 30 Trading Days, notice referred to below; and (ii) there is, and has been for each of the preceding 30 60 Trading Days, Effective Registration, ; and (iii) there are not, and have not been in any of the preceding 30 60 Trading Days, any Interfering Events (as such term is defined in the Registration Rights Agreement), ; and (iv) no Event of Default (as defined in the Debentures) shall have occurred, be likely to occur or be threatened, ; and (v) the average of the aggregate market value of all the shares of Common Stock trading on the principal Approved Market for each of the 30 60 preceding Trading Days (exclusive of "block trades", which shall mean trades in excess of 20,000 shares of Common Stock) shall be in excess of $3,500,000, 375,000; and (vi) the Company shall have a net worth (as defined under U.S. Generally Accepted Accounting Principles) of at least $27,000,000 and a market capitalization of at least $100,000,00020.0 million, as certified in writing to the Investors by the chief financial officer of the Company, ; and (vii) there have been no breaches by the Company that have not been fully cured under this Agreement, the Registration Rights Agreement, the Debentures or the Warrants, ; and (viii) all the Company's representations and warranties contained in this Agreement, the Registration Rights Agreement, the Debentures and the Warrants shall continue to be truetrue (in all material respects), and all the Company's covenants contained in this Agreement, the Registration Rights Agreement, the Debentures and the Warrants shall have been performed when and as required, all as certified in writing by the chief financial officer of the Company, ; and (ix) 200% of the number of shares of Common Stock into which the Debentures (whether already issued and outstanding or issuable pursuant to this Section 3.14) could be converted and 200% of the number of Warrant Shares for which the Warrants could be exercised shall be authorized, available, reserved for such conversion or exercise and subject to an effective registration statement under the Securities Act, and (x) the issuance of all Common Shares and Warrant Shares issuable upon conversion of the Debentures (including the Debentures issuable pursuant to this Section 3.143.15) and Warrant Shares issuable upon exercise of the Warrants (including the Option Warrants) have been approved by the shareholders of the Company pursuant to NASD Rule 4460(i) (where such rule is applicable); THEN (x) the Investors shall have a right to purchase (the "INVESTOR CALL OPTION") up to $4.0 million of Option Debentures, or (y) the Company may compel the Investors to purchase (the "COMPANY PUT OPTION") up to $3.0 million of Option Debentures, in each case, upon written notice notice, for immediately available funds, in accordance with the procedures described below; PROVIDED that neither the Company nor the Investors may exercise the options referred to in this paragraph, if such exercise would result in the issuance of an aggregate principal amount of Option Debentures in excess of $4.0 million. Upon the issuance of Option Debentures pursuant to the exercise of the Investor Call Option or the Company Put Option, the Company shall issue to the Investors (assuming pro rata in accordance with the percentages of total Option Debentures each Investor shall have purchased) Option Warrants for the purchase of 25,000 shares of Common Stock (such number of shares to be subject to adjustment in a manner consistent with the provisions adjusting the number of shares issuable under the Warrant upon the occurrence of certain events) per $1.0 million principal amount of Option Debentures issued to the Investors. (b) The Investors may exercise the Investor Call Option under Paragraph (a) of this Section 3.15 on only one occasion and only during the period beginning on the Closing Date and expiring on the day after the second anniversary of the Closing Date. In connection with the exercise of the Investor Call Option, the Investors may waive any or all of the conditions specified set forth in paragraph (a). Upon receipt by the Company of written notice from an Investor exercising its right to purchase additional Debentures, the Company shall issue to such Investor within five (5) days such additional Debentures. Each Investor shall only be entitled to purchase a percentage of the total Option Debentures subject to the Investor Call Option (which is equal to $4.0 million) equal to the percentage it purchased of the total principal amount of the Debentures purchased in the Initial Issuance; PROVIDED that each Investor may assign its right to purchase Option Debentures to any other Investor without the consent of the Company or any other Investor. (c) The Company may exercise the Company Put Option on only one occasion and only during the period (i) through beginning on the later of (x) above were also satisfied as the six month anniversary of the date Closing Date and (y) 60 Trading Days after the Registration Statement (as defined in the Registration Rights Agreement) shall have first become effective and (ii) expiring on the day after the first anniversary of the Closing Date. Upon receipt by the Investors of written notice of the Company exercising its right to compel Investors to purchase additional Debentures, the Investors shall use best efforts to purchase the additional Debentures within 10 Business Days; PROVIDED that the Investors shall not be obligated to purchase additional Debentures if the closing bid price of a share of Common Stock for any Trading Day during the period between the Investors' receipt of such notice and the scheduled closing of such purchase fails to reach 130% of the Initial Price. If the Company shall exercise the Company Put Option for $3.0 million of Option Debentures, the Investors may elect to purchase an additional $1.0 million of Option Debentures at the time of the issuance of such Option Debentures. Option Debentures shall be purchased by the Investors in proportion to their purchases of the Debentures at the Closing. The obligations of the Investors to purchase Debentures under Paragraphs (a) and (c) of this Section 3.15 shall be in all respects several and not joint. (d) The Option Securities issued pursuant to the exercise of the rights set forth in this Section 3.15 shall be issued pursuant to documentation (including, without limitation, a Purchase Agreement and a Registration Rights Agreement) that is the same in all material respects as the documentation pursuant to which the Debentures and Warrants are issued. In addition, the Option Securities shall be subject to the same terms as the Securities issued on the Closing Date; PROVIDED that (i) the conversion price applicable to the Option Debentures shall be the lesser of (x) 110% of the lowest sales price of a share of Common Stock during the five (5) Trading Days prior to the date of the closing describedissuance of the Option Debentures and (y) 90% of the lowest trading price of the Common Stock on the principal trading market for such Common Stock during the four (4) Trading Days prior to but not including the conversion date of such Debentures and (ii) the maturity date of the Option Debentures shall be the fifth anniversary of the issuance of such Debentures.