Common use of Additional Closings Clause in Contracts

Additional Closings. (a) At any time and from time to time following the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing Date, the Company may sell up to an additional 500,000 Series B-2 Shares (such shares being referred to as the “Additional Shares”) to such Persons (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), on the same terms and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates in definitive form, registered in the name of such Additional Purchaser, representing the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the Company.

Additional Closings. (a) At any time and from time to time following the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing Date, the Company may sell Additional sales of up to an aggregate of 7,500,000 Shares may be made by the Company to Additional Purchasers at one or more additional 500,000 Series B-2 Shares closings (such shares being each, an “Additional Closing”) up to 120 days after the Initial Closing Date; provided, however, that the composition of the Additional Purchasers (other than any Existing Investor) shall be subject to the approval of a majority of the members of the Board of Directors. Each Additional Closing and the Initial Closing are collectively referred to as the “Additional Shares”) to such Persons (individually, an “Additional Purchaser,Closings” and collectively, the date of each Additional Closing and the Initial Closing Date are collectively referred to as the “Closing Dates.” Each Additional Purchasers”), on the same terms and Closing shall take place at the same purchase price per share as under offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Shareexchange of documents and signatures); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing, (i) each Additional Purchaser that is a New Investor shall execute and deliver an Investment Financing Signature Page, and each Additional Purchaser that is an Existing Investor shall execute and deliver an Existing Investor Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder; (ii) the Company shall (A) issue and deliver to each Additional Purchaser a stock certificate or certificates in definitive formfor the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, representing against payment to the Company of the Purchase Price for the number of Additional Shares being purchased by it at such Additional Purchaser, (B) deliver to each of the Additional Purchasers, the documents set forth in Sections 2.1(a) through (c) and (f) and (C) deliver to each of the Additional Purchasers, the certificates set forth in Sections 2.1(d) and (e) and a certificate, executed by the President of the Company, certifying that each representation and warranty contained in Section 3 shall be true on and as of the Additional Closing with the same effect as though such representation and warranty had been made on and as of that date, except as set forth on Exhibit H hereto, which shall be supplemented as of the date of such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery certifying to the fulfillment of the stock certificate or certificates therefor conditions specified in Section 2.1(h), dated as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number date of Series B-2 Shares being sold at each such closing Additional Closing; (iii) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and $5.00. Such amounts Xxxx LLP shall be paid deliver to the account each of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by an opinion, dated as of the Company.date of such Additional Closing, in substantially the form attached hereto as Exhibit G; and (iv) the Company shall cause Exhibit A to this Agreement and Exhibit A to each of the Ancillary Agreements (as defined in

Additional Closings. (a) At If, at any time and from time to time following the Second Closing Date, but on or prior to one hundred eighty the Maturity Date (180as defined in the Notes), (i) calendar days following the Second Closing Date, the Company may sell up has less than $1,000,000 of cash and cash equivalents and (ii) the Company has received a term sheet for a Qualifying Financing (as defined in the Notes) that is acceptable to an additional 500,000 Series B-2 Shares the Company’s Board of Directors (such shares being the requirements set forth in (i) and (ii) are referred to herein as the “Additional SharesDraw-Down Requirements”), then the Chief Executive Officer of the Company shall be permitted to deliver a written notice (the “Draw-Down Notice”) to the Xxxxx Family Survivor’s Trust UDT dated December 18, 1988 (the “Major Investor”) and any other potential investor in the Company approved by the Chief Executive Officer of the Company (any such Persons (individuallyinvestor, an a “Additional Purchaser,New Investor” and collectively, the “Additional PurchasersNew Investors”), on which Draw-Down Notice shall certify that the same terms Draw-Down Requirements have been satisfied and at shall specify the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve closing of the sale of any Additional Shares in their sole discretion. For a specific amount of the avoidance of doubt, no authorized Notes and Warrants shall be issued to any Additional Purchasers (such amount in any Draw-Down Notice, the “Draw-Down Amount”) not previously sold by the Company (each an “Additional Closing” and together with the Initial Closing, a “Closing”), which such Additional Closing shall occur no earlier than two and no later than five business days after the delivery of the Draw-Down Notice. All such sales Notwithstanding the foregoing, the Major Investor shall not be made subject required to participate in an Additional Closing during any calendar month to the terms and conditions set forth extent that the Company has effected two Additional Closings in this Agreement, and in reliance on the representations and warranties set forth in this Agreementsuch calendar month. At Following each Additional Closing, the Schedule of Investors under the heading “Additional Closing Principal Amount of Note” shall be unilaterally updated by the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates record the names of Investors participating in definitive form, registered in the name of such Additional Purchaser, representing Closing and the number principal amount of Additional Shares each Investor’s Loan Amount being purchased by it made at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the Company.

Additional Closings. (a) At any time and from time to time following Commencing after the Second Closing Date, but on or prior to one hundred eighty Date and except for the Initial Funding (180) calendar days following the Second Closing Dateas defined below), the Purchaser may, in its sole and absolute discretion, purchase the Securities on an Additional Closing Date by delivering to the Company may sell up to an additional 500,000 Series B-2 Shares a written notice stating (such shares being referred to as i) the date and time of the closing (the “Additional SharesClosing Date”) to , and any such Persons (individuallyclosing, an “Additional Purchaser,” Closing”), and collectively(ii) the amount of Securities to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, shall not exceed $2,000,000 and (ii) the Purchaser shall purchase (x) $500,000 in Additional Subscription Amount immediately following the execution of the First Amendment and (y) $500,000 in Additional Subscription Amount no later than September 5, 2023 (such total amount of $1,000,000, the “Additional PurchasersInitial Funding”), on the same terms and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest on each such date the VWAP of the then holders of Series B Preferred Common Stock so approve for each of the sale previous ten (10) consecutive Trading Days shall be above $0.20 and there is no existing Event of any Additional Shares in their sole discretionDefault. For the avoidance of doubt, the Company and the Purchaser agree that the Purchaser shall have no Warrants shall be issued obligation to purchase any Additional Purchasers in additional Securities except for the Initial Funding. Subject to compliance with the applicable federal securities laws, the Company and the Purchaser may mutually agree on such other date and time for any Additional Closing. All such sales Any and all Additional Closings shall be made subject to the terms and satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this AgreementSection 2.1 and Section 2.3, and in reliance on (ii) the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates in definitive form, registered Equity Conditions (as defined in the name of such Additional Purchaser, representing Notes) and (iii) the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for Company’s compliance with the Additional Shares being purchased by it under this Agreement, and against delivery applicable rules of the stock certificate or certificates therefor as aforesaid, on the Principal Trading Market pursuant to Section 4.18. The parties hereto shall use their commercially reasonable efforts to effectuate any and all Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the CompanyClosings.”

Additional Closings. (a) At any time and from time to time following After the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing DateFirst Subsequent Closing, the Company may sell sell, on the same terms and conditions as those contained in this Agreement, up to (i) an additional 500,000 aggregate of 2,800,000 shares (less any shares of Series B-2 Shares C Preferred Stock sold in the Previous Closings and the First Subsequent Closing, as well as shares to be sold in the Second Tranche Closing (as defined below) and subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares being referred to as shares) of Series C Preferred Stock (the “Additional Shares”), and (ii) up to the balance of unissued Common Warrants in accordance with Section 1.1(c) above, to existing holders of Preferred Stock or to such Persons other persons or entities as may be approved by the Company in its sole discretion (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), on the same terms and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the (i) such subsequent sale of any Additional Shares in their sole discretion. For the avoidance of doubtis consummated on or before September 30, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to the terms and conditions set forth in this Agreement2018, and in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall issue and deliver to (ii) each Additional Purchaser shall become a stock certificate or certificates in definitive form, registered in party to the name Transaction Agreements (as defined below) by executing and delivering a counterpart signature page to each of such Additional Purchaser, representing the Transaction Agreements. Exhibit A to this Agreement shall be updated periodically to reflect the number of Additional Shares being purchased by it at each such Closing and the number of Common Warrant Shares underlying the Common Warrants issued at each such Closing and the parties purchasing such Additional ClosingShares and being issued Common Warrants, if applicable. As payment in full for the Each Additional Purchaser that purchases Additional Shares being purchased by it under pursuant to this Section 1.3 shall be considered a “Purchaser” for purposes of this Agreement, and against delivery any Additional Shares purchased pursuant to this Section 1.3 shall be considered “Stock” for purposes of this Agreement and all other agreements contemplated hereby. Each additional Closing shall be held at the stock certificate Closing Location or certificates therefor at such other place as aforesaid, on the Additional Closing Date, each Company and the applicable Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated agree either in writing a reasonable time in advance to the Additional Purchasers by the Companyor orally.

Additional Closings. (a) At any time The purchase and from time to time following the Second Closing Date, but sale of Notes and Warrants on or prior after the date hereof shall take place at a closing to one hundred eighty (180) calendar days following the Second Closing Date, be conducted remotely via exchange of documents and signatures at such time as may be agreed to among the Company may sell up and the applicable Investors. The Company shall have the right, on one or more occasions, to an hold additional 500,000 Series B-2 Shares closings (such shares being referred to as the “Additional Shares”) to such Persons (individuallyeach, an “"Additional Purchaser,” Closing", and collectively, the “Additional Purchasers”"Closings", and individually, a "Closing"), on pursuant to which it shall have the same terms right to issue and sell additional Notes and Warrants to additional Investors or existing Investors. Such Additional Closings may occur at anytime prior to April 14, 2016, unless the same purchase price per share as under the Second Closing (i.e.Company, Five Dollars ($5.00at it's sole discretion, elects to extend that date to August 11, 2016) per Series B-2 Share); and provided that a majority in interest the Company shall have the sole discretion to terminate the sales of the then holders of Series B Preferred Stock so approve of the sale of Notes and Warrants at any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued time without notice to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth in this Agreementexisting Inventor or potential Investor. At each Additional Closing, the Company shall issue and deliver to each Additional Purchaser Investor purchasing Notes and Warrants for cash at such closing a stock certificate or certificates in definitive form, registered Note in the face amount set forth opposite such Investor's name on Schedule A (as such schedule shall be amended prior to the Additional Closing) under the column entitled "Purchase Price / Principal Amount of such Additional Purchaser, representing Note," and a Warrant to purchase a number of shares of Common Stock corresponding to one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of the such Note, against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note and Warrant at an Additional Shares being purchased by it at Closing, each Investor receiving such Notes and Warrants represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. As payment The aggregate principal amount of Notes that may be issued at Closings hereunder shall in full no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Additional Shares being purchased Notes and Warrants to be delivered at a Closing is, unless waived by it under this Agreementsuch Investor, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay subject to the Company by wire transfer condition that the Company's representations and warranties contained in Section 2 are true, complete and correct on and as set forth in Schedule 1.3 hereto or by of such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00Closing date. Such amounts shall be paid to the account The obligation of the Company as shall have been designated in writing to sell and issue Notes and Warrants to be delivered at a reasonable time in advance to the Additional Purchasers Closing is, unless waived by the Company, subject to the condition that the relevant Investor's representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing date.

Additional Closings. (a) At any time and from time to time following The Company may, until the Second Closing Dateearlier of the closing of the Next Equity Financing or December 31, but on or prior to one hundred eighty (180) calendar days following 2017, request that the Second Closing Date, the Company may sell Purchasers purchase up to an additional 500,000 Ten Million Dollars ($10,000,000) in value of Series B-2 Shares D Preferred Stock in Two Million Five Hundred Thousand Dollar ($2,500,000) increments. Any such request shall be delivered in writing to WIM, and such requested amount shall be allocated in WIM’s discretion among the Purchasers who then hold Series D Preferred Stock (the “Call Notice”). Upon delivery of a Call Notice, WIM (or the Purchasers designated by WIM) may, in WIM’s or such Purchaser’s sole discretion, purchase that number of shares being referred of Series D Preferred Stock set forth in the Call Notice (up to a total aggregate of Ten Million Dollars ($10,000,000) in value of Series D Preferred Stock in all such Call Notices). An additional closing shall occur on the date that is ten (10) business days after the date of the Call Notice, or such later date as the “Additional Shares”) to Company may designate, in its sole discretion (each such Persons (individuallyclosing, an “Additional Purchaser,” and collectively, the “Additional PurchasersClosing”), . Any such sale and issuance of Series D Preferred Stock in an Additional Closing shall be on the same terms and at conditions as those contained herein. After each Additional Closing, the same purchase price per share as under Schedule of Purchasers shall be amended to reflect the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest number of the then holders shares of Series B D Preferred Stock so approve purchased by each Purchaser upon such Additional Closing and the date of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any such Additional Closing. All such sales shall be made subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing, each Purchaser purchasing shares of Series D Preferred Stock in such Additional Closing shall deliver to the Company, by check or wire transfer of immediately available funds, the amount indicated in the Call Notice, and the Company shall issue and deliver to each Additional such Purchaser a an originally executed stock certificate or certificates in definitive form, registered in the name of such Additional Purchaser, representing the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number shares of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the CompanyD Preferred Stock so purchased.

Additional Closings. (ai) At any time Upon the terms and from time subject to time following the Second Closing Dateconditions set forth herein, but on or prior to one hundred eighty five (1805) calendar days following the Second Closing date of declaration of effectiveness (the “Effective Date”) by the Commission of a Registration Statement registering the resale of the maximum aggregate number of shares of Common Stock issuable pursuant to the conversion of the Preferred Stock (the “Registrable Securities”), and on each 30th calendar day anniversary of the Effective Date, until the earlier of the two year anniversary of the date of this Agreement or such time as the Purchaser has purchased an aggregate of 6,000 shares of Preferred Stock (including the shares of Preferred Stock purchased at the Initial Closing), assuming no Event of Default has taken or is taking place, upon satisfaction of the applicable deliveries, Equity Conditions and closing conditions set forth in Section 2.2, the Company may sell up agrees to an additional 500,000 Series B-2 Shares sell, and the Purchaser agrees to purchase, a minimum of two hundred and fifty (such 250) shares being referred of Preferred Stock at price of $1,000 per share of Preferred Stock at each Additional Closing, except as set forth below in the last sentence of this subsection (b). The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as the “Additional Shares”) to such Persons (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), set forth on the same terms signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to Upon satisfaction of the terms covenants and conditions set forth in this Agreement, Sections 2.2 and in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing2.3, the Company Additional Closing shall issue and deliver occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree. If in contemplation of a particular Additional Closing each of the components of Equity Conditions are met but for criteria (iii) as to trading volume, then the Purchaser shall only be obligated to purchase at such Additional Purchaser Closing a stock certificate or certificates in definitive form, registered in number of shares of Preferred Stock which is convertible into two hundred percent (200%) of the name average daily trading volume of the Common Stock for the ten (10) Trading Days immediately preceding the date of such Additional Purchaser, representing the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the Company.

Additional Closings. (a) At any time and from after the Initial Closing, to the extent that (i) Buyers already party to this Agreement (at the time to time following the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing Datedetermined, the Company may sell up to an additional 500,000 Series B-2 Shares (such shares being referred to as the “Additional SharesExisting Buyers”) and/or (ii) additional Buyers reasonably acceptable to such Persons the Company (individuallyeach, an “Additional Purchaser,” and collectively, the “Additional PurchasersBuyer”), agree by execution of a Buyer Signature Page to purchase Notes, the principal amount of which shall be set forth on each such Buyer’s Buyer Signature Page, the same terms Company may, at its option and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their its sole discretion, hold one or more additional Closings with respect to the purchase of such Notes (each, an “Additional Closing”). For the avoidance of doubt, no Warrants Each Additional Closing shall occur on such date as shall be issued mutually acceptable to any Additional Purchasers the Company and the Buyers participating in any such Additional Closing. All such sales ; provided, however, that all Additional Closings shall be made subject to the terms and conditions set forth in this Agreementheld on or before July 31, and in reliance on the representations and warranties set forth in this Agreement2012. At each an Additional Closing, the Company shall issue and deliver sell to each Additional Purchaser a stock certificate or certificates in definitive form, registered Buyer participating in the name of such Additional Purchaser, representing the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of each such Buyer, severally and not jointly, shall purchase from the stock certificate or certificates therefor as aforesaidCompany, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such Note(s) with a principal amount as shall be equal to the product amount set forth on such Buyer’s Buyer Signature Page. The terms of the number of Series B-2 Shares being sold transactions consummated at such closing and $5.00. Such amounts each Additional Closing shall be paid identical to the account terms consummated at the Initial Closing, except for the date of the issuance of the Notes. In connection with any Additional Closing, the Company as shall have been designated in writing a reasonable time in advance amend the Schedule of Buyers (without any action from any Buyer) to reflect any additional purchase by Existing Buyers, and to add any Additional Buyers and to reflect the applicable dates of Closing of such purchases. Subject to and upon the completion of an Additional Closing, the Additional Purchasers Buyers with respect to such Additional Closing will become a Buyer under this Agreement without any action by the Companyany Existing Buyer.

Additional Closings. (a) At any time and from time to time following the Second Closing Date, but on On or prior to one hundred eighty the date which is forty-five (18045) calendar days following the Second Closing DateInitial Closing, subject to the terms of this Section 1.4, the Company may sell effect additional closings (the “Additional Closings” and together with the Initial Closing, the “Closings”) for the aggregate sale and purchase of (i) up to an additional 500,000 but not in excess of 10,948,906 shares of Series B-2 Shares A Preferred Stock (such including the number of shares being of Series A Preferred Stock sold and purchased at the Initial Closing) at the price per share of $0.274 pursuant to and in accordance with this Agreement and (ii) Warrants to purchase up to but not in excess of 1,824,818 shares of Series A Preferred Stock (including the number of shares of Series A Preferred Stock subject to Warrants issued at the Initial Closing). The purchasers of the shares of Series A Preferred Stock and Warrants at the Additional Closings shall be referred to as the “Additional SharesInvestors”) to such Persons (individually, and each individually as an “Additional Purchaser,Investor”. Each Additional Investor must be an “accredited investor” and collectively, the “Additional Purchasers”), on the same terms and at the same purchase price per share (as such term is defined under the Second Closing (i.e.Securities Act of 1933, Five Dollars ($5.00) per Series B-2 Shareas amended); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall will issue and deliver to each certificates evidencing the shares of Series A Preferred Stock and Warrants sold at such Additional Purchaser a stock certificate or certificates in definitive form, Closing registered in the name of the applicable Additional Investor (with appropriate legends affixed thereto required by this Agreement and the Related Agreements (to the extent applicable)) against delivery by such Additional Purchaser, representing the number Investor of Additional Shares being purchased by it at (i) such Additional ClosingInvestor’s aggregate purchase price therefor by check or wire transfer of immediately available funds, and (ii) a counterpart signature page to this Agreement and each Related Agreement (to the extent applicable) in such form as shall be reasonably determined by the Company. As payment in full for Upon consummation of the Additional Shares being purchased by it under Closings in accordance with this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing DateSection 1.4, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as Investor shall be equal deemed an Investor for all purposes of this Agreement and Exhibit A shall be amended to reflect the product purchase and sale of the number such shares of Series B-2 Shares being sold at such closing A Preferred Stock and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the CompanyWarrants.

Additional Closings. (a) At If the aggregate principal amount of the Notes purchased at the First Closing is less than $15,960,000, then at any time and from time to time following the Second Closing Date, but on or prior to one hundred eighty before the earlier of the consummation of a Qualified Financing (180as defined in the Notes) calendar days following or March 15, 2018 (the Second Closing “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 an the balance of the authorized Notes not sold at the First Closing in one or more additional 500,000 Series B-2 Shares closings (each such shares being referred to as the “Additional Shares”) to such Persons (individuallyclosing, an “Additional PurchaserClosing” and each of the First Closing and each Additional Closing, a “Closing”) to First Closing Investors or such other “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) as are acceptable to the Company and the Requisite Investors (“Eligible Additional Investors”); provided, however, that the participation by the eligible investors up to the amounts set forth on EXHIBIT C attached hereto shall be considered acceptable to the Company and the Requisite Investors. Each Eligible Additional Investor who elects to acquire Notes at an Additional Closing shall become a party to this Agreement by signing a counterpart signature page hereto (if such Eligible Additional Investor is not already a party hereto) and the Schedule of Investors attached hereto shall be amended to reflect the amount each Eligible Additional Investor has agreed to lend the Company in the column entitled “Additional Closing Loan Amount” (each such amount and the First Closing Investors’ “First Closing Loan Amount,” and collectively, the a “Additional PurchasersLoan Amount”), on the same terms and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales loans made at an Additional Closing shall be made subject to on the terms and conditions set forth in this Agreement, and the representations and warranties of the Company set forth in reliance on Section 3 hereof and the representations and warranties set forth in this Agreement. At each Additional Closing, Section 4 hereof of the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates Investors participating in definitive form, registered in the name of such Additional Purchaser, representing Closing shall speak as of the number date of Additional Shares being purchased by it at such Additional Closing. As payment in full Any Notes issued pursuant to this Section 1(b) shall be deemed to be “Notes” for the all purposes under this Agreement and any Eligible Additional Shares being purchased by it Investor signing a counterpart signature page to this Agreement shall be deemed to be an “Investor” for all purposes under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the . On each Additional Closing DateDate (as defined below), each Eligible Additional Purchaser Investor electing to participate in such Additional Closing (the “Additional Closing Investors”) shall pay lend to the Company by wire transfer as at such Additional Closing the amount set forth in opposite its name under the column entitled “Additional Closing Loan Amount” on the Schedule 1.3 of Investors attached hereto or by such other method (as may be reasonably acceptable to amended as described above) against the issuance and delivery by the Company in immediately available funds of a Note for such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the CompanyLoan Amount.

Additional Closings. (a) At any time and from time to time following the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing DateClosing, the Company Issuer may sell up such additional Securities as it deems appropriate in its sole discretion to an any additional 500,000 Series B-2 Shares investor or investors (such shares being referred to as the “Additional Shares”) to such Persons (individuallyeach, an “"ADDITIONAL INVESTOR") at one or more additional closing(s) pursuant to this Agreement (each, an "ADDITIONAL CLOSING"). With respect to each Additional Purchaser,” and collectivelyClosing, the “Issuer, the Investors and each Additional Purchasers”), on the same terms and at the same purchase price per share as under the Second Closing Investor agree that: (i.e., Five Dollars ($5.00i) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale and purchase of any Securities at such Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales Closing shall be made subject to on the terms and conditions set forth in this Agreement; (ii) at such Additional Closing, each Additional Investor participating in such Additional Closing shall pay to the Issuer, by wire transfer of immediately available funds to an account designated in writing by the Issuer, the Purchase Price for the Shares and in reliance on the representations and warranties set forth in this Agreement. At each Warrant being purchased by such Additional Investor hereunder; (iii) at such Additional Closing, the Company Issuer shall issue and deliver to each such Additional Purchaser Investor the Shares being purchased by the Additional Investor hereunder and shall deliver or cause to be delivered to such Additional Investor a stock certificate or certificates in definitive form, representing such Shares and a Warrant duly registered in the name of such Additional PurchaserInvestor, representing as specified on such Additional Investor's counterpart signature page hereto; (iv) the number representations and warranties of the Issuer set forth in SECTION 3 shall speak only as of the Closing and the Issuer shall have no obligation to update any such representation or warranty, or any disclosure set forth in the Disclosure Schedule (as defined below) relating to such representation or warranty, based on events occurring following the Closing; and (v) the representations and warranties of the Additional Shares being purchased by it at Investor set forth in SECTION 4 shall speak as of such Additional Closing. As payment in full In connection with the foregoing, notwithstanding anything to the contrary set forth herein, this Agreement may be amended by the Issuer without the consent of the Investors to include any Additional Investor as a party hereto upon the execution by such Additional Investor of a counterpart signature page hereto, and upon any such execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an "Investor" for the Additional Shares being purchased by it all purposes under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the Company.

Additional Closings. (a) At any time and from time Subject to time following the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing DateInitial Investors' right of first refusal set forth in Section 1.2(e), the Company may offer and sell up to an additional 500,000 the balance of the authorized number of shares of Series B-2 Shares (such shares being referred to as the “Additional Shares”) to such Persons (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), on the same terms and 4-A Preferred Stock not sold at the same purchase price per share as under First Closing and the Second Closing (i.e.but not any authorized but unissued warrants) to such purchasers as it shall select, Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to the terms following conditions: (i) it shall first obtain the consent of the Initial Investors, which consent shall not be unreasonably withheld; (ii) such shares shall be sold at a price not less than the price per share paid at the First Closing; and conditions set forth in this Agreement(iii) such additional purchaser or purchasers 2NEXT PAGE shall subscribe for, and in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates in definitive form, registered in the name of such Additional Purchaseraggregate, representing the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product not more than 50% of the number of Series B-2 Shares being 4-A Preferred Stock subscribed for by the Initial Investors in the aggregate at the First Closing and the Second Closing (regardless of whether the Second Closing actually occurs). Any such purchaser shall execute and deliver a counterpart signature page to, and thereby, without further action by any Initial Investor, become a party to and be deemed an Additional Investor under, this Agreement (except with respect to Sections 1.2(b) and (c) above), the Stockholders Agreement (as defined below) and the Registration Rights Agreement (as defined below), and all schedules and exhibits hereto and thereto shall automatically be updated to reflect such Additional Investor as a party hereto and thereto, and the shares sold at to such Additional Investors shall not be subject to the preemptive rights set forth in Article X of the Certificate of Designation. The closing of the purchase and $5.00. Such amounts sale of three-fourths (3/4's) of the aggregate amount of the Series 4-A Preferred Stock to be sold to such Additional Investors shall be paid to consummated not later than the account date falling sixty (60) days after the First Closing, and the closing of the Company as purchase and sale of the remaining one-fourth (1/4) of such Series 4-A Preferred Stock shall have been designated in writing a reasonable time in advance to be consummated on the date of the Second Closing (collectively, the "Additional Closings"). At the Additional Purchasers Closings, if any, the Company shall deliver to each Additional Investor a certificate representing the Series 4-A Preferred Stock that such Additional Investor is purchasing against payment of the purchase price therefor by certified check, wire transfer or any combination thereof. The Additional Closings shall take place at the Companyoffices of Xxxxxxxx & Xxxxxxxx, 21st Floor, Entertainment Building, 00 Xxxxx'x Xxxx Xxxxxxx, Xxxx Xxxx at or before 3 p.m. Hong Kong time on the dates specified above (each such time and place, together with the First Closing and the Second Closing and any First Refusal Closing (as defined below), are designated as a "Closing").

Additional Closings. (a) At any time and from time to time following after the Second First Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing Datematurity date of any of the Debentures issued in the First Closing, the Company may sell up request that Buyer purchase additional Debentures hereunder in Additional Closings by written notice to Buyer, and, subject to the conditions below, Buyer shall purchase such additional Debentures in such amounts and at such times as Buyer and the Company may mutually agree, so long as no “Event of Default” (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents and which has not been waived by the Buyer, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; and (ii) any additional 500,000 Series B-2 Shares purchase of Debentures beyond the purchase of Debentures at the First Closing shall have been approved by Buyer, which approval may be given or withheld in Buyer’s sole and absolute discretion. Notwithstanding the foregoing, the Company expects to conduct an offering of its common stock within ninety (such shares being referred to as 90) days of the Effective Date (the “Additional SharesEquity Offering”). It is anticipated that the proceeds of the Equity Offering shall be sufficient for the Company (i) to such Persons (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), on the same terms and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest pay all of the then holders of Series B Preferred Stock so approve outstanding Obligations under the Transaction Documents, (ii) to pay all of the sale then outstanding “Obligations” (as defined in the Prior Credit Agreement), and/or (iii) to fund to Seaport those amounts that will be owing by Seaport under Section 2.4(c) of any Additional Shares in their sole discretionthe PNC Purchase Agreement. For In the avoidance event that the proceeds of doubt, no Warrants shall be issued the Equity Offering are not sufficient to any Additional Purchasers in any Additional Closing. All such sales shall be made subject fund to Seaport the terms and conditions set forth in this amounts owing under Section 2.4(c) of the PNC Purchase Agreement, and in reliance on upon the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates in definitive form, registered in the name of such Additional Purchaser, representing the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account request of the Company and so long as no default or “Event of Default” (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents which has not been designated in writing a reasonable time in advance to the Additional Purchasers waived by the CompanyBuyer, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder, the Buyer agrees to purchase a Debenture from the Company on the date that is ninety (90) days from the Effective Date in an amount sufficient to satisfy the obligations of Seaport under Section 2.4(c) of the PNC Purchase Agreement.

Additional Closings. (a) At any time and from time Subject to time following the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing DateInitial Investors' right of first refusal set forth in Section 1.2(e), the Company may offer and sell up to an additional 500,000 the balance of the authorized number of shares of Series B-2 Shares (such shares being referred to as the “Additional Shares”) to such Persons (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), on the same terms and 4-A Preferred Stock not sold at the same purchase price per share as under First Closing and the Second Closing (i.e.but not any authorized but unissued warrants) to such purchasers as it shall select, Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to the terms following conditions: (i) it shall first obtain the consent of the Initial Investors, which consent shall not be unreasonably withheld; (ii) such shares shall be sold at a price not less than the price per share paid at the First Closing; and conditions set forth in this Agreement(iii) such additional purchaser or purchasers shall subscribe for, and in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates in definitive form, registered in the name of such Additional Purchaseraggregate, representing the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product not more than 50% of the number of Series B-2 Shares being 4-A Preferred Stock subscribed for by the Initial Investors in the aggregate at the First Closing and the Second Closing (regardless of whether the Second Closing actually occurs). Any such purchaser shall execute and deliver a counterpart signature page to, and thereby, without further action by any Initial Investor, become a party to and be deemed an Additional Investor under, this Agreement (except with respect to Sections 1.2(b) and (c) above), the Stockholders Agreement (as defined below) and the Registration Rights Agreement (as defined below), and all schedules and exhibits hereto and thereto shall automatically be updated to reflect such Additional Investor as a party hereto and thereto, and the shares sold at to such Additional Investors shall not be subject to the preemptive rights set forth in Article X of the Certificate of Designation. The closing of the purchase and $5.00. Such amounts sale of three-fourths (3/4's) of the aggregate amount of the Series 4-A Preferred Stock to be sold to such Additional Investors shall be paid to consummated not later than the account date falling sixty (60) days after the First Closing, and the closing of the Company as purchase and sale of the remaining one-fourth (1/4) of such Series 4-A Preferred Stock shall have been designated in writing a reasonable time in advance to be consummated on the date of the Second Closing (collectively, the "ADDITIONAL CLOSINGS"). At the Additional Purchasers Closings, if any, the Company shall deliver to each Additional Investor a certificate representing the Series 4-A Preferred Stock that such Additional Investor is purchasing against payment of the purchase price therefor by certified check, wire transfer or any combination thereof. The Additional Closings shall take place at the Companyoffices of Morrison & Foerster, 21st Floor, Entertainment Building, 30 Queen's Road Xxxxxxx, Hxxx Xxxx at or before 3 p.m. Hong Kong time on xxx xxxxx xxxxxxxxx xxxxx (xxxx xuch time and place, together with the First Closing and the Second Closing and any First Refusal Closing (as defined below), are designated as a "CLOSING").

Additional Closings. (a) At any time and from time to time following Commencing after the Second Closing Date, but on or prior to one hundred eighty Date and except for the Initial Funding (180) calendar days following the Second Closing Dateas defined below), the Purchaser may, in its sole and absolute discretion, purchase the Securities on an Additional Closing Date by delivering to the Company may sell up to an additional 500,000 Series B-2 Shares a written notice stating (such shares being referred to as i) the date and time of the closing (the “Additional SharesClosing Date”) to , and any such Persons (individuallyclosing, an “Additional Purchaser,” Closing”), and collectively(ii) the amount of Securities to be subscribed by the Purchaser (the “Additional Subscription Amount”; provided that (i) the Additional Subscription Amounts in the aggregate, including the Initial Funding, shall not exceed $4,000,000 and (ii) the Purchaser shall purchase (x) $500,000 in Additional Subscription Amount immediately following the execution of the First Amendment and (y) $500,000 in Additional Subscription Amount no later than September 5, 2023 (such total amount of $1,000,000, the “Additional PurchasersInitial Funding”), on the same terms and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest on each such date the VWAP of the then holders of Series B Preferred Common Stock so approve for each of the sale previous ten (10) consecutive Trading Days shall be above $0.20 and there is no existing Event of any Additional Shares in their sole discretionDefault. For the avoidance of doubt, the Company and the Purchaser agree that the Purchaser shall have no Warrants shall be issued obligation to purchase any Additional Purchasers in additional Securities except for the Initial Funding. Subject to compliance with the applicable federal securities laws, the Company and the Purchaser may mutually agree on such other date and time for any Additional Closing. All such sales Any and all Additional Closings shall be made subject to the terms and satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this AgreementSection 2.1 and Section 2.3, and in reliance on (ii) the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates in definitive form, registered Equity Conditions (as defined in the name of such Additional Purchaser, representing Notes) and (iii) the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for Company’s compliance with the Additional Shares being purchased by it under this Agreement, and against delivery applicable rules of the stock certificate or certificates therefor as aforesaid, on the Principal Trading Market pursuant to Section 4.18. The parties hereto shall use their commercially reasonable efforts to effectuate any and all Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the CompanyClosings.”

Additional Closings. (a) At any time and from time to time following In the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing Date, the Company may sell up to an additional 500,000 Series B-2 Shares (such event that less than 89,000 shares being referred to as the “Additional Shares”) to such Persons (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), on the same terms and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of are issued and sold at the Initial Closing, one or more additional closings (each, an "Additional Closing" and together the "Additional Closings") may occur on any day on or prior to April 28, 2006 (or, if the offering pursuant to which the shares are being sold is extended by the Company, prior to May 28, 2006), for the sale of any up to the balance of such shares and related Warrants, to such persons as the Company may determine, so long as the sale of such securities at each such Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject Closing is effected pursuant to the terms of this Agreement (or a separate agreement with terms substantially similar to the terms hereof) and conditions at a price per share paid in cash, no less than the per share Purchase Price. Each Additional Closing shall be effected in the manner set forth in Section 1.3. Any individual or entity purchasing securities at an Additional Closing (each, an "Additional Purchaser," and collectively "Additional Purchasers") shall execute a signature page to this AgreementAgreement (or such substantially similar separate agreement) and the Company shall, as applicable update Exhibit A hereto to include each such Additional Purchaser, at which time each such Additional Purchasers shall be deemed to be a "Purchaser" hereunder for purposes of this Agreement and all other agreements contemplated hereby, and a "Holder" under the Rights Agreement (as defined in reliance on Section 2.1) (or such separate registration rights agreement with terms substantially similar to the representations and warranties set forth in this terms of the Rights Agreement). At or promptly following each Additional Closing, (i) the Company will deliver to the Additional Purchasers the various certificates, instruments and documents referred to in Section 2.1(a) hereof, (ii) the Additional Purchasers will deliver to the Company the various certificates, instruments and documents referred to in Section 2.1(b) below, and (iii) the Company shall issue and deliver to each Additional Purchaser a stock share certificate or certificates in definitive form, and Warrant registered in the name of such Additional Purchaser, 's name representing the number shares of Series B Preferred Stock and Warrants that such Additional Shares being purchased by it Purchaser is to receive from the Company at such Additional Closing. As Closing to be set forth opposite such Additional Purchaser's name on the updated Exhibit A hereto (or in a separate agreement), against payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate purchase price therefore by check or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay wire transfer to an account designated by the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably means acceptable to the Company in immediately available funds such amount Company. The Initial Purchased Securities and the securities, if any, purchased at each Additional Closing, are referred to herein as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the Company"Purchased Securities."

Additional Closings. (a) At any time and from time to time following In the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing Date, the Company may sell up to an additional 500,000 Series B-2 Shares (such event that less than 161,000 shares being referred to as the “Additional Shares”) to such Persons (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), on the same terms and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of are issued and sold at the Initial Closing, one or more additional closings (each, an "Additional Closing" and together the "Additional Closings") may occur on any day on or prior to May 30, 2006, for the sale of any up to the balance of such shares and related Warrants, to such persons as the Company may determine, so long as the sale of such securities at each such Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject Closing is effected pursuant to the terms of this Agreement (or a separate agreement with terms substantially similar to the terms hereof) and conditions at a price per share paid in cash, no less than the per share Purchase Price. Each Additional Closing shall be effected in the manner set forth in Section 1.3. Any individual or entity purchasing securities at an Additional Closing (each, an "Additional Purchaser," and collectively "Additional Purchasers") shall execute a signature page to this AgreementAgreement (or such substantially similar separate agreement) and the Company shall, as applicable update Exhibit A hereto to include each such Additional Purchaser, at which time each such Additional Purchasers shall be deemed to be a "Purchaser" hereunder for purposes of this Agreement and all other agreements contemplated hereby, and a "Holder" under the Rights Agreement (as defined in reliance on Section 2.1) (or such separate registration rights agreement with terms substantially similar to the representations and warranties set forth in this terms of the Rights Agreement). At or promptly following each Additional Closing, (i) the Company will deliver to the Additional Purchasers the various certificates, instruments and documents referred to in Section 2.1(a) hereof, (ii) the Additional Purchasers will deliver to the Company the various certificates, instruments and documents referred to in Section 2.1(b) below, and (iii) the Company shall issue and deliver to each Additional Purchaser a stock share certificate or certificates in definitive form, and Warrant registered in the name of such Additional Purchaser, 's name representing the number shares of Series B Preferred Stock and Warrants that such Additional Shares being purchased by it Purchaser is to receive from the Company at such Additional Closing. As Closing to be set forth opposite such Additional Purchaser's name on the updated Exhibit A hereto (or in a separate agreement), against payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate purchase price therefore by check or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay wire transfer to an account designated by the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably means acceptable to the Company in immediately available funds such amount Company. The Initial Purchased Securities and the securities, if any, purchased at each Additional Closing, are referred to herein as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the Company"Purchased Securities."