Common use of Additional Closings Clause in Contracts

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial Closing). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for 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 at an Additional Closing, each Investor receiving such Notes represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in 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 Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a 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. Section 3.2 is hereby deleted in its entirety and the following is substituted therefor: "The sale and purchase of the Series B-I Debentures to be purchased by Purchaser shall occur at closings (the "Additional Closing") on the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date"). The Company shall have acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial Closing)Series G Debenture. At each Additional Closing, Closing the Company shall will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Investor purchasing Notes for cash at such closing a Note Additional Closing Date in the face form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price paid therefor by such Investor for such Note, against receipt of a check subject to collection or a wire transfer in of immediately available funds for the account of the purchase priceCompany or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, to an account designated by or any of the Company. By receiving a Note at an Additional Closing, each Investor receiving such Notes represents that its representations and warranties contained conditions specified in Section 3 are true and correct as 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of the date all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amountfailure or such nonfulfillment. The Company shall have deliver to Purchaser an Officer's Certificate and a Secretary's Certificate dated the right Additional Closing Date in a form reasonably acceptable 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 Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a 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 datePurchaser's counsel."

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingNovember 30, 2012). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for such Note, 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 Securities at an Additional Closing, each Investor so receiving such Notes Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes that may be issued at Closings hereunder shall shall, when added to the aggregate principal amount of Notes issued to the Early Investors, in 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 cash for the Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a 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 dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”,” and, and collectively with the Initial Closing, the “Closings”, ,” and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after July 31, 2014, unless extended by the Initial ClosingBoard or upon the withdrawal of this offering by the Board, whichever occurs sooner). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such additional closing a Note in the face amount certificate or certification representing such number of the purchase price paid by Shares as is set forth opposite such Investor for such Note, Investor’s name on Schedule A hereto 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 Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Board approved Share 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 cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a 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 dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingOctober 15, 2012). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for such Note, 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 Securities at an Additional Closing, each Investor so receiving such Notes Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in 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 Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a 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 dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingSeptember 30, 2015). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for 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 at an Additional Closing, each Investor receiving such Notes represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in 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 Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a 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. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Subordinated Notes and Warrants to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingJuly 31, 2011). At each Additional Closing, the Company shall deliver to each Investor purchasing Subordinated Notes for cash at such closing a Subordinated Note in the face amount of the purchase price paid by such Investor for such Subordinated Note, and a Warrant to purchase a number of shares of Common Stock corresponding to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of such Subordinated 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 Securities at an Additional Closing, each Investor so receiving such Notes Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Subordinated Notes that may be issued at Closings hereunder shall in 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 Subordinated Notes and Warrants to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Subordinated Notes and Warrants to be delivered at a 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 dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Subordinated Secured Notes and Warrants to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingApril 1, 2012). At each Additional Closing, the Company shall deliver to each Investor purchasing Subordinated Secured Notes for cash at such closing a Subordinated Secured Note in the face amount of the purchase price paid by such Investor for such Subordinated Secured Note, and a Warrant to purchase a number of shares of Common Stock corresponding to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of such Subordinated Secured 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 Securities at an Additional Closing, each Investor so receiving such Notes Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Subordinated Secured Notes that may be issued at Closings hereunder shall in 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 Subordinated Secured Notes and Warrants to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Subordinated Secured Notes and Warrants to be delivered at a 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 dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingNovember 25, 2013). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing a Note certificate or certification representing such number of Shares as is in set forth opposite such Investor’s name on Schedule A under the face amount of the purchase price paid by such Investor for such Note, column entitled “Purchase Price” 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 Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share 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 cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a 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 dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingSeptember 16, 2013). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing a Note certificate or certification representing such number of Shares as is in set forth opposite such Investor’s name on Schedule A under the face amount of the purchase price paid by such Investor for such Note, column entitled “Purchase Price” 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 Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share 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 cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a 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 dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Subordinated Secured Notes and Warrants to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingApril 1, 2012). At each Additional Closing, the Company shall deliver to each Investor purchasing Subordinated Secured Notes for cash at such closing a Subordinated Secured Note in the face amount of the purchase price paid by such Investor for such Subordinated Secured 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 such Subordinated Secured 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 Securities at an Additional Closing, each Investor so receiving such Notes Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Subordinated Secured Notes that may be issued at Closings hereunder shall shall, when added to the aggregate principal amount of Subordinated Secured Notes issued to the October 2011 Investors, in 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 cash for the Subordinated Secured Notes and Warrants to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Subordinated Secured Notes and Warrants to be delivered at a 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 dateDate.

Additional Closings. The At any time during the 180 day period following the Initial Closing, subject to the approval of the Company’s Board of Directors (the “Board”), the Company shall have the right, on may sell in one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively and, together with the Initial Closing, the “Closings”, and individually, each a “Closing”) up to the balance of the Shares not sold at the Initial Closing (the “Additional Shares”) to one or more existing or new investors approved in writing by NuVasive, which approval shall not be unreasonably withheld (the “Additional Purchasers”). The Company shall not issue the Additional Shares or any warrants, rights or other agreements of any kind for the acquisition of the Additional Shares, other than pursuant to which it this Section 2.2. The sales made at any Additional Closing shall have be made on the right terms and conditions set forth in this Agreement; provided, however, that (a) the representations and warranties of the Company set forth in Section 3 hereof (subject to issue and sell additional Notes to additional Investors or existing Investors an updated Schedule of Exceptions (provided that no Additional Closings as defined in Section 3 below)) shall take place later than six (6) months after the Initial Closing). At each speak as of such Additional Closing, and (b) the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for 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 at an Additional Closing, each Investor receiving such Notes represents that its representations and warranties contained of Purchasers participating in any such Additional Closing set forth in Section 3 are true and correct 4 hereof shall speak as of the date of such Additional Closing. The aggregate amount Any shares of Notes that may be issued at Closings hereunder the Company’s Series B Preferred Stock sold pursuant to this Section 2.2 shall in 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 “Shares” for all purposes under this Agreement and any purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. The obligation Schedule of each Investor Purchasers to purchase and pay for this Agreement may be unilaterally amended by the Notes Company in connection with any Additional Closing to be delivered at a Closing is, unless waived by include any Additional Purchaser not listed thereon prior to any such InvestorAdditional Closing, subject to such Additional Purchaser’s execution and delivery of a counterpart signature page hereto and to the condition that the Company’s representations and warranties contained Related Agreements (as defined in Section 2 are true3.1), complete and correct to reflect the Shares sold at such Additional Closing. Each Additional Closing shall take place on and such date as of such Closing date. The obligation of is mutually agreed to by the Company to sell and issue Notes to be delivered at the Additional Purchasers participating in such Additional Closing (each such date, together with the Initial Closing Date, a “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 dateDate”).

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingApril 30, 2013). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing a Note certificate or certification representing such number of Shares as is in set forth opposite such Investor’s name on Schedule A under the face amount of the purchase price paid by such Investor for such Note, column entitled “Purchase Price” 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 Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share 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 cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a 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 dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”,” and, and collectively with the Initial Closing, the “Closings”, ,” and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after December 9, 2016, or upon the Initial Closingwithdrawal of this offering by the Board of Directors of the Company, whichever occurs sooner). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing additional closing, a Note certification in the face amount book-entry form representing such number of the purchase price paid by Shares as is set forth opposite such Investor for such Note, Investor’s name on Schedule A hereto 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 Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share 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 cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a 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 dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after February14, 2014 or upon the Initial Closingwithdrawal of this offering by the Board of Directors, whichever occurs sooner). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing a Note in certificate or certification representing such number of Shares as is set forth opposite such Investor’s name on Schedule A under the face amount of the purchase price paid by such Investor for such Note, column entitled “Purchase Price” 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 Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share 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 cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a 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 dateDate.

Additional Closings. The Company shall have At any time following the rightClosing, on the Issuer may sell such additional Securities as it deems appropriate in its sole discretion up to the aggregate amount of Securities referred to in the Recitals to any additional investor or investors (each, an “Additional Investor”) at one or more occasions, additional closing(s) pursuant to hold additional closings this Agreement that occur within 90 days of the Closing (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial Closing). At With respect to each Additional Closing, the Company shall deliver to Issuer, the Investors and each Additional Investor purchasing Notes for cash agree that: (i) the sale and purchase of Securities at such closing a Note Additional Closing shall be made 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 face amount of the purchase price paid Issuer, by such Investor for such Note, against receipt of a check subject to collection or a wire transfer in of immediately available funds of the purchase price, to an account designated in writing by the Company. By receiving a Note Issuer, the Purchase Price for the Shares and Warrant being purchased by such Additional Investor hereunder; (iii) at an such Additional Closing, the Issuer shall issue to each such Additional Investor receiving the Shares being purchased by the Additional Investor hereunder and shall deliver or cause to be delivered to such Notes represents that its Additional Investor a certificate or certificates representing such Shares and a Warrant duly registered in the name of such Additional Investor, as specified on such Additional Investor’s counterpart signature page hereto; (iv) the representations and warranties contained of the Issuer set forth in Section Article 3 are true and correct shall speak only as of the date Additional Closing and the Issuer shall be obligated to update any such representation or warranty, or any disclosure set forth in the Disclosure Schedule (as defined in Article 3) relating to such representation or warranty, based on events occurring following the Closing; and (v) the representations and warranties of the Additional Investor set forth in Article 4 shall speak as of such Additional Closing. The aggregate amount of Notes that In connection with the foregoing, notwithstanding anything to the contrary set forth herein, this Agreement may be issued at Closings hereunder amended by the Issuer without the consent of the Investors solely 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 in 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 “Investor” for all purposes under this Agreement. The obligation of each Investor to purchase and pay for the Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a 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.