Common use of Additional Closings Clause in Contracts

Additional Closings. Following the Initial Closing, the Company may sell Notes, and the Purchasers may purchase Notes, at two additional closings of $10,000,000 aggregate principal amount of Notes at each such additional closing (each an “Additional Closing” and together, the “Additional Closings,” and together with the Initial Closing, the BMS Closing, and any Optional Closings (as defined below), the “Closings,” and each, a “Closing”) remotely via the exchange of documents and signatures on such dates occurring on or before December 31, 2022, as the Company, following approval by the Board of Directors to move forward with such Additional Closing, shall request in a written notice (the ‘‘Company Closing Notice”) to be delivered to the Purchasers at least ten (10) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan (the “Requisite Closing Notice”). The Additional Closing shall take place at the date and time specified in the Company Closing Notice. At each Additional Closing, each Purchaser shall purchase a Note, in the aggregate principal amount set forth opposite its name on the Schedule of Purchasers in the column titled “Additional Closing 1 Notes ($)” or “Additional Closing 2 Notes ($)”, as applicable, being issued to such Purchaser as such Additional Closing; provided that the aggregate principal amount of all of the Notes issued at the Initial Closing, any Additional Closings, the BMS Closing and any Optional Closings shall not exceed the Aggregate Committed Note Amount.

Additional Closings. Following The Company shall have the Initial Closingright, the Company may sell Noteson one or more occasions, and the Purchasers may purchase Notes, at two to hold additional closings of $10,000,000 aggregate principal amount of Notes at each such additional closing (each each, an “Additional Closing” ”, and together, the “Additional Closings,” and together collectively with the Initial Closing, the BMS Closing“Closings”, and any Optional Closings (as defined below), the “Closings,” and eachindividually, a “Closing”) remotely via ), pursuant to which it shall have the right to issue and sell additional Notes and Warrants to additional Investors or existing Investors and to exchange of documents Existing Notes and signatures on such dates occurring on or before December 31, 2022, as the Company, following approval by the Board of Directors to move forward with such Additional Closing, shall request in a written notice Warrants (the ‘‘Company Closing Notice”) to be delivered to the Purchasers at least ten (10) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an no Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan (the “Requisite Closing Notice”). The Additional Closing Closings shall take place at the date and time specified in the Company Closing Noticelater than January 31, 2011). At each Additional Closing, the Company shall deliver to each Purchaser shall 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, 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 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. At each Additional Closing, the Company shall deliver to each Investor exchanging Securities for Existing Notes and Existing Warrants at such closing a Note in the aggregate face amount corresponding to the principal amount set forth opposite its name on the Schedule of Purchasers in the column titled “Additional Closing 1 Notes ($)” or “Additional Closing 2 Notes ($)”, as applicable, being issued plus accrued and unpaid interest with respect to such Purchaser Existing Notes, 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 new Note, against receipt of the certificate(s) representing the Existing Notes and Existing Warrants subject to such Exchange. By receiving Securities at an Additional Closing, each Investor so receiving Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing; provided that the . The aggregate principal amount of all of the Notes that may be issued at Closings hereunder shall in no event exceed the Initial Closing, any Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, the BMS Closing and any Optional Closings which shall not exceed be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Aggregate Committed Note AmountNotes 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 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 Closing Date.

Additional Closings. Following From time to time until the Initial ClosingFirst Anniversary, the Company may agrees to sell Notesand each Purchaser, severally and not jointly, agrees to purchase, subject to the Purchasers may purchase Notessatisfaction or waiver of the conditions set forth in Sections 2.3(c) and (d) of this Agreement (other than those conditions that by their nature are to be satisfied at such Additional Closing, at two but subject to satisfaction or waiver thereof), such Purchaser’s share of additional closings of $10,000,000 Subordinated Notes (each such purchase, an “Additional Purchase”) up to an aggregate principal amount of $100,000,000 in one or more tranches of principal amounts not less than $25,000,000 each and in the same proportion as such Purchaser purchased the Subordinated Notes pursuant to the Initial Closing (such amount, such Purchaser’s “Additional Principal Amount”) at each such additional closing one or more closings (each an “Additional Closing” and togetherand, the “Additional Closings,” and together with the Initial Closing, each a “Closing”) to take place at 10:00 a.m. (Eastern time) on the BMS Closing, and any Optional Closings date specified in the applicable Purchase Notice (as defined below), . The date on which an Additional Closing occurs is referred to herein as an “Additional Closing Date.” The Company shall make an election with respect to an Additional Purchase by written notice to the “Closings,” and Purchasers (each, a “Closing”) remotely via the exchange of documents and signatures on such dates occurring on or before December 31, 2022, as the Company, following approval by the Board of Directors to move forward with such Additional Closing, shall request in a written notice (the ‘‘Company Closing Notice”) to be delivered to the Purchasers at least ten (10) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan (the “Requisite Closing Purchase Notice”). Each Purchase Notice shall specify the amount of Subordinated Notes to be purchased and the Additional Closing Date for such Additional Purchase. The Additional Closing Date related to the Additional Purchase set forth in a Purchase Notice shall take place at be not less than five Business Days and not more than 20 Business Days after the date of such Purchase Notice, and time specified in no event shall any Additional Closing Date be after the First Anniversary. The Company Closing Notice. At each Additional Closing, and each Purchaser shall purchase a Note, in deliver the aggregate principal amount other items set forth opposite its name on the Schedule of Purchasers in the column titled “Additional Closing 1 Notes ($)” or “Additional Closing 2 Notes ($)”, as applicable, being issued to such Purchaser as Section 2.2(b) deliverable at such Additional Closing; provided that the aggregate principal amount of all of the Notes issued . Each Additional Closing shall occur at the Initial Closing, any Additional Closings, offices of Company Counsel or such other location as the BMS Closing and any Optional Closings parties shall not exceed the Aggregate Committed Note Amountmutually agree.

Additional Closings. Following After the Initial Closing, the Company may sell Notessell, from time to time pursuant to this Agreement, additional Units (the “Additional Units”), to one or more of the Initial Buyers and one or more additional purchasers (each an “Additional Buyer”); provided that each Additional Buyer shall become a party to the Purchasers may purchase Notes, at two additional closings Transaction Documents (as defined below) by executing and delivering a counterpart signature page to each of $10,000,000 aggregate principal amount of Notes at the Transaction Documents. At each such additional closing subsequent purchase and sale of Units (if any) (each an “Additional Closing” and together, the “Additional Closings,” and together with the Initial Closing, the BMS Closing, and any Optional Closings (as defined below”), subject to the “Closings,” satisfaction (or waiver) of the conditions set forth in Sections 5 and each, a “Closing”) remotely via the exchange of documents and signatures on such dates occurring on or before December 31, 2022, as the Company, following approval by the Board of Directors 6 below that are applicable to move forward with such Additional Closing, the Company shall request in a written notice (the ‘‘Company Closing Notice”) issue and sell to be delivered to the Purchasers any Initial Buyer purchasing Units at least ten (10) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an such Additional Closing until the Requisite Purchasers (as defined herein) have confirmedand any Additional Buyer, in writing, that (i) and any such Initial Buyer and any Additional Buyer shall purchase from the Company has not experienced a Material Adverse Effect (that number of Units as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan (the “Requisite Closing Notice”). The Additional Closing shall take place at the date and time specified in mutually agreed to by the Company Closing Noticeand such Initial Buyer or Additional Buyer. At each Upon any such purchase and sale at an Additional Closing, the Company shall update Schedule 1 to reflect the number of additional Units purchased at each Purchaser such Additional Closing and any Additional Buyer. Each of the Initial Closing and any Additional Closing(s) are sometimes referred to herein individually as a Closing. The date on which any Additional Closing actually occurs shall purchase a Note, in the aggregate principal amount set forth opposite its name on the Schedule of Purchasers in the column titled be referred to as an “Additional Closing 1 Notes ($)Date” or “Additional Closing 2 Notes ($)”, as applicable, being issued with respect to such Purchaser as such Additional Closing; provided that . The Initial Closing Date and each Additional Closing Date are sometimes referred to herein individually as a “Closing Date,” which term shall refer to the aggregate principal amount applicable Initial Closing or Additional Closing. For the avoidance of all of doubt, nothing herein shall be deemed to restrain or prohibit the Notes issued at the Initial Closing, any Additional Closings, the BMS Closing and any Optional Closings shall not exceed the Aggregate Committed Note AmountCompany from offering or selling securities pursuant to other contracts or agreements.

Additional Closings. Following On the Initial Closingterms and subject to the satisfaction or waiver of the conditions to any Additional Closing set forth in this Agreement, each closing of the issuance, sale and purchase of the Delayed Draw Shares and, if any, the Company may sell NotesTop Up Shares to be issued at such Additional Closing (each, and the Purchasers may purchase Notes, at two additional closings of $10,000,000 aggregate principal amount of Notes at each such additional closing (each an “Additional Closing” and togetherand, collectively, the “Additional Closings,” and together with the Initial Closing, the BMS Closing, and any Optional Closings (as defined below), the “Closings,” and each, a “Closing”) shall take place remotely via the exchange of final documents and signatures signature pages, on such dates occurring on the later of (i) the third (3rd) Business Day after all of the applicable conditions set forth in Article V have been satisfied or before December 31, 2022, as the Company, following approval waived (other than those conditions that by the Board of Directors their nature are to move forward with be satisfied at such Additional Closing, shall request in a written notice (the ‘‘Company Closing Notice”) to be delivered but subject to the Purchasers satisfaction or waiver of those conditions at least ten (10such time) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan tenth (10th) Business Day after which the Company provides written notice to the Purchaser that the Company is exercising its option to sell Delayed Draw Shares pursuant to Section 1.1(c) and the number of Delayed Draw Shares the Company intends to sell in such Additional Closing (such written notice an “Requisite Closing Exercise Notice”), or such other time and place as the Company and the Purchaser may agree. The An “Additional Closing shall take place at the Date” means each such date and time specified on which an Additional Closing is to occur. Exercise Notices in respect of an Additional Closing may only be delivered by the Company Closing Noticeto the Purchaser on or prior to the Exercise Expiration Date and may not be revoked without the written consent of the Purchaser. At each an Additional Closing, each upon receipt by the Company of payment of the full purchase price to be paid at the Additional Closing therefor by or on behalf of such Purchaser shall purchase a Noteto the Company by wire transfer of immediately available funds to an account designated in writing by the Company, the Company will deliver to the Purchaser evidence reasonably satisfactory to the Purchaser of the issuance of the Delayed Draw Shares and, if any, the Top Up Shares, to be issued in connection with such Additional Closing in the aggregate principal amount set forth opposite its name of the Purchaser in book entry form on the Schedule of Purchasers in the column titled “Additional Closing 1 Notes ($)” or “Additional Closing 2 Notes ($)”, as applicable, being issued to such Purchaser as such Additional Closing; provided that the aggregate principal amount of all books of the Notes issued at the Initial Closing, any Additional Closings, the BMS Closing and any Optional Closings shall not exceed the Aggregate Committed Note AmountCompany’s transfer agent.

Additional Closings. Following Within 60 days following the Initial Closing, the Company may sell Notesoffer Additional Closing Securities to any other Persons as may be approved by the Company (the “Other Investors”). Any Other Investor who commits to purchase Additional Closing Securities shall execute an Additional Purchaser signature page to this Agreement, in substantially the form attached hereto as Exhibit E, and shall thereafter be bound to this Agreement as an Additional Purchaser, and Annex II attached hereto shall be updated to include the Purchasers may purchase Notes, at two additional closings of $10,000,000 aggregate principal amount of Notes Additional Closing Securities that each Additional Purchaser has committed to purchasing. The purchase and sale of the Additional Closing Securities to the Additional Purchasers shall take place at each such additional closing one or more closings (each an “Additional Closing” and togetherand, the “Additional Closings,” and together with the Initial Closing, the BMS Closing, and any Optional Closings (as defined below), the “Closings,” and each, a “Closing”) remotely via to be held on the exchange of documents date and signatures on at such dates occurring on or before December 31, 2022, location as the Company, following approval by Company and the Board Purchasers of Directors a majority in principal amount of the Additional Notes to move forward with be issued at such Additional Closing shall mutually agree (the date of each such Additional Closing, shall request in a written notice (the ‘‘Company Closing Notice”) to be delivered to the Purchasers at least ten (10) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an “Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan (the “Requisite Closing NoticeDate”). The Additional Closing shall take place at the date and time specified in the Company Closing Notice. At each Additional Closing, the Company shall deliver to each Additional Purchaser purchasing Additional Closing Securities at such Additional Closing, an Additional Note and Additional Warrant, each registered in such name or names as each such Additional Purchaser may designate. On each Additional Closing Date, each Additional Purchaser purchasing Additional Closing Securities at such Additional Closing shall pay to the Company an amount equal to the purchase a Note, in the aggregate principal amount price set forth opposite its such Additional Purchaser’s name on the Schedule of Purchasers in the column titled “Annex II with respect to such Additional Closing 1 Notes ($payable by wire transfer in same day funds to an account specified by the Company in writing)” or “Additional Closing 2 Notes ($)”, as applicable, being issued to such Purchaser as such Additional Closing; provided that the aggregate principal amount of all of the Notes issued at the Initial Closing, any Additional Closings, the BMS Closing and any Optional Closings shall not exceed the Aggregate Committed Note Amount.

Additional Closings. Following Additional sales of up to the maximum number of Shares authorized in this offering and not sold in the Initial Closing or the Initial Cash Closing may be made by the Company to Additional Purchasers at one or more closings (each, an "Additional Closing"), up to ninety (90) days after the Initial Closing Date. Each Additional Closing, the Initial Closing, the Company may sell Notes, and the Purchasers may purchase Notes, at two additional closings Initial Cash Closing are collectively referred to as the "Closings" and the date of $10,000,000 aggregate principal amount of Notes at each such additional closing (each an “Additional Closing” and together, the “Additional Closings,” and together with the Initial Closing, and the BMS Closing, and any Optional Closings (as defined below), the “Closings,” and each, a “Closing”) remotely via the exchange of documents and signatures on such dates occurring on or before December 31, 2022, Initial Cash Closing are collectively referred to as the Company, following approval by the Board of Directors to move forward with such Additional Closing, shall request in a written notice (the ‘‘Company "Closing Notice”) to be delivered to the Purchasers at least ten (10) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan (the “Requisite Closing Notice”). The Additional Closing shall take place at the date and time specified in the Company Closing Notice. Dates." At each Additional Closing, (a) each Additional Purchaser purchasing Shares at such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall purchase become a Note"Purchaser" hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the "Revised Exhibits"). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in the aggregate principal amount set forth opposite its name on the Schedule whole or in part, by cancellation of Purchasers in the column titled “Additional Closing 1 Notes ($)” or “Additional Closing 2 Notes ($)”indebtedness, as applicable, being issued to then such Purchaser as shall surrender to the Company for cancellation at such Additional Closing; provided that Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the aggregate principal amount of all of the Notes issued at the Initial Closing, any Additional Closings, the BMS Closing and any Optional Closings shall not exceed the Aggregate Committed Note AmountCompany.

Additional Closings. Following Additional sales of Notes and Warrants not sold at the Initial Closing, Closing may be made by the Company may sell Notesto the Additional Purchasers, if any, at one or more closings (each, an "Additional Closing"), until October 1, 2005, unless extended upon agreement of the Company and the Purchasers may purchase Notes, at two additional closings of $10,000,000 aggregate principal amount of Notes at each such additional closing (each an “Purchasers. Each Additional Closing” Closing and together, the “Additional Closings,” and together with the Initial Closing, the BMS Closing, and any Optional Closings (as defined below), the “Closings,” and each, a “Closing”) remotely via the exchange of documents and signatures on such dates occurring on or before December 31, 2022, Closing are collectively referred to as the Company, following approval by the Board of Directors to move forward with such Additional Closing, shall request in a written notice (the ‘‘Company Closing Notice”) to be delivered to the Purchasers at least ten (10) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since "Closings" and the date of the last each Additional Closing and (ii) there has been no material deviation from the Operating Plan (Initial Closing are collectively referred to as the “Requisite "Closing Notice”). The Additional Closing shall take place at the date and time specified in the Company Closing Notice. Dates." At each Additional Closing, (i) each Additional Purchaser purchasing Notes and Warrants at such Additional Closing shall execute and deliver a Financing Signature Page, and upon acceptance by the Company of such Financing Signature Page, such Additional Purchaser shall purchase become a Note"Purchaser" hereunder, in (ii) the aggregate principal amount set forth opposite its name on the Schedule of Purchasers in the column titled “Company shall issue and deliver to each Additional Purchaser who purchases a Note and Warrant at such Additional Closing 1 Notes ($)” or “Additional Closing 2 Notes ($)”, as applicable, being issued to such Purchaser as such Additional Closing; provided that certificates representing the aggregate principal amount of all of the Notes issued and Warrants being purchased and at such Additional Closing by such Additional Purchaser against payment to the Initial Company of an amount equal to the principal amount for the Note being purchased by such Additional Purchaser, and (iii) the Company shall cause EXHIBIT A hereto to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the "Revised Exhibit"). The Purchase Price shall be paid directly to the Company, by wire transfer of immediately available funds. The Company shall deliver the Revised Exhibit to each Purchaser, within a reasonable time period following each Additional Closing, any Additional Closings, the BMS Closing and any Optional Closings shall not exceed the Aggregate Committed Note Amount.

Additional Closings. Following Additional sales of up to the maximum number of Shares authorized in this offering and not sold in the Initial Closing or the Initial Cash Closing may be made by the Company to Additional Purchasers at one or more closings (each, an “Additional Closing”), up to ninety (90) days after the Initial Closing Date. Each Additional Closing, the Initial Closing, the Company may sell Notes, and the Purchasers may purchase Notes, at two additional closings Initial Cash Closing are collectively referred to as the “Closings” and the date of $10,000,000 aggregate principal amount of Notes at each such additional closing (each an “Additional Closing” and together, the “Additional Closings,” and together with the Initial Closing, and the BMS Closing, and any Optional Closings (Initial Cash Closing are collectively referred to as defined below), the “Closings,Closing Dates.” and each, a “Closing”) remotely via the exchange of documents and signatures on such dates occurring on or before December 31, 2022, as the Company, following approval by the Board of Directors to move forward with such Additional Closing, shall request in a written notice (the ‘‘Company Closing Notice”) to be delivered to the Purchasers at least ten (10) Business Days prior to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors may not elect to move forward with an Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan (the “Requisite Closing Notice”). The Additional Closing shall take place at the date and time specified in the Company Closing Notice. At each Additional Closing, (a) each Additional Purchaser purchasing Shares at such Additional Closing shall execute and deliver a copy of this Agreement, and upon acceptance by the Company of such subscription such Additional Purchaser shall purchase become a Note“Purchaser” hereunder, (b) the Company shall issue and deliver to each Additional Purchaser who purchases Shares at such Additional Closing a certificate for the number of Shares being purchased at such Additional Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price for the number of Shares being purchased by such Additional Purchaser, and (c) the Company shall cause Exhibit A hereto and Exhibit A to each of the Ancillary Agreements (as defined in Section 3.1) to be amended to include each Additional Purchaser and all corresponding information specified in each such Exhibit (the “Revised Exhibits”). The Purchase Price shall be paid by wire transfer of immediately available funds, cancellation of indebtedness or other method acceptable to the Company. In the event that payment by a Purchaser is made, in the aggregate principal amount set forth opposite its name on the Schedule whole or in part, by cancellation of Purchasers in the column titled “Additional Closing 1 Notes ($)” or “Additional Closing 2 Notes ($)”indebtedness, as applicable, being issued to then such Purchaser as shall surrender to the Company for cancellation at such Additional Closing; provided that Closing any evidence of such indebtedness or shall execute an instrument of cancellation, settlement and release in form and substance acceptable to the aggregate principal amount of all of the Notes issued at the Initial Closing, any Additional Closings, the BMS Closing and any Optional Closings shall not exceed the Aggregate Committed Note AmountCompany.

Additional Closings. Following Subject to the Initial terms and conditions set forth herein, from and after the Second A&R Date until the Maximum Amount is committed and funded, at any subsequent Closing (each a “Subsequent Closing”), Issuers may sell additional Notes to (i) Purchasers already party to this Agreement (at the time determined, the “Existing Purchasers”), and/or (ii) new Purchasers (the “New Purchasers”), in exchange in each case for Consideration paid by such Purchasers consisting of new cash proceeds funded into the FF Disbursement Account. Each Subsequent Closing shall be held at such place and time as determined by Issuer Representative and such Purchasers by electronic means of document execution and delivery. At each Subsequent Closing, the Company may sell (i) New Purchasers shall execute and deliver a counterpart of this Agreement to purchase Notes, (ii) each such Existing Purchaser and/or New Purchaser shall deliver its portion of the Consideration by wire transfer to the FF Disbursement Account, or to such account(s) as designated by Issuer Representative, (iii) Issuer Representative shall deliver to each such Purchaser a Note in the amount equal to the amount of its Consideration; provided that after the Second A&R Date, a First Out Note may only be issued to the BL FF First Out Purchasers or, subject to Section 2.1.1(d), the FF Ventures First Out Purchasers and (iv) Issuer Representative shall supplement the Schedule of Purchasers, by adding such New Purchasers and to reflect any additional purchases by Existing Purchasers, and reflecting whether the Note being issued is a First Out Note or a Last Out Note. On any Subsequent Closing Date, such New Purchaser, to the extent not already a Purchaser, shall be a “Purchaser” hereunder and a party hereto, entitled to the rights and benefits, and subject to the duties, representations and warranties of a Purchaser under this Agreement. Notes sold at Subsequent Closings occurring after the Second A&R Date shall only be funded with new cash proceeds and the date of issuance of the Notes shall be the date of such Subsequent Closing. Notes issued to Purchasers at a Subsequent Closing occurring after the Second A&R Date for Consideration consisting of new cash proceeds shall constitute either (i) Last Out Obligations (or any more junior priority as agreed by such Purchaser), which shall be subordinated in payment and priority to the First Out Obligations in accordance with the terms hereunder or (ii) solely with respect to First Out Notes issued to BL FF First Out Purchasers or FF Ventures First Out Purchasers, First Out Obligations subject to Section 2.1.1(d). Notwithstanding anything to the contrary set forth herein or in any other Note Document, the only conditions that shall be required to be satisfied for the effectiveness of any Subsequent Closing after the Second A&R Date (and any fundings of Notes that shall occur in connection therewith) shall be those conditions agreed to by the Issuer Representative and the Purchasers may purchase Notes, at two additional closings of $10,000,000 aggregate principal amount of that are purchasing Notes at each such additional closing (each an “Additional Closing” and together, the “Additional Closings,” and together with the Initial Closing, the BMS Closing, and any Optional Closings (as defined below), the “Closings,” and each, a “Closing”) remotely via the exchange of documents and signatures on such dates occurring on or before December 31, 2022, as the Company, following approval by the Board of Directors to move forward in connection with such Additional Subsequent Closing, shall request in a written notice (the ‘‘Company Closing Notice”) to be delivered to . The Obligors and the Purchasers at least ten (10) Business Days prior of new Notes may, without the consent of any other Purchaser, effect such amendments to the proposed date of the Additional Closing; provided that notwithstanding the foregoing, the Board of Directors any Note Documents as may not elect to move forward with an Additional Closing until the Requisite Purchasers (as defined herein) have confirmed, in writing, that (i) the Company has not experienced a Material Adverse Effect (as defined herein) since the date of the last Closing and (ii) there has been no material deviation from the Operating Plan (the “Requisite Closing Notice”). The Additional Closing shall take place at the date and time specified in the Company Closing Notice. At each Additional Closing, each Purchaser shall purchase a Notebe necessary or appropriate, in the aggregate principal amount set forth opposite its name on opinion of the Schedule of Purchasers in the column titled “Additional Closing 1 Notes ($)” or “Additional Closing 2 Notes ($)”, as applicable, being issued to Issuer Representative and such Purchaser as such Additional Closing; provided that and, solely with respect to new First Out Notes, with the aggregate principal amount of all consent of the Notes issued at Majority Purchasers, to effect the Initial Closing, any Additional Closings, the BMS Closing and any Optional Closings shall not exceed the Aggregate Committed Note Amountprovisions of this Section 2.1.1(c).