Purchase Option Closing. On the date specified by Subordinated Creditor in the Purchase Notice, which shall not be less than ten (10) days after the receipt of the Purchase Notice by the Senior Lender (the “Pre-Closing Period”), Senior Secured Parties shall sell to Subordinated Creditor all of the Senior Debt (including any unfunded commitments). Notwithstanding anything in this Section 19 to the contrary, none of Senior Lender or the other Senior Secured Parties shall be precluded from # the exercise of any rights or remedies as a secured creditor or from seeking to obtain payment directly from any account debtor of any Obligor or the exercise of dominion and control over cash collateral, accounts, instruments, chattel paper, letters of credit, deposit accounts, securities accounts, payment intangibles and supporting obligations (as those terms are defined in the Uniform Commercial Code) with respect to any Senior Debt at any time (including during the Exercise Period or the Pre-Closing Period); provided that Senior Lender shall not, without the consent of the Subordinated Creditor, exercise any additional rights and remedies during the Pre-Closing Period other than any demand that account debtors remit such accounts directly to Senior Lender for application to the Senior Debt or the filing of motions and other documents in any Proceeding or the pursuing of other rights and remedies that, in the sole discretion of Senior Lender, are necessary to prevent the loss or impairment of such rights or the diminution of the value or collectability of the Senior Debt or Collateral for such debt during such Pre-Closing Period or # selling or otherwise disposing of the Senior Debt to any other person in accordance with the terms of the Senior Documents, provided that such third party agrees to be bound by this Agreement as to any sale occurring prior to the expiration of the Exercise Period. For the purposes of any Hedging Obligations or associated swaps or agreements, Senior Lender and the other Senior Secured Parties may deem the giving of any Purchase Notice as a Default or Event of Default under the Senior Documents, and any swaps or other agreements governing Hedging Obligations. If the Subordinated Creditor fails to close on its purchase on or before the date specified in the Purchase Notice and this Section 19, subject to the penultimate sentence of Section 19(a) above, all rights of the Subordinated Creditor under this Section 19 shall terminate.

The Option Closing shall take place upon the expiration of the applicable Notice Period. All transactions contemplated herein to occur on and as of the Option Closing shall be deemed to have occurred simultaneously and to be effective as of 12:01 a.m. New York City time on such date (the “Option Closing Date”).

Buyer shall pay the Exercise Price or Estimated Exercise Price, as applicable, and the Inventory Price to Seller by wire transfer of immediately available funds to a bank account designated by Seller in writing (such designation to be made at least two (2) Business Days prior to the Option Closing Date);

The Company may exercise the Purchase Option by delivering or mailing to the Participant (or the Participant’s estate), within 180 days after the termination of the Service of the Participant, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 180-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such180-day period.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, an aggregate stated value of $2,467,647 of Preferred Stock, as equity consideration pursuant to [Section 6.2] of the License Agreement and, in light of the differences between the Original Terms and the Series C Terms, in full satisfaction of all of the obligations of the Company and the Purchaser pursuant to [Section 6.2] thereunder. Upon satisfaction of the covenants and conditions set forth in [Sections 2.2 and 2.3], the Closing shall occur at the offices of the Company Counsel or such other location as the parties shall mutually agree. The shares of Preferred Stock will be issued in a private placement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and Rule 506 promulgated thereunder. Unless otherwise directed, on the Closing Date, the Company shall issue the Preferred Stock registered in the Purchaser‘s name and address in book entry form.

Closing. Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement (the “Sale Closing”) shall take place on the date hereof (the “Sale Closing Date”). The Closing shall take place at the offices of Katten Muchin Rosenman LLP, 525 West Monroe St., Chicago, Illinois 60661, or at such other place as the Parties may agree in writing. At the Sale Closing, # each Seller shall deliver and convey to the Company all of the Transferred Shares in the amounts set forth on Exhibit A hereto, including all of each Seller’s right, title and interest therein and thereto), together with such other documents or instruments of conveyance or transfer as may be necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Transferred Shares, free and clear of all Encumbrances, and # the Company shall pay the Payment Amount (as defined in Section 3) in the amounts set forth on Exhibit A hereto to each Seller.

Closing. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) will take place at the offices of Morrison & Foerster LLP, 250 W. 55th St., New York, NY 10019 at 10:00 a.m. prevailing Eastern Time or remotely upon the electronic exchange of signatures as soon as practicable after the date on which the conditions set forth in Article VII have been satisfied or waived but no later than three (3) days thereafter; or on such other date or place as Purchaser and Sellers may determine (the “Closing Date”).

Closing. The closing of the Exchange (the “Closing”) shall take place by facsimile, electronic imagine or similar service, at 10:00 a.m. Central Time on January 22, 2018, or on such other date or at such other time or place as the Parties agree in writing.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $10,000,000 of Shares and Warrants; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Series B Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designees. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in [Sections 2.2 and 2.3], the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day prior to the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Warrants) for purposes hereunder, provided that payment of the aggregate Exercise Price (as defined in the Warrants) (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) to be held two (2) business days after the Effective Date (the “Closing Date”), or such later date as agreed to by the parties in writing.