Subject to the terms and conditions of this Agreement, during the Term Advance Draw Period, upon written request from Borrower, Lender will make a term loan ("Term Advance") to Borrower in an amount specified by Borrower in such written request but not to exceed $4,000,000, the proceeds of which shall be used solely for repurchasing outstanding capital stock of Borrower; provided that # all of the representations and warranties set forth in Section 3 are true and correct on the date of the Term Advance as though made at and as of each such date, and # no Default has occurred and is continuing, or would result from the Term Advance.

Advance Request. ​ shall submit an Advance Request in accordance with [Section 2.17(d)], provided that in no event shall ​ submit an Advance Request more than once in any thirty (30) day period (and, for the avoidance of doubt, each Advance Request shall contain a request for all items requested by ​ for such thirty (30) day period).

Interest Advance. A portion of the Loan specified in the Project Budget (the “Interest Advance”) has been reserved for payments of interest as it accrues and becomes due and payable on the Loan. The Interest Advance shall not be disbursed for any purpose other than the payment of interest on the Loan unless otherwise agreed to by ​ in its sole and absolute discretion. Subject to the provisions of [Section 2.20(b)], ​ shall advance portions of the Interest Advance directly to itself to satisfy obligations for the payment of interest under the Note from time to time as the same become due and payable.

Additional Advance. Section 3 of the First Amendment to Lease is deleted in its entirety and replaced with the following:

Signing Advance. Company shall pay a one-time lump sum Signing Advance of Sixty Thousand Dollars ($60,000.00), less ordinary payroll, taxes and other deductions, to be paid within two (2) weeks from the beginning of employment. In the event Employee breaches this Agreement, or is terminated for Cause during the first year of employment with Company, then Employee shall be obligated to reimburse a pro-rated portion of this Signing Advance to Company. Employee agrees and understands that said reimbursement may be deducted from his final wages, to the extent allowed by law.

Advance Funding. Unless the Administrative Agent shall have been notified by any Lender of a Class prior to the date of a Borrowing of such Class that such Lender does not intend to make available to the Administrative Agent its portion of the Class of Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made the same available to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a rate per annum equal to # if paid by such Lender, the overnight Federal Funds Effective Rate or # if paid by the Borrower, the then applicable rate of interest, calculated in accordance with [Section 2.09], for the respective Class of Loans (but without any requirement to pay any amounts in respect thereof pursuant to Section 3.02).

Conditions to Funding of Each Loan. Prior to the funding of each Loan, the following conditions with respect to such Loan shall have been satisfied by Borrower or waived by Agent and the ​:

Each U.S. Lender shall deliver to the ​ and the [[Administrative Agent:Organization]] on or before the date on which it becomes a party to this Agreement two properly completed and duly signed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

Each U.K. Lender which becomes a Party after the Closing Date (a “New U.K. Lender”) shall indicate in the relevant Assignment and Assumption or other agreement executed pursuant to the terms of this Agreement which it executes on becoming a Party as a U.K. Lender, and for the benefit of the Administrative Agent and without liability to any U.K. Borrower, which of the following categories it falls in: # not a U.K. Qualifying Lender; # a U.K. Qualifying Lender (other than a U.K. Treaty Lender); or # a U.K. Treaty Lender, and if the New U.K. Lender fails to indicate its status in accordance with this [Section 3.01(i)(ix)] then such New U.K. Lender shall be treated for the purposes of this Agreement (including by each U.K. Borrower) as if it is not a U.K. Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the relevant U.K. Borrower). For the avoidance of doubt, an Assignment and Assumption or any other such agreement pursuant to any Person becomes a Party shall not be invalidated by any failure of a Lender to comply with this [Section 3.01(i)(ix)].

The obligation of each Buyer hereunder to purchase its Common Shares, the Series A Warrants and the Series B Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: