Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as [Schedule 1]. The Placement Notice shall originate from any of the individuals from the Company set forth on [Schedule 3] (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on [Schedule 3], as such [Schedule 3] may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until # the Agent declines to accept the terms contained therein for any reason, in its sole discretion, # the entire amount of the Placement Shares thereunder has been sold, # the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or # this Agreement has been terminated under the provisions of [Section 13]. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in [Schedule 2]. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of [Sections 2 or 3]3] of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

private placements of:

RESTRICTION ON SUBSEQUENT PLACEMENTS.

10.20Designation of Loans Under Private Placements.

For all Investors, please state whether you have participated in other private placements before:

o Crisis Management. Development of multiple mediums of advertising equivalency in public relations / media placements.

Form and Term of Placement: one or more placements during the course of the year ​.

“Interest Expense” shall mean all interest payable by TCC and its Subsidiaries (including interest owed to institutional lenders and as a result of private placements).

If, for any reason, whether in violation of this [Section 7.01] or upon consent of the Required Lenders in their discretion, any Lien shall secure any of the Private Placements, then the Obligations shall be equally and ratably secured by all property subject to such Lien, in each case pursuant to documentation reasonably satisfactory to the Administrative Agent.

Indebtedness which in the aggregate for all Subsidiaries of the Company at any one time does not exceed ​;