Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto, subject to the express terms of the Note. In connection with the funding of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 40,000 shares of its common stock (the “Returnable Shares”), as further provided in the Note. In connection with the issuance of the Note, the Company shall also issue a common stock purchase warrant for the purchase of 28,200 shares of the Company’s common stock (the “Warrant”) pursuant to the terms therein. The Warrant shall be deemed earned in full as of the Closing Date.

On the Closing Date, LDI will purchase from [[Parties:Organization]] and [[Parties:Organization]] will execute and deliver to LDI a Secured Promissory Note in the principal amount of One Million Three Hundred Fifty-Six Thousand, Seven Hundred Ninety-Eight Dollars ($1,356,798) in the form annexed hereto as Appendix A (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note”).

Purchase of Note. On the Closing Date (as defined below), the Company shall sell to the Buyer and the Buyer agrees to purchaser from the Company up to $75,000.00 of principal amount of the Note, upon assuming all of the Purchase Conditions (as defined below in [Section 1.d]) shall have been met, together with the conditions set forth in [Section 7] hereof.

Promissory Note. To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be made all or in part by delivering (on a form prescribed by the Company) a full-recourse promissory note.

Note Balance. To clarify the computation of the Principal Sum due to the Investor under the Note, immediately following the Investor's payment of $25,000 of Consideration on the Effective Date of the Note, the Principal Sum shall be equal to $25,000 divided by $225,000 and multiplied by $250,000, for a Principal Sum of $27,777. A one-time Interest Charge of 12% shall be applied to the Principal Sum such that the outstanding Principal Sum and Interest on the initial $25,000 payment of Consideration shall be $31,111.

Promissory Note. The Companies shall execute a promissory note in the form consistent with such recently issued notes.

Concurrent Closing under the Note Purchase Agreements. All conditions to closing under the Note Purchase Agreements have been satisfied or otherwise waived by the competent party thereunder and the closings under the applicable Note Purchase Agreements and the Closing hereunder shall concurrently take place.

Purchase. The purchase and sale of the Shares under this Agreement shall occur at the time of execution of this Agreement by the parties or on such other date as Company and Investor shall agree (the "Purchase Date").

“New Money DIP Notes Documents” means the New Money DIP Note Purchase Agreement and the “Note Purchase Documents” as defined in the New Money DIP Note Purchase Agreement, as such Note Purchase Documents are amended, modified, supplemented or restated from time to time.

Senior Note Indentures. Neither the Company nor any Subsidiary shall be a party to any Senior Note Indenture that contains a restriction on the creation of Liens, or a requirement of equal and ratable sharing of Liens, if any, that is more restrictive than the analogous provision of the 1998 Senior Note Indenture, the 2007 Convertible Note Indenture, the 2012 Convertible Note Indenture or the 2017 Convertible Note Indenture.