Common use of Additional Investment Right Clause in Contracts

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th9 th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warrantieswarrants, covenants, indemnities and conditions set forth herein shall be included and incorporated with 11 SPA – PRLX, T1, 2019-02-27 respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Additional Investment Right. Purchaser Notwithstanding Section 2.1(a), for so long as the Notes or the Warrants are outstanding, the Buyers shall have the right (the “Additional Investment Right”), exercisable at any time and from time to time, as beginning after the six (6) month anniversary of the date hereof, and until such date when the Note is no longer outstandingClosing Date, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to an aggregate of $12,500,000 of additional Notes and Warrants (the “Additional Notes” and “Additional Warrants,” respectively), provided that any Additional Investment Right may only be exercised in a principal amount equal to the minimum amount of the Note purchased hereunder (each a “Subsequent Note” $100,000 of Additional Notes and collectively the “Subsequent Notes”) on Additional Warrants. The Additional Notes and Additional Warrants shall have the same terms as the Notes and conditions as applicable Warrants, except that the conversion price of the Additional Notes and the exercise price of the Additional Warrants shall each be equal to 95% of the VWAP of the five (5) lowest trading prices during the ten (10) Trading Days prior to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”)such Buyer exercises its Additional Investment Right. For Purchaser a Buyer to exercise such Subsequent Note Purchase rightAdditional Investment Right, Purchaser Xxxxx shall deliver written notice, notice to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing “AIR Exercise Notice”), stating its election to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note Investment Right, and the specific dollar amount with respect to the Additional Notes and Additional Warrants to be purchased by such Purchaser Buyer (“Subsequent Note Amount”). Within two (2) and business days of its receipt of the AIR Exercise Notice, the Company shall notify the Buyer of the date on which such purchase and sale shall occur (each such closing, the “AIR Subsequent Note Closing”), which . The AIR Subsequent Note Closing shall occur within five no later than two (52) business days (each such date, the “AIR Subsequent Closing Date”) following such notice receipt by such Purchaser, or such other date the Company of the AIR Exercise Notice unless otherwise mutually agreed upon by the Purchaser Buyer and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any the AIR Subsequent Note Closing(s)Closing Date, (i) the Company shall deliver or cause to be delivered to each such exercising Buyer the items specified in Section 2.2(a)(i)(3) through (8), with references to “Note” and “Warrants” deemed to be references to “Additional Notes” and “Additional Warrants,” respectively and (ii) each such Buyer shall deliver to the Company the Subscription Amount for the applicable Subsequent Amount by wire transfer to the account specified in writing by the Company, which Subscription Amount shall equal to the product of (i) 0.9 and (ii) the aggregate principal amount of Additional Notes to be purchased in such AIR Subsequent Closing. The obligations of the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement Buyer in connection with respect such AIR Subsequent Closing are subject to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall in Section 2.3, as applicable, with references to the “Closing Date” deemed to be included and incorporated with respect references to such Note Purchase, mutatis mutandis. Purchaser may assign its “AIR Subsequent Note Purchase right hereunder to any affiliate Closing Date” for purposes of such Purchaserthis Section.

Additional Investment Right. (a) On or prior to the date which is one year following the Closing Date, upon the terms and subject to the conditions set forth in this Section 2.4, each Purchaser shall have the right to purchase at any time and from time to time, as time up to such Purchaser’s Pro Rata Share of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a $1,200,000 in aggregate principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) Debentures, on the same terms and conditions as applicable to the purchase and sale of the Note purchased Debentures on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, Closing Date (each a “Subsequent Note AIR Purchase” and collectively “Subsequent Note Purchases”). For , on or prior to the tenth (10th) Business Day following delivery of a written notice (“AIR Notice”) from such Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase rightits purchase or sale rights under this Section 2.4, which notice AIR Notice shall specify the aggregate principal amount of the Additional Note Debentures to be purchased by such Purchaser (“Subsequent Note AIR Amount”) and the date (“AIR Closing Date”) on which such purchase and sale shall occur within such 10-Business Day period (“Subsequent Note AIR Closing”), which Subsequent Note Closing shall occur within five . Any Purchaser may transfer its rights under this paragraph to any other Purchaser or any affiliate of a Purchaser. (5b) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note AIR Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note Debentures on the date hereofClosing Date, including without limitation each Subsequent Note (i) the original Principal Amount of Debentures purchased shall equal 120% of the Subscription Amount, (ii) the Debentures will be in the form of the Note issued Exhibit A attached hereto, provided except that the Maturity Date thereunder Fixed Price (as defined in the Debentures) shall be on ninth $1.00 and the Floor Price (9thas defined in the Debentures) month from shall be $0.70 (each of which figures hereunder shall be adjusted in the Subsequent Note’s issue date. Furtheridentical manner as Section 5 of the Debentures in the event that prior to any AIR Closing there is any adjustment to the Conversion Price under the Debentures (or there would have been an adjustment if such Debentures remained outstanding), if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then and (iii) each Purchaser purchasing Debentures in an AIR Purchase shall receive a warrant Warrants, in the form of Exhibit B attached hereto, to purchase a number of shares of Common Stock equal to 100% of the Principal Amount of Debentures purchased in the AIR Purchase divided by the Fixed Price (as adjusted), with an exercise price identical to the same form and substance Fixed Price (as the warrant issued pursuant to this Agreement (“Subsequent Warrant”adjusted), provided that (A) the Original Issue Date under the new Debentures, and the Issue Date under the new Warrants, shall be the AIR Closing Date, (B) the Maturity Date under the new Debentures shall be one year following the AIR Closing Date, and (C) the Termination Date of the Additional new Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. AIR Closing Date. (c) On or prior to any Subsequent Note Closing(s)AIR Closing Date, the Company and the Purchaser shall, upon Purchaser’s request, Purchaser(s) participating in such AIR Closing shall execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) AIR Purchase and the AIR Closing in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”)Agreement, mutatis mutandis, and all the representations, warrantieswarrants, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note AIR Purchase, mutatis mutandis, except that this Section 2.4 shall be excluded. Without limiting the foregoing, the Company shall execute and deliver new or additional transaction documents and cause a new legal opinion to be delivered to the Purchasers participating in such AIR Purchase. (d) Each Purchaser may assign exercise its Subsequent Note right to effect an AIR Purchase right hereunder at any time and from time to time in whole or in part separate and independent from any affiliate other Purchaser and without affecting the rights of any other Purchaser to effect an AIR Purchase, and any such PurchaserAIR Purchase shall only apply with respect to such Purchaser(s) delivering an AIR Notice to the Company. (e) The Company shall publicly disclose the material terms of any AIR Notice promptly following receipt thereof.

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other such.other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis Mutai’s mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.. Securities Purchase Agreement – OPVS, T4, 2019-11-06

Additional Investment Right. Purchaser shall have Holder will give notice of its decision to exercise its right to convert the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory noteSeries A Preferred Stock, or additional convertible promissory notes, from the Company for up part thereof by telecopying an executed and completed Notice of Conversion (a form of which is annexed as Exhibit A to a principal amount equal this Certificate of Designation) to the amount of Corporation via confirmed telecopier transmission. The Holder will not be required to surrender the Note purchased hereunder (Series A Preferred Stock certificate until in each a “Subsequent Note” and collectively case the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”)Series A Preferred Stock has been fully converted. For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the Each date on which a Notice of Conversion is telecopied to the Corporation in accordance with the provisions hereof shall be deemed a Conversion Date. The Corporation will itself or cause the Corporation’s transfer agent to transmit the Corporation’s Common Stock certificates representing the Common Stock issuable upon conversion of the Series A Preferred Stock to the Holder via express courier for receipt by such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur Holder within five (5) business days following such notice by such Purchaser, or such other date mutually agreed upon after receipt by the Purchaser and CompanyCorporation of the Notice of Conversion (the “Delivery Date”). The terms and conditions In the event the Common Stock is electronically transferable, then delivery of any Subsequent Note Purchase shall the Common Stock must be identical made by electronic transfer provided request for such electronic transfer has been made by the Holder. A Series A Preferred Stock certificate representing the balance of the Series A Preferred Stock not so converted will be provided by the Corporation to the terms Holder if requested by Holder, provided the Holder has delivered the original Series A Preferred Stock certificate to the Corporation. To the extent that a Holder elects not to surrender Series A Preferred Stock for reissuance upon partial payment or conversion, the Holder hereby indemnifies the Corporation against any and conditions all loss or damage attributable to a third-party claim in an amount in excess of the actual amount of the Series A Stated Value then owned by the Holder. In the case of the exercise of the conversion rights set forth in this Agreement applicable paragraph D(a) the conversion privilege shall be deemed to have been exercised and the sale shares of Common Stock issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Corporation of the Note Notice of Conversion. The person or entity entitled to receive Common Stock issuable upon such conversion shall, on the date hereofsuch conversion privilege is deemed to have been exercised and thereafter, including without limitation each Subsequent Note will be in treated for all purposes as the form recordholder of such Common Stock and shall on the Note issued hereto, provided that same date cease to be treated for any purpose as the Maturity Date thereunder record Holder of such shares of Series A Preferred Stock so converted. Upon the conversion of any shares of Series A Preferred Stock no adjustment or payment shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated made with respect to such Note Purchaseconverted shares on account of any dividend on the Common Stock, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate except that the Holder of such Purchaserconverted shares shall be entitled to be paid any dividends declared on shares of Common Stock after conversion thereof. The Corporation shall not be required, in connection with any conversion of Series A Preferred Stock, and payment of dividends on Series A Preferred Stock to issue a fraction of a share of its Series A Preferred Stock or Common Stock and shall instead deliver a stock certificate representing the next higher whole number.

Additional Investment Right. Purchaser Each Purchaser, shall have the right at any time from time (with respect to timeeach Purchaser, as of its “Additional Investment Right”), but not the date hereof, and until such date when the Note is no longer outstandingobligation, to in purchase the full amount of its sole and absolute discretion purchase an additional convertible promissory noteAdditional Shares at a price per share of $11.50 (the aggregate amount payable for the Additional Shares, or additional convertible promissory notes, from the “Additional Subscription Amount”) by delivering a written notice to the Company for up to a principal amount equal to the amount of the Note purchased hereunder by not later than 5:00 p.m. (each a “Subsequent Note” and collectively the “Subsequent Notes”New York City, New York time) on the same terms and conditions as applicable one year anniversary of the Closing Date (an “Exercise Notice”). Upon receipt of an Exercise Notice from any Purchaser, the Company agrees to the sell to such Purchaser its Additional Shares. The closing of any purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, Additional Shares (each a an “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note shall be not later than 2 Trading Days following the receipt of an Exercise Notice from such Purchaser. Such Purchaser’s Additional Subscription Amount shall be made available for “Delivery Versus Payment” settlement with the Company or its designees on the applicable Additional Closing Date. On the applicable Additional Closing Date, the Company shall deliver to such Purchaser its Additional Shares via DWAC and such Purchaser shall deliver the Additional Subscription Amount by wire transfer of immediately available funds. Each Additional Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical subject to the terms and satisfaction of the conditions set forth in this Agreement applicable Sections 2.3(a)(i), 2.3(a)(ii), 2.3(b)(i), 2.3(b)(ii), 2.3(b)(iv) and 2.3(b)(v), in each case, replacing each reference to the sale “Closing Date” with the “applicable Additional Closing Date” and any reference to “Shares” in Article III shall be deemed to refer to the “Additional Shares.” Notwithstanding the foregoing, no Purchaser may exercise its Additional Investment Right if such Purchaser’s acquisition of its Additional Shares would cause such Purchaser’s “beneficial ownership” (within the meaning of Section 13 of the Note on Exchange Act and the date hereof, including without limitation each Subsequent Note will be in the form rules and regulations of the Note issued hereto, provided that Commission promulgated thereunder) to exceed 9.9% of the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date outstanding shares of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such PurchaserCommon Stock.

Additional Investment Right. (a) On or prior to the date which is forty five (45) days following the Closing Date, upon the terms and subject to the conditions set forth in this Section 2.4, each Purchaser shall have the right to purchase at any time and from time to time, as time up to such Purchaser’s Pro Rata Share of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a $1,200,000 in aggregate principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) Debentures, on the same terms and conditions as applicable to the purchase and sale of the Note purchased Debentures on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, Closing Date (each a “Subsequent Note AIR Purchase” and collectively “Subsequent Note Purchases”). For , on or prior to the twentieth (20th) Business Day following delivery of a written notice (“AIR Notice”) from such Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase rightits purchase or sale rights under this Section 2.4, which notice AIR Notice shall specify the aggregate principal amount of the Additional Note Debentures to be purchased by such Purchaser (“Subsequent Note AIR Amount”) and the date (“AIR Closing Date”) on which such purchase and sale shall occur within such 20-Business Day period (“Subsequent Note AIR Closing”), which Subsequent Note . Any Purchaser may transfer its rights under this paragraph to any other Purchaser or any affiliate of a Purchaser. The Company may include any such AIR Purchase with a subsequent Closing shall occur within five pursuant to this Section 2. (5b) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note AIR Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note Debentures on the date hereofClosing Date, including without limitation each Subsequent Note (i) the original Principal Amount of Debentures purchased shall equal 100% of the Subscription Amount, and (ii) the Debentures will be in the form of Exhibit A attached hereto; except that the Note issued Fixed Conversion Price (as defined in the Debentures) shall be the lesser of the average closing bid price for the five (5) previous trading days preceding the applicable AIR Closing Date, or $0.13, but not less than the initial Fixed Conversion Price, the Floating Conversion Price will equal 90% of the lowest three (3) bid prices over the previous ten (10) trading days (each of which figures hereunder shall be adjusted in the identical manner as Section 5 of the Debentures in the event that prior to any AIR Closing there is any adjustment to the Conversion Price under the Debentures (or there would have been an adjustment if such Debentures remained outstanding), and the interest rate shall be 6% per annum, and (iii) each Purchaser purchasing Debentures in an AIR Purchase shall receive Warrants, in the form of Exhibit B attached hereto, to purchase a number of shares of Common Stock equal to 50% of the Principal Amount of Debentures purchased in the AIR Purchase divided by the Fixed Conversion Price (as adjusted), with an exercise price of $0.20, provided that (A) the Original Issue Date under the new Debentures, and the Issue Date under the new Warrants, shall be the AIR Closing Date, (B) the Maturity Date thereunder under the Debentures issued in the AIR Closing shall be on ninth 18 months following the applicable AIR Closing Date, and (9thC) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional new Warrant shall be the fifth third (5th3rd) anniversary from the issue date of the Subsequent Warrant. AIR Closing Date. (c) On or prior to any Subsequent Note Closing(s)AIR Closing Date, the Company and the Purchaser shall, upon Purchaser’s request, Purchaser(s) participating in such AIR Closing shall execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) AIR Purchase and the AIR Closing in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”)Agreement, mutatis mutandis, and all the representations, warrantieswarrants, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note AIR Purchase, mutatis mutandis, except that this Section 2.4 shall be excluded. Without limiting the foregoing, the Company shall execute and deliver new or additional transaction documents and cause a new legal opinion to be delivered to the Purchasers participating in such AIR Purchase. (d) Each Purchaser may assign exercise its Subsequent Note right to effect an AIR Purchase right hereunder at any time and from time to time in whole or in part separate and independent from any affiliate other Purchaser and without affecting the rights of any other Purchaser to effect an AIR Purchase, and any such PurchaserAIR Purchase shall only apply with respect to such Purchaser(s) delivering an AIR Notice to the Company. (e) The Company shall publicly disclose the material terms of any AIR Notice promptly following receipt thereof.

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th9 th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same SPA – PRLX, T2, 2019-04-08 form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warrantieswarrants, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) 9th month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) 5th anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the principal amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following upon such notice date as decided by such the Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warrantieswarrants, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Additional Investment Right. Purchaser Each Purchaser, shall have the right at any time from time to timeright, as of but not the date hereof, and until such date when the Note is no longer outstandingobligation, to in purchase the full amount of its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to Additional Shares at a principal amount price per share equal to the Per Share Purchase Price (the aggregate amount of payable for the Note purchased hereunder (each a “Subsequent Note” and collectively Additional Shares, the “Subsequent NotesAdditional Subscription Amount”) on the same terms and conditions as applicable by delivering a written notice to the Company by not later than 5:00 p.m. (New York City, New York time) on October 19, 2020 (an “Exercise Notice”). Upon receipt of an Exercise Notice from any Purchaser, the Company agrees to sell to such Purchaser its Additional Shares. The closing of any purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, Additional Shares (each a an “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note shall be not later than 2 Trading Days following the receipt of an Exercise Notice from such Purchaser. Such Purchaser’s Additional Subscription Amount shall be made available for “Delivery Versus Payment” settlement with the Company or its designees on the applicable Additional Closing Date. On the applicable Additional Closing Date, the Company shall deliver to such Purchaser its Additional Shares via DWAC and such Purchaser shall deliver the Additional Subscription Amount by wire transfer of immediately available funds. Each Additional Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical subject to the terms and satisfaction of the conditions set forth in this Agreement applicable Sections 2.3(a)(i), 2.3(a)(ii), 2.3(b)(i), 2.3(b)(ii), 2.3(b)(iv) and 2.3(b)(v), in each case, replacing each reference to the sale of “Closing Date” with the Note on the date hereof, including without limitation each Subsequent Note will be “applicable Additional Closing Date” and any reference to “Shares” in the form of the Note issued hereto, provided that the Maturity Date thereunder Article III shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant deemed to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect refer to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase AgreementsAdditional Shares.”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Additional Investment Right. Purchaser Each Purchaser, shall have the right at any time from time to timeright, as of but not the date hereof, and until such date when the Note is no longer outstandingobligation, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to the full amount of its Additional Shares at a principal amount price per share equal to the Per Share Purchase Price (the aggregate amount of payable for the Note purchased hereunder (each a “Subsequent Note” and collectively Additional Shares, the “Subsequent NotesAdditional Subscription Amount”) on the same terms and conditions as applicable by delivering a written notice to the Company by not later than 5:00 p.m. (New York City, New York time) on October 19, 2021 (an “Exercise Notice”). Upon receipt of an Exercise Notice from any Purchaser, the Company agrees to sell to such Purchaser its Additional Shares. The closing of any purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, Additional Shares (each a an “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note shall be not later than 2 Trading Days following the receipt of an Exercise Notice from such Purchaser. Such Purchaser’s Additional Subscription Amount shall be made available for “Delivery Versus Payment” settlement with the Company or its designees on the applicable Additional Closing Date. On the applicable Additional Closing Date, the Company shall deliver to such Purchaser its Additional Shares via DWAC and such Purchaser shall deliver the Additional Subscription Amount by wire transfer of immediately available funds. Each Additional Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical subject to the terms and satisfaction of the conditions set forth in this Agreement applicable Sections 2.3(a)(i), 2.3(a)(ii), 2.3(b)(i), 2.3(b)(ii), 2.3(b)(iv) and 2.3(b)(v), in each case, replacing each reference to the sale of “Closing Date” with the Note on the date hereof, including without limitation each Subsequent Note will be “applicable Additional Closing Date” and any reference to “Shares” in the form of the Note issued hereto, provided that the Maturity Date thereunder Article III shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant deemed to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect refer to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase AgreementsAdditional Shares.”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.