Common use of Additional Purchase Rights Clause in Contracts

Additional Purchase Rights. In the event the Company elects not to exercise its right to purchase the Offered Securities from the Selling Holders as provided in Section 2.6(a) and the offering price at which such Offered Securities to be registered with the Commission pursuant to Section 2.1 and purchased from the Selling Holders (the "Second Offer Price") is less than 95% of the First Offer Price, then the Company shall have the additional right to cancel the proposed public offering and purchase all such Offered Securities from such Selling Holders, at the Second Offer Price (less any underwriting discounts and commissions). The Company and the Selling Holders shall cause any underwriting agreement entered into in connection with the offer and sale of the Offered Securities to reflect such purchase right of the Company. Immediately, and in no event less than three business days, prior to the time the registration statement filed by the Company for the registration of the Offered Securities becomes effective under the Securities Act, the Company shall, or shall cause the managing underwriter to, notify the Selling Holders, in the case of a registration requested pursuant to Section 2.1, of the Second Offer Price. If the Company elects to exercise its right to purchase the Offered Securities at the Second Offer Price (less any underwriting discounts and commissions), the Company shall promptly (and prior to the effectiveness of the registration statement for such Offered Securities) deliver an Acceptance Notice (as defined in the Investment Agreement) to each Selling Holder of its intention to purchase the Offered Securities owned by such Selling Holder at the Second Offer Price (less any underwriting discounts and commissions), on a date not more than five business days after delivery of such Acceptance Notice (subject to extension as provided in Section 6(f) of the Investment Agreement). If the Company elects to exercise its purchase rights hereunder and purchases the Offered Securities, the Company shall pay all fees (including all underwriting discounts and commissions which would have been given or retained by such underwriters had the proposed public offering been consummated) of the underwriters in connection with the preparation and filing of the registration statement and the Company shall pay all Registration Expenses of the Selling Holders which would have been payable by it pursuant to Section 2.1 had the Company not exercised its purchase rights hereunder.

Additional Purchase Rights. In (a) The following Sections 13 to 17 inclusive shall survive Closing and shall not merge on Closing and shall be in full force and effect in accordance with their respective terms. (b) Subject to compliance with Applicable Securities Laws and, if required, the acceptance of the CSE, the Corporation hereby grants the Subscriber the following rights in respect of any future private or public equity financing (each an “Equity Financing”) of Shares or securities convertible into Shares (collectively, the “Equity Securities”) undertaken by the Corporation subsequent to closing of the Current Financing and provided the Subscriber’s Percentage Equity Ownership Interest equals or exceeds 5% or more of the outstanding Shares of the Corporation: (i) the right (but not the obligation) to participate, on a pro rata basis, in any future Equity Financing of Equity Securities undertaken by the Corporation to the extent required to allow the Subscriber to maintain the same Percentage Equity Ownership Interest in the Corporation that it possessed immediately prior to closing of the Equity Financing such that the Subscriber does not suffer any equity dilution; and (ii) the right (but not the obligation) to participate in any future Equity Financing of Equity Securities undertaken by the Corporation to the extent required to allow the Subscriber to increase its Percentage Equity Ownership Interest in the Corporation to a maximum of 19.9% of the issued and outstanding Shares immediately following the closing of such Equity Financing (assuming the conversion, exchange or exercise of all Convertible Securities then beneficially owned or held by the Subscriber). For greater certainty, “Equity Financing” does not include any issuances of (i) options granted pursuant to the Corporation’s stock option plan after the Closing Date (“Post Closing Options”), (ii) Shares issued upon the exercise of currently outstanding options; (iii) Shares issued upon the exercise of Post-Closing Options or (iv) Shares issued upon the exercise of share purchase warrants. (c) The Corporation shall deliver a notice to the Subscriber in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least seven Business Days prior to the Company elects proposed closing date of the Equity Financing and provide the Subscriber with all the terms and conditions of such Equity Financing known to the Corporation, including any term sheet or equivalent document to be utilized by the Corporation as part of the Equity Financing. The Corporation shall deliver any and all updates, revisions and restatements of any such term sheet or equivalent document as soon as the same has been finalized. (d) If the Subscriber wishes to exercise its rights to participate in an Equity Financing pursuant to Subsections (b)(i) or (ii) above to either maintain its then current Percentage Equity Ownership Interest in the Corporation or increase its Percentage Equity Ownership Interest in the Corporation to 19.9%, then the Subscriber shall provide the Corporation with written notice (the “Equity Financing Notice”) of its desire to participate in the Equity Financing and the number of Equity Securities it wishes to purchase within seven Business Days of the Subscriber’s receipt of the notice of the Equity Financing, failing which the Subscriber shall be deemed to have elected not to exercise its right rights granted under this Subsection, but only for that one particular Equity Financing, it being understood and agreed that any such election not to purchase the Offered Securities from the Selling Holders as provided exercise rights granted under this Subsection shall not be in Section 2.6(a) and the offering price at which such Offered Securities to be registered with the Commission pursuant to Section 2.1 and purchased from the Selling Holders (the "Second Offer Price") is less than 95% derogation of rights of the First Offer PriceSubscriber with respect to any future Equity Financing. (e) If the Subscriber delivers the Equity Financing Notice as prescribed under this Subsection, then the Company Corporation and the Subscriber shall have complete the subscription for the additional right to cancel Equity Securities that are the proposed public offering and purchase all such Offered Securities from such Selling Holders, at subject of the Second Offer Price (less any underwriting discounts and commissions). The Company and the Selling Holders shall cause any underwriting agreement entered into in connection Equity Financing Notice concurrently with the offer and sale completion of the Offered Securities to reflect such purchase right of the Company. Immediately, and in no event less than three business days, prior to the time the registration statement filed by the Company for the registration of the Offered Securities becomes effective under the Securities Act, the Company shall, or shall cause the managing underwriter to, notify the Selling Holders, in the case of a registration requested pursuant to Section 2.1, of the Second Offer PriceEquity Financing. If the Company elects Subscriber elects, or is deemed to have elected (as described above), not to exercise its right rights under this Subsection, then the Corporation may complete the Equity Financing, provided that such Equity Financing is upon the same terms and conditions as those set out in the notice of the Equity Financing provided to purchase the Offered Securities at Subscriber. (f) In determining the Second Offer Price Subscriber’s percentage equity ownership interest in the Corporation (less any underwriting discounts and commissionsthe “Percentage Equity Ownership Interest”), such ownership shall be calculated as follows: A = B/C X 100 Where: A: Percentage Equity Ownership Interest B: Number of Shares owned beneficially by the Company shall promptly (Subscriber and prior to its Affiliates, collectively C: Outstanding Equity Securities less the effectiveness number of the registration statement for such Offered Securities) deliver an Acceptance Notice (as defined in the Investment Agreement) to each Selling Holder of its intention to purchase the Offered Securities owned by such Selling Holder at the Second Offer Price (less any underwriting discounts outstanding Post Closing Options and commissions), on a date not more than five business days after delivery of such Acceptance Notice (subject to extension as provided in Section 6(f) of the Investment Agreement). If the Company elects to exercise its purchase rights hereunder and purchases the Offered Securities, the Company shall pay all fees (including all underwriting discounts and commissions which would any Shares that have been given or retained by such underwriters had the proposed public offering been consummated) issued upon exercise of the underwriters in connection with the preparation and filing of the registration statement and the Company shall pay all Registration Expenses of the Selling Holders which would have been payable by it pursuant to Section 2.1 had the Company not exercised its purchase rights hereunderPost Closing Options.

Additional Purchase Rights. In the event the Company elects not to exercise its right to purchase the Offered Securities from the Selling Holders as provided in Section 2.6(a2.8(a) and the offering price at which such Offered Securities to be registered with the Commission pursuant to Section 2.1 or Section 2.2 and purchased from the Selling Holders (the "Second Offer Price") is less than 95% of the First Offer Price, then the Company shall have the additional right to cancel the proposed public offering and purchase all such Offered Securities from such Selling Holders, at the Second Offer Price (less any underwriting discounts and commissions). The Company and the Selling Holders shall cause any underwriting agreement entered into in connection with the offer and sale of the Offered Securities to reflect such purchase right of the Company. Immediately, and in no event less than three business days, prior to the time the registration statement filed by the Company for the registration of the Offered Securities becomes effective under the Securities Act, (x) the Representative shall, or shall cause the managing underwriter to, notify the Company, in the case of a registration requested pursuant to Section 2.1, and (y) the Company shall, or shall cause the managing underwriter to, notify the Selling Holders, in the case of a registration requested pursuant to Section 2.12.2, of the Second Offer Price. If the Company elects to exercise its right to purchase the Offered Securities at the Second Offer Price (less any underwriting discounts and commissions), the Company shall promptly (and prior to the effectiveness of the registration statement for such Offered Securities) deliver an Acceptance Notice (as defined in the Investment Agreement) to each Selling Holder of its intention to purchase the Offered Securities owned by such Selling Holder at the Second Offer Price (less any underwriting discounts and commissions), on a date not more than five business days after delivery of such Acceptance Notice (subject to extension as provided in Section 6(f8(f) of the Investment Agreement). If the Company elects to exercise its purchase rights hereunder and purchases the Offered Securities, the Company shall pay all fees (including all underwriting discounts and commissions which would have been given or retained by such underwriters had the proposed public offering been consummated) of the underwriters in connection with the preparation and filing of the registration statement and the Company shall pay all Registration Expenses of the Selling Holders which would have been payable by it pursuant to Section Sections 2.1 or 2.2 had the Company not exercised its purchase rights hereunder.