Common use of Buyers’ Right of Participation in Future Financings Clause in Contracts

Buyers’ Right of Participation in Future Financings. (A) From the date hereof and during the period that any portion of the Debenture is outstanding, upon any financing by the Company or any of its subsidiaries (each, a "Subsequent Financing") of Common Stock or Common Stock Equivalents (as defined in Section 1(a)), excluding any securities issued pursuant to the Offering described in this Agreement, each Buyer shall have the right to participate (the "Buyer's Right Of Participation") in up to the Buyer's Participation Maximum (as defined below) of the Subsequent Financing, provided that any securities issued to the Buyer hereunder, and any securities issuable pursuant to the conversion or exercise of such securities, shall be subject to the Beneficial Ownership Limitation. (B) At least ten (10) days prior to the closing of the Subsequent Financing, the Company shall deliver to each Buyer a written notice of its intention to effect a Subsequent Financing (an "Advance Notice Of Financing"), which Advance Notice of Financing shall ask such Buyer if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Buyer, and only upon a request by such Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Buyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto and complete, definitive legal documentation ("Legal Documents") for the transaction. (C) Any Buyer desiring to participate in such Subsequent Financing must provide written notice ("Participation Notice") to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after such Buyer has received the Advance Notice of Financing that the Buyer is willing to participate in the Subsequent Financing, the amount of the Buyer's participation, and that the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Buyer as of such tenth (10th) Trading Day, such Buyer shall be deemed to have notified the Company that it does not elect to participate. Buyer shall not be obligated to participate in a Subsequent Offering after delivering a Participation Notice to the Company until after the Buyer has reviewed and agreed to the final Legal Documents for such offering. (D) If by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the requesting Buyers have received the Advance Notice of Financing, notifications by the Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. (E) If by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Buyers have received the Advance Notice of Financing, the Company receives responses to a Subsequent Financing Notice from Buyers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Buyer shall have the right to purchase up to (the "Buyer's Participation Maximum") (a) their Pro Rata Portion (as defined below) of the Subsequent Financing, plus (b) a pro rata amount (based upon the relative amount of the participating Buyers' respective Pro Rata Portions) of the aggregate of the unused Pro Rata Portions of the other Buyers. For purposes hereof, "Pro Rata Portion" shall mean the ratio of (x) the aggregate Purchase Price of Securities purchased on the Closing Date by a Buyer participating under this Section 4(e)(iv) and (y) the sum of the aggregate Purchase Price of Securities purchased on the Closing Date by all Buyers participating under this Section 4(d)(iv).

Buyers’ Right of Participation in Future Financings. (A) From the date hereof and during the period that any portion of the Debenture Preferred Stock is outstanding, upon any financing by the Company or any of its subsidiaries (each, a "Subsequent Financing"“SUBSEQUENT FINANCING”) of Common Stock or Common Stock Equivalents (as defined in Section 1(a)), excluding any securities issued pursuant to the Offering described in this Agreement, each Buyer shall have the right to participate (the "Buyer's Right Of Participation") in up to the Buyer's ’s Participation Maximum (as defined below) of the Subsequent Financing, provided that any securities issued to the Buyer hereunder, and any securities issuable pursuant to the conversion or exercise of such securities, shall be subject to the Beneficial Ownership Limitation. (B) At least ten (10) days prior to the closing of the Subsequent Financing, the Company shall deliver to each Buyer a written notice of its intention to effect a Subsequent Financing (an "Advance Notice Of Financing"“ADVANCE NOTICE OF FINANCING”), which Advance Notice of Financing shall ask such Buyer if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"“SUBSEQUENT FINANCING NOTICE”). Upon the request of a Buyer, and only upon a request by such Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Buyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto and complete, definitive legal documentation ("Legal Documents") for the transactionthereto. (C) Any Buyer desiring to participate in such Subsequent Financing must provide written notice ("Participation Notice") to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after such Buyer has received the Advance Notice of Financing that the Buyer is willing to participate in the Subsequent Financing, the amount of the Buyer's ’s participation, and that the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Buyer as of such tenth (10th) Trading Day, such Buyer shall be deemed to have notified the Company that it does not elect to participate. Buyer shall not be obligated to participate in a Subsequent Offering after delivering a Participation Notice to the Company until after the Buyer has reviewed and agreed to the final Legal Documents for such offering. (D) If by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the requesting Buyers have received the Advance Notice of Financing, notifications by the Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. (E) If by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Buyers have received the Advance Notice of Financing, the Company receives responses to a Subsequent Financing Notice from Buyers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Buyer shall have the right to purchase up to (the "Buyer's Participation Maximum") “BUYER’S PARTICIPATION MAXIMUM”) (a) their Pro Rata Portion (as defined below) of the Subsequent Financing, plus (b) a pro rata amount (based upon the relative amount of the participating Buyers' ’ respective Pro Rata Portions) of the aggregate of the unused Pro Rata Portions of the other Buyers. For purposes hereof, "Pro Rata Portion" shall mean the ratio of (x) the aggregate Purchase Price of Securities purchased on the Closing Date by a Buyer participating under this Section 4(e)(iv) and (y) the sum of the aggregate Purchase Price of Securities purchased on the Closing Date by all Buyers participating under this Section 4(d)(iv).of

Buyers’ Right of Participation in Future Financings. (A) From the date hereof and during the period that any portion amount of the any Debenture is outstanding, upon any financing by the Company or any of its subsidiaries (each, a "“Subsequent Financing"”) of Common Stock or Common Stock Equivalents (as defined in Section 1(a)), excluding any securities issued pursuant to the Offering described in this Agreement, each Buyer shall have the right to participate (the "“Buyer's ’s Right Of of Participation"”) in up to the Buyer's ’s Participation Maximum (as defined below) of the Subsequent Financing, provided that any securities issued to the Buyer hereunder, and any securities issuable pursuant to the conversion or exercise of such securities, shall be subject to the Beneficial Ownership Limitation. (B) At least ten (10) days prior to the closing of the Subsequent Financing, the Company shall deliver to each Buyer a written notice of its intention to effect a Subsequent Financing (an "“Advance Notice Of of Financing"”), which Advance Notice of Financing shall ask such Buyer if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Buyer, and only upon a request by such Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Buyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto and complete, definitive legal documentation ("“Legal Documents"”) for the transactionproposed Subsequent Financing. (C) Any Buyer desiring to participate in such Subsequent Financing must provide written notice ("“Participation Notice"”) to the Company by not later than 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after such Buyer has received the Advance Notice of Financing that the Buyer is willing to participate in the Subsequent Financing, the amount of the Buyer's ’s participation, and that the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Buyer as of such tenth fifth (10th5th) Trading Day, such Buyer shall be deemed to have notified the Company that it does not elect to participate. Buyer shall not be obligated to participate in a Subsequent Offering after delivering a Participation Notice to the Company until after the Buyer has reviewed and agreed to the final Legal Documents for such offering. (D) If by 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after all of the requesting Buyers have received the Advance Notice of Financing, notifications by the Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. (E) If by 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after all of the Buyers have received the Advance Notice of Financing, the Company receives responses to a Subsequent Financing Notice from Buyers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Buyer shall have the right to purchase up to (the "“Buyer's ’s Participation Maximum"”) (a) their Pro Rata Portion (as defined below) of the Subsequent Financing, plus (b) a pro rata amount (based upon the relative amount of the participating Buyers' ’ respective Pro Rata Portions) of the aggregate of the unused Pro Rata Portions of the other Buyers. For purposes hereof, "“Pro Rata Portion" ” shall mean the ratio of (x) the aggregate Purchase Price Subscription Amount of Securities purchased on the Closing Date by a Buyer participating under this Section 4(e)(iv4(d)(iv) and (y) the sum of the aggregate Purchase Price Subscription Amounts of Securities purchased on the Closing Date by all Buyers participating under this Section 4(d)(iv).

Buyers’ Right of Participation in Future Financings. (A) From the date hereof and during the period that any portion of the Debenture is outstanding, upon any financing by the Company or any of its subsidiaries (each, a "“Subsequent Financing"”) of Common Stock or Common Stock Equivalents (as defined in Section 1(a)), excluding any securities issued pursuant to the Offering described in this Agreement, each Buyer shall have the right to participate (the "“Buyer's ’s Right Of Participation"”) in up to the Buyer's ’s Participation Maximum (as defined below) of the Subsequent Financing, provided that any securities issued to the Buyer hereunder, and any securities issuable pursuant to the conversion or exercise of such securities, shall be subject to the Beneficial Ownership Limitation. (B) At least ten (10) days prior to the closing of the Subsequent Financing, the Company shall deliver to each Buyer a written notice of its intention to effect a Subsequent Financing (an "“Advance Notice Of Financing"”), which Advance Notice of Financing shall ask such Buyer if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Buyer, and only upon a request by such Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Buyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto and complete, definitive legal documentation ("“Legal Documents"”) for the transaction. (C) Any Buyer desiring to participate in such Subsequent Financing must provide written notice ("“Participation Notice"”) to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after such Buyer has received the Advance Notice of Financing that the Buyer is willing to participate in the Subsequent Financing, the amount of the Buyer's ’s participation, and that the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Buyer as of such tenth (10th) Trading Day, such Buyer shall be deemed to have notified the Company that it does not elect to participate. Buyer shall not be obligated to participate in a Subsequent Offering after delivering a Participation Notice to the Company until after the Buyer has reviewed and agreed to the final Legal Documents for such offering. (D) If by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the requesting Buyers have received the Advance Notice of Financing, notifications by the Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. (E) If by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Buyers have received the Advance Notice of Financing, the Company receives responses to a Subsequent Financing Notice from Buyers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Buyer shall have the right to purchase up to (the "“Buyer's ’s Participation Maximum"”) (a) their Pro Rata Portion (as defined below) of the Subsequent Financing, plus (b) a pro rata amount (based upon the relative amount of the participating Buyers' ’ respective Pro Rata Portions) of the aggregate of the unused Pro Rata Portions of the other Buyers. For purposes hereof, "“Pro Rata Portion" ” shall mean the ratio of (x) the aggregate Purchase Price of Securities purchased on the Closing Date by a Buyer participating under this Section 4(e)(iv) and (y) the sum of the aggregate Purchase Price of Securities purchased on the Closing Date by all Buyers participating under this Section 4(d)(iv).

Buyers’ Right of Participation in Future Financings. (Ai) From the date hereof and during the period that any portion amount of the Debenture any Note is outstanding, upon any financing by the Company or any of its subsidiaries Subsidiaries (each, a "“Subsequent Financing"”) of Common Stock or Common Stock Equivalents (as defined in Section 1(a)1), excluding any securities issued pursuant to the Offering described in this Agreement, each Buyer shall have the right to participate (the "“Buyer's ’s Right Of of Participation"”) in up to the such Buyer's ’s Participation Maximum (as defined below) of the Subsequent Financing, provided that any securities issued to the Buyer hereunder, and any securities issuable pursuant to the conversion or exercise of such securities, shall be subject to the Beneficial Ownership LimitationLimitation (as defined in the Warrant). (Bii) At least ten (10) days prior to the closing of the Subsequent Financing, the Company shall deliver to each Buyer a written notice of its intention to effect a Subsequent Financing (an "“Advance Notice Of Financing"”), which Advance Notice of Financing shall ask such Buyer if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Buyer, and only upon a request by such Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Buyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto and complete, definitive legal documentation ("“Legal Documents"”) for the transactionproposed Subsequent Financing. (Ciii) Any Buyer desiring to participate in such Subsequent Financing must provide written notice ("“Participation Notice"”) to the Company by not later than 5:30 p.m. within five (New York City time) on the tenth (10th5) Trading Day Days after such Buyer has received the Advance Subsequent Financing Notice of Financing that the Buyer is willing to participate in the Subsequent Financing on the same terms and conditions of such Subsequent Financing, the amount of the Buyer's ’s participation, and that the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no timely notice from a Buyer as of such tenth (10th) Trading DayBuyer, such Buyer shall be deemed to have notified the Company that it does not elect to participate. Buyer shall not be obligated to participate in a Subsequent Offering Financing after delivering a Participation Notice to the Company until after the Buyer has reviewed and agreed to the final Legal Documents for such offering. (Div) If by 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after all of the requesting Buyers have received the Advance Notice of FinancingSubsequent Financing Notice, notifications by the Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) isaccount for, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice; provided, however, if such participation by the Buyers causes the parties providing Subsequent Financing to withdraw such Subsequent Financing, then the Buyers (in the aggregate, on a pro rata basis) will be permitted, at their option, to either (i) participate in amounts representing one hundred percent (100%)(in the aggregate, for all such Buyers) of such Subsequent Financing, or (ii) participate in amounts representing not more than twenty percent (20%) (in the aggregate, for all such Buyers) of such Subsequent Financing. (Ev) If by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Buyers have received the Advance Notice of FinancingSubsequent Financing Notice, the Company receives responses to a Subsequent Financing Notice from Buyers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Buyer shall have the right to purchase up to (the "“Buyer's ’s Participation Maximum"”) (a) their the applicable Lender’s Pro Rata Portion (as defined below) of the Subsequent Financing, plus (b) a pro rata amount (based upon the relative amount of the participating Buyers' respective Pro Rata Portions) of the aggregate of the unused Lender’s Pro Rata Portions of the other Buyers. . (vi) For purposes hereofof clarity, "Pro Rata Portion" in the event that there is any amount of a Subsequent Financing that is not requested to be purchased by a Buyer, then any other Buyer shall mean have the ratio right to purchase such remaining amount of the Subsequent Financing. (vii) The Company must provide the Buyers with a second Subsequent Financing Notice, and the Buyers will again have the right of participation set forth above in this Section 10(b)(vii), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. (viii) The Company and the Buyers agree that if any Buyer elects to participate in the Subsequent Financing, (x) neither the aggregate Purchase Price agreement regarding the Subsequent Financing nor any other transaction documents related thereto (collectively, the "Subsequent Placement Documents") shall include any term or provisions whereby any Buyer shall be required to agree to any restrictions in trading as to any securities of Securities purchased on the Closing Date Company owned by a such Buyer participating under this Section 4(e)(iv) prior to such Subsequent Financing, and (y) the sum of Buyers shall be entitled to the aggregate Purchase Price of Securities purchased on same registration rights provided to other investors in the Closing Date by all Buyers participating under this Section 4(d)(iv)Subsequent Financing.

Buyers’ Right of Participation in Future Financings. (A) From the date hereof and during the period that any portion amount of the Debenture any Grid Note is outstanding, upon any financing by the Company or any of its subsidiaries (each, a "“Subsequent Financing"”) of Common Stock or Common Stock Equivalents (as defined in Section 1(a)), excluding any securities issued pursuant to the Offering described in this Agreement, each Buyer shall have the right to participate (the "“Buyer's ’s Right Of of Participation"”) in up to the Buyer's ’s Participation Maximum (as defined below) of the Subsequent Financing, provided that any securities issued to the Buyer hereunder, and any securities issuable pursuant to the conversion or exercise of such securities, shall be subject to the Beneficial Ownership Limitation. (B) At least ten (10) days prior to the closing of the Subsequent Financing, the Company shall deliver to each Buyer a written notice of its intention to effect a Subsequent Financing (an "“Advance Notice Of of Financing"”), which Advance Notice of Financing shall ask such Buyer if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Buyer, and only upon a request by such Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Buyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto and complete, definitive legal documentation ("“Legal Documents"”) for the transactionproposed Subsequent Financing. (C) Any Buyer desiring to participate in such Subsequent Financing must provide written notice ("“Participation Notice"”) to the Company by not later than 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after such Buyer has received the Advance Notice of Financing that the Buyer is willing to participate in the Subsequent Financing, the amount of the Buyer's ’s participation, and that the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Buyer as of such tenth fifth (10th5th) Trading Day, such Buyer shall be deemed to have notified the Company that it does not elect to participate. Buyer shall not be obligated to participate in a Subsequent Offering after delivering a Participation Notice to the Company until after the Buyer has reviewed and agreed to the final Legal Documents for such offering. (D) If by 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after all of the requesting Buyers have received the Advance Notice of Financing, notifications by the Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. (E) If by 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after all of the Buyers have received the Advance Notice of Financing, the Company receives responses to a Subsequent Financing Notice from Buyers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Buyer shall have the right to purchase up to (the "“Buyer's ’s Participation Maximum"”) (a) their Pro Rata Portion (as defined below) of the Subsequent Financing, plus (b) a pro rata amount (based upon the relative amount of the participating Buyers' ’ respective Pro Rata Portions) of the aggregate of the unused Pro Rata Portions of the other Buyers. For purposes hereof, "“Pro Rata Portion" ” shall mean the ratio of (x) the aggregate Purchase Price of Securities purchased percentage listed next to each Buyer’s name on the Closing Date by a Buyer participating under this Section 4(e)(iv) and (y) the sum Schedule of the aggregate Purchase Price of Securities purchased on the Closing Date by all Buyers participating under this Section 4(d)(iv)attached hereto.

Buyers’ Right of Participation in Future Financings. (A) From the date hereof and during the period that any portion of the Debenture is outstanding, upon any financing by the Company or any of its subsidiaries (each, a "“Subsequent Financing"”) of Common Stock or Common Stock Equivalents (as defined in Section 1(a)), excluding any securities issued pursuant to the Offering described in this Agreement, each Buyer shall have the right to participate (the "“Buyer's ’s Right Of Participation"”) in up to the Buyer's ’s Participation Maximum (as defined below) of the Subsequent Financing, provided that any securities issued to the Buyer hereunder, and any securities issuable pursuant to the conversion or exercise of such securities, shall be subject to the Beneficial Ownership Limitation. (B) At least ten (10) days prior to the closing of the Subsequent Financing, the Company shall deliver to each Buyer a written notice of its intention to effect a Subsequent Financing (an "“Advance Notice Of Financing"”), which Advance Notice of Financing shall ask such Buyer if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Buyer, and only upon a request by such Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Buyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto and complete, definitive legal documentation ("“Legal Documents"”) for the transaction. (C) Any Buyer desiring to participate in such Subsequent Financing must provide written notice ("“Participation Notice"”) to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after such Buyer has received the Advance Notice of Financing that the Buyer is willing to participate in the Subsequent Financing, the amount of the Buyer's ’s participation, and that the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Buyer as of such tenth (10th) Trading Day, such Buyer shall be deemed to have notified the Company that it does not elect to participate. Buyer shall not be obligated to participate in a Subsequent Offering after delivering a Participation Notice to the Company until after the Buyer has reviewed and agreed to the final Legal Documents for such offering. (D) If by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the requesting Buyers have received the Advance Notice of Financing, notifications by the Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. (E) If by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Buyers have received the Advance Notice of Financing, the Company receives responses to a Subsequent Financing Notice from Buyers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Buyer shall have the right to purchase up to (the "Buyer's Participation Maximum")the (a) their Pro Rata Portion (as defined below) of the Subsequent Financing, plus (b) a pro rata amount (based upon the relative amount of the participating Buyers' ’ respective Pro Rata Portions) of the aggregate of the unused Pro Rata Portions of the other Buyers. For purposes hereof, "“Pro Rata Portion" ” shall mean the ratio of (x) the aggregate Purchase Price of Securities purchased on the Closing Date by a Buyer participating under this Section 4(e)(iv) and (y) the sum of the aggregate Purchase Price of Securities purchased on the Closing Date by all Buyers participating under this Section 4(d)(iv).