Common use of Future Financings Clause in Contracts

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and if the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreementthe Transaction Documents, Note or any document provided by the Purchaser upon notice to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”)by such Purchaser, then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser Purchasers the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (( the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the NoteAcknowledgement.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (( the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such Such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note...

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such Such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“"Common Stock Equivalents”") or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and if the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreementthe Transaction Documents, Note or any document provided by the Purchaser upon notice to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”)by such Purchaser, then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser Purchasers the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (( the “"Acknowledgment”") within three (3) business days of Company’s 's receipt of request from Purchaser (the “"Deadline”"), provided that Company’s 's failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the NoteAcknowledgement.

Future Financings. From Except for sales or issuances to Company employees, and members of the Company’s board of directors, from the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such time as the Purchaser Note is no longer holds any of the Securitiesoutstanding, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such If Seller, at any time so long as the Purchaser no longer holds any of the SecuritiesNote is outstanding, in the event the Company issues intends to issue or sells sell any shares of Common Stock capital stock, debt securities or securities directly or indirectly convertible into into, exchangeable for or exercisable for Common Stock shares of capital stock or debt securities (“Common Stock Equivalents”a "Financing"), Seller shall give Purchaser written notice (the "Offer") or amends of its intent to engage in a Financing, specifying its basic terms and conditions. If Purchaser gives notice to Seller, specifying Purchaser's basic terms and conditions, of its intent to provide Financing on a basis materially similar to the transaction documents relating proposal set forth in the Offer within five (5) business days after receipt of the Offer (a "Financing Notice"), then Seller shall be obligated to any sale or issuance consummate the Financing only with Purchaser and Purchaser shall be obligated to provide the financing at the time committed by the third party whose commitment gave rise to the Offer. If Purchaser does not within five (5) business days after receipt of Common Stock or Common Stock Equivalentsthe Offer give to Seller a Financing Notice, Purchaser shall be deemed to have waived its rights to provide the Financing under this Section, and Seller may thereafter obtain such Financing from a third party or parties if such third party Financing is on the Purchaser reasonably believes that the same basic terms and conditions thereunder are more favorable to such investors as those set forth in the Offer. Any proposed Financing on terms materially different from those basic terms and conditions granted under in the Offer deemed waived by Purchaser shall require a new Offer and compliance by Seller with the provisions of this AgreementSection. Notwithstanding the foregoing, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser Seller shall not be required to provide any notice to comply with this Section in connection with: (i) the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such issuance and sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment convertible securities in connection with any employee stock option plan, arrangement or agreement now or hereafter in effect; (ii) the issuance of such automatic amendment to capital stock of Seller upon exercise of the Transaction Documents Warrants or otherwise issued to Purchaser or its assigns; (iii) the issuance of capital stock upon exercise of any stock purchase warrant or option (other than the options referred to in form and substance reasonably satisfactory to clause (i) above) or other convertible security outstanding on the Purchaser date hereof or hereafter issued; (iv) a public offering of securities; (v) any loan from a regular commercial lending source; or (vi) any securities issued with the “Acknowledgment”) within three (3) business days favorable vote of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day Purchaser's designee as a director of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the NoteSeller.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three seven (37) business days of Company’s receipt of request from Purchaser if such event occurs during the first one hundred and eighty (180) days from Issue Date, provided however, such Acknowledgement must be delivered within three (3) business days if such event occurs on or at any time after the one hundred and eightieth (180th) day from Issue Date (the “Acknowledgment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event a. If the Company issues or sells proposes to offer and sell any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Companyequity securities, the Company shall provide Purchaser with all executed transaction documents relating Purchasers the opportunity to any participate in such offer and sale or issue on at least a pro rata basis, such that the ratio of shares of Common Stock or held by and issuable upon conversion of Preferred Stock held by Purchaser upon completion of such offer and sale to the total outstanding shares of Common Stock Equivalentsupon completion of such offer and sale is not less than such ratio before completion of such offer and sale. This right of first refusal is subject to the conditions in subsections 13.b and 13.c below. b. The Company shall deliver acknowledgment keep Purchasers reasonably informed on an on-going basis of its plans to such offer and sale any equity securities and shall give Purchasers at least ten Business Days prior notice of formal commencement of any such offer. The Company shall be free to sell all equity securities subject to any offer to any third party investor unless Purchaser has given the Company written notice of its intent to participate in such offer and sale within five Business Days after the Company gives Purchaser formal written notice of such automatic amendment offer and sale. Purchaser shall give the Company written notice as promptly as possible of its intent not to participate or participate in full or in part in any offer and sale, and the Company and Purchaser shall otherwise cooperate with each other, so that the Company’s efforts to raise capital through an offer and sale of equity securities are not unduly impeded by Purchaser’s rights under this Section 13. c. Purchasers’ rights under this Section 13 shall not be applicable to (i) shares of Common Stock issued by reason of a dividend, stock split, split-up or other pro rata distribution on shares of Common Stock; (ii) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board and the shareholders of the Company; (iii) the issuance of securities pursuant to the Transaction Documents conversion, exercise, or exchange of derivative securities outstanding on the date hereof; or (iv) the issuance of securities in connection with a bona fide business acquisition by the Company, whether by merger, consolidation, purchase of assets, exchange of stock, or otherwise. d. Purchaser’s rights under this Section 13 are not assignable or transferable except to Purchaser in form and substance reasonably satisfactory to an Affiliate of the Purchaser (to which Registrable Securities are assigned or transferred, and shall terminate two years after the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (Closing under the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the NotePurchase Agreement.

Future Financings. From a. Except for issuance of (i) the Underlying Shares, (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company, (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof until such time and listed in SCHEDULE 2.1(c) hereto, (iv) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Purchaser no longer holds Company of a division, assets or business (or stock constituting any portion thereof) from another Person, (v) shares of Common Stock issuable pursuant to any event for which an adjustment to the Conversion Price is required pursuant to Section 4.5 of the SecuritiesDebenture, in the event (vi) any other shares of Common Stock issued for which the Company issues receives no consideration, or sells any (vii) shares of Common Stock or other securities directly or indirectly convertible into or exchangeable or exercisable for Common Stock issued in an offering registered under the Securities Act, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (“Common Stock Equivalents”the "NEW SECURITY") or amends the transaction documents relating to while any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder Debentures are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock outstanding (the “Transaction Documents”a "FUTURE FINANCING"), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents Purchasers written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Future Financing shall be effected, and attached to Purchaser in form and substance reasonably satisfactory to the Purchaser which shall be a term sheet or similar document relating thereto (the “Acknowledgment”) within three "FUTURE FINANCING NOTICE"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to based on the principal amount of the NoteDebentures held by such Purchaser relative to the aggregate principal amount of Debentures outstanding) to purchase, on the same terms as the Future Financing, that percentage of the New Securities equal to (i) the sum of (x) the number of shares of Common Stock which may be purchased upon conversion by the amount of the then outstanding principal amount of such Purchaser's Security plus (y) the number of shares of Common Stock underlying the Purchaser's outstanding Warrants divided by (ii) the aggregate number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of the New Securities. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which event interest such Future Financing Notice relates, the Company shall accrue thereon deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the two (2) Trading Day period following delivery of such new notice to purchase its pro rata share (in accordance with the terms hereof) of the Note New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. Those Purchasers desiring to purchase additional shares of Common Stock must notify the Company of their intention to do so within five (5) Trading Days after the Company has informed the Purchasers of their right to purchase additional shares of Common Stock. Within five (5) Trading Days of the termination of the final notice period, the transactions contemplated by this Section 3.9 shall close, subject to the completion of mutually satisfactory documentation, and the Company shall tender to each Purchaser certificates representing the New Securities that it agreed to purchase and the Purchasers shall make payment for the entire purchase price in immediately available funds at the closing of such additional sale; PROVIDED, HOWEVER, that each Purchaser, in lieu of providing cash as consideration for the purchase price, may retire all or a portion of the outstanding principal amount shall be convertible into Common Stock in accordance with of and any interest owing on the terms of the Note.Debentures as

Future Financings. From the date hereof April 1, 2021, until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From (a) During the eighteen (18) month period immediately following the date hereof until such hereof, if the Company at any time as the Purchaser no longer holds or from time to time contemplates any non-public capital raising transaction involving any offer, sale or issuance of any of the Securities, in the event the Company issues Company's equity securities or sells any shares of Common Stock or securities directly or indirectly convertible into or exchangeable or exercisable for Common Stock equity securities of the Company (“Common Stock Equivalents”) or amends each a "Qualifying Transaction"), the transaction documents relating to any sale or issuance of Common Stock or Common Stock EquivalentsCompany shall first approach SDS, on each occasion that the Company contemplates such Qualifying Transaction, and enter into good faith negotiations with SDS to arrange a Qualifying Transaction with SDS on terms and conditions acceptable to both parties ("Right of First Offer"), provided that if any such Qualifying Transaction contemplates gross proceeds to the Purchaser reasonably believes Company in excess of $15 million in the aggregate, then such Right of First Offer shall only apply to the first $15 million of such Qualifying Transaction. The Company shall notify SDS of its desire to enter a Qualifying Transaction by furnishing SDS with written notice each and every time it contemplates a Qualifying Transaction ("Notice of First Offer"). Such Notice of First Offer shall constitute an offer to sell to SDS and Tail Wind, and SDS shall have the right to purchase up to 77%, and Tail Wind shall have the right to purchase up to 23%, of the dollar amount of securities contemplated in such Qualifying Transaction. (b) If SDS and the Company are unable to agree on mutually acceptable terms and conditions for a Qualifying Transaction within five (5) business days following the Notice of First Offer pursuant to subsection (a) above, or to the extent that SDS elects not to purchase securities from the Company in a Qualifying Transaction pursuant to subsection (a) above or fails to respond to the Company's Notice of First Offer within five (5) business days following SDS's receipt thereof, the Company may thereafter seek third parties (each a "Third Party") interested in purchasing securities in a Qualifying Transaction on substantially similar terms and conditions as are set forth in the Notice of First Offer. If the Company contemplates entering into a Qualifying Transaction with a Third Party on terms and conditions which are materially different from the Notice of First Offer, the Company shall give five (5) business days advance written notice to SDS and Tail Wind prior to consummating any such Qualifying Transaction with any Third Party, which notice shall again specify all significant terms and conditions contemplated in such contemplated Qualifying Transaction with such Third Party ("Notice of First Refusal"). Such Notice of First Refusal shall constitute an offer to sell to SDS and Tail Wind, and SDS shall have the right to purchase up to 77%, and Tail Wind shall have the right to purchase up to 23%, of the dollar amount of securities contemplated in such Qualifying Transaction for the same consideration and on the same terms and conditions as set forth in the Notice of First Refusal ("Right of First Refusal") by electing to purchase such securities in a written notice to the Company to be delivered within five (5) business days following receipt of the Notice of First Refusal. Thereafter, to the extent SDS and Tail Wind fail and/or elect not to exercise its Right of First Refusal in accordance with this paragraph, the Company may consummate a Qualifying Transaction with such contemplated Third Party on the terms and conditions thereunder are more favorable to such investors as contained in the terms and conditions granted under this AgreementNotice of First Refusal. Notwithstanding anything contained herein, Note or if any document provided by the Purchaser Qualifying Transaction contemplates gross proceeds to the Company relating of in excess of $15 million in the aggregate, then each Right of First Refusal contained herein shall only apply to any sale or issuance the first $15 million of such Qualifying Transaction. (c) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock of the Company that may be acquired by SDS or Tail Wind pursuant to any Qualifying Transaction shall not exceed a number that, when added to the total number of shares of Company Common Stock deemed beneficially owned by such person (other than by virtue of the “Transaction Documents”ownership of securities or rights to acquire securities that have limitations on the holder's right to convert, exercise or purchase similar to the limitation set forth herein), then at together with all shares of Company Common Stock deemed beneficially owned by the Purchaser’s option 's "affiliates" (as defined in Rule 144 of the Transaction Documents shall 0000 Xxx) that would be deemed automatically amended so as to give aggregated for purposes of determining whether a group under Section 13(d) of the Purchaser 1934 Act, exists, would exceed 9.9% of the benefit total issued and outstanding shares of such more favorable terms or conditions (for the avoidance of doubt, Common Stock. Notwithstanding the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Companyforegoing, the Company shall provide Purchaser have the right to turn to a Third Party to complete the balance of a Qualifying Transaction in the event that this Section 2(c) is applicable to the Qualifying Transaction. (d) Notwithstanding anything herein to the contrary, the actions and obligations of the Noteholders hereunder are not, under any circumstances, agreeing to act jointly, in partnership, in concert or as a "group" (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934) with all executed transaction documents relating respect to any such sale securities or issue any of Common Stock their actions or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form obligations under this Agreement or under any other agreements, and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect constitute a "group" under the automatic amendments contemplated herebySecurities Exchange Act of 1934, as amended. If the Acknowledgement is not delivered The rights granted herein by the Deadline, Company shall pay is made independently to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Noteparty.

Future Financings. From Except for (i) those transactions contemplated by the date hereof until such time Company and Rose Xxxx Xxxital Management, L.P. and certain other investors pursuant to which the Company intends to complete a private placement of Common Stock (as the Purchaser no longer holds any described in Schedule 2.1(c) hereto); (ii) issuance of the Securities, in the event the Company issues or sells any Underlying Shares; (iii) shares of Common Stock deemed to have been issued by the Company in connection with any contract, plan or agreement which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating may be issued to any sale employee, officer, director or issuance consultant of the Company; (iv) shares of Common Stock issuable upon the exercise of any options or Common Stock Equivalents, warrants outstanding on the date hereof and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance listed in Schedule 2.1(c) hereto; (v) shares of Common Stock issued or deemed to have been issued in a Strategic Venture (as defined below); or (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the “Transaction Documents”)Company of a division, then at assets or business (or stock constituting any portion thereof) from another person, if the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as Company agrees to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice issue Securities prior to the Company with respect to such more favorable terms or conditions). Promptly following a request first anniversary of the Tranche A Closing Date at an effective price per share of less than an amount equal to the CompanyConversion Price (as defined in the Debentures) of the Debentures as of the date hereof and Debentures are still then outstanding (a "Future Financing"), the Company shall provide by 5:00 p.m. (New York time) on the third (3rd) Trading Day after the decision to issue the Securities has been made, written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser with all executed transaction documents relating shall have the pro rata right to purchase, on the same terms as the Future Financing, an amount of Securities not to exceed the sum of (i) the number of Securities which may be purchased by the amount of the then outstanding principal amount of and any interest owing on such sale or issue Purchaser's Debenture and (ii) the number of Securities which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of shares of Common Stock underlying the Warrant. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or Common Stock Equivalentsprior to the fifth (5th) Trading Day after the Purchaser has received the Future Financing Notice. In the event one or more Purchasers elects not to exercise its rights granted hereby, the Company shall deliver acknowledgment permit those Purchasers electing to exercise the right granted under this Section 3.9 to purchase, on a basis equal to its percentage ownership of such automatic amendment the then aggregate outstanding principal of the Debentures, the sum of the number of Securities that the other Purchaser(s) were eligible to Purchase, if they had exercised their right hereunder. Those Purchasers desiring to purchase additional Securities must notify the Transaction Documents Company of their intention to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) do so within three (3) business days Trading Days after the Company has informed the Purchasers of Company’s receipt their right to purchase additional Securities. Within five (5) Trading Days of request from Purchaser (the “Deadline”)termination of the final notice period, provided that Company’s failure to timely provide the Acknowledgement transactions contemplated by this Section 3.9 shall not affect close and the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay tender to the each Purchaser $1,000.00 per day in cash, for each day beyond the Deadline certificates representing that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day number of the month following Securities that it agreed to purchase and the month in which it has accrued or, at Purchasers shall make payment for the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.entire purchase price in

Future Financings. From Notwithstanding the terms of Section 4(o) contained herein, from the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and if the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreementthe Transaction Documents, Note or any document provided by the Purchaser upon notice to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”)by such Purchaser, then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser Purchasers the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (( the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the NoteAcknowledgement.

Future Financings. From (a) Provided that the Offering has been completed on the Closing Date, the Corporation hereby grants to the Lead Agent the right to be appointed and to act as sole lead agent with respect to any and all financings undertaken by the Corporation within the 12 month period beginning on the Closing Date and ending at 5:00 p.m. (Toronto time) on the first anniversary of the Closing Date and effected by way of the issue of equity or equity based securities including securities exchangeable or convertible into equity or equity based securities of the Corporation (for the purposes of this subsection (a “Financing”)) publicly announced or otherwise determined to be proceeded with, which right shall be on the following terms and conditions: (i) if at any time the Corporation intends to publicly announce or otherwise determines to proceed with a Financing (or a transaction as a result of which the Corporation anticipates that it will publicly announce or otherwise determine to proceed with a Financing), the Corporation shall prior to such announcement or determination to proceed give written notice to the Lead Agent of such intention, which notice shall contain the material terms of the Financing, including (A) the size (or range of sizes) of the Financing; (B) the price (or range of prices) at which the Corporation proposes that the Financing be conducted (or the basis upon which the Financing will be priced, if the price or range of prices of the Financing is not then known), (C) the commission or other consideration (or range thereof) to be paid in connection with the Financing, (D) whether the Financing is to be on a best efforts, underwritten or “bought deal” basis; and (E) the terms and conditions of the securities proposed to be offered pursuant to the Financing; (ii) within five Business Days of receipt of such notice, the Lead Agent shall elect in writing to (A) commit to undertake the Financing on the terms and conditions set out in such notice, provided that any one or more of such terms or conditions may be amended by mutual agreement between the Lead Agent and the Corporation, failing which the Lead Agent shall be deemed to have elected to waive the rights thereof, as contemplated in the following paragraph, or (B) waive any rights which the Lead Agent has hereunder in respect of that Financing only, whereupon the Corporation shall be relieved of all of the obligations hereunder in respect of that Financing only, provided that that Financing is publicly announced or an engagement letter with respect to the Financing is executed by the Corporation within 14 days after the date hereof until such time as the Purchaser no longer holds any of the Securitiesnotice; and (iii) for greater certainty, the obligations of the Corporation to the Lead Agent in respect of the Financing shall be revived, notwithstanding a waiver or deemed waiver by the Lead Agent, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable Corporation proposes to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with amend the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with Financing or the terms of compensation to the Noteagent or agents or underwriter or underwriters for the Financing, in either case in a manner which could reasonably be expected to cause the Lead Agent to reconsider the waiver or deemed waiver thereby.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note the Note, the Warrant or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 100.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note. Notwithstanding the foregoing, an offering pursuant to an equity line arrangement and any related registration statement and an offering on Form 1-A (Regulation A Offering) shall be excepted from this Section 4(m).

Future Financings. From Subject to the date hereof until terms hereinafter provided, the Corporation hereby grants a right to the Agent to participate with a significant title in the Corporation’s future equity financings on such time terms as the Purchaser no longer holds any Corporation and the Agent may mutually agree upon, in each of the Securitiesofferings. For the purposes of this agreement, in the event the Company issues or sells any shares “equity financings” shall include all offerings of Common Stock Shares or securities directly or indirectly convertible into or exercisable exchangeable for Common Stock Shares. The Corporation covenants and agrees that it will give not less than five (“Common Stock Equivalents”5 ) Business Days notice in writing to the Agent of any decision made by the Corporation to effect, complete, or amends the transaction documents relating enter into any agreement to any sale effect or issuance of Common Stock or Common Stock Equivalentscomplete an equity financing, and to provide the Purchaser reasonably believes Agent the right, during the five (5) Business Days, to agree with the Corporation on the terms of the Agent’s engagement to participate in such equity financing. If the Agent does not exercise its rights hereunder, or if the Corporation and the Agent are unable to agree upon the terms of the proposed equity financing within such five (5) Business Days, then the Corporation may, for a period of 60 days, proceed with the equity financing through any other agent or underwriter, as the case may be, without the Agent’s participation, provided that the terms and conditions thereunder of such equity financing are not more favorable favourable to any such investors agent or underwriter and/or more favourable to any investor or subscriber of the securities to be offered pursuant to the proposed equity financing, as the case may be, than the terms and conditions granted under this Agreement, Note or any document provided proposed in writing by the Purchaser Corporation to the Company relating Agent or offered by the agent to any sale the Corporation. The right of participation granted by the Corporation to the Agent in this Section 20 shall terminate on the earliest of: (i) November 15, 2006; (ii) the date that the Corporation completes a Going Public Transaction (as defined in the Agent’s Warrant certificate); (iii) in the event that the Agent fails to exercise its right of participation hereunder or issuance if the Corporation and the Agent are unable to agree upon the terms and conditions of Common Stock (the “Transaction Documents”)proposed equity financing and, then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubtin either case, the Purchaser shall not Corporation completes such proposed equity financing with another agent or underwriter, as applicable; and (iv) the date on which Xxxx X. Xxxxx ceases to be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance employed with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the NoteAgent.

Future Financings. From As long as any Shares are outstanding, except for (i) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (ii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof until such time as and listed in Schedule 2.1(c) hereto; or (iii) shares of Common Stock issued in connection with the Purchaser no longer holds any Company's merger transactions with Insurdata Incorporated, Provident or a subsidiary of the SecuritiesProvident, in the event if the Company issues or sells any agrees to issue shares of Common Stock or other securities directly or indirectly convertible into or exchangeable or exercisable for Common Stock (“Common Stock Equivalents”any of (i), (ii) or amends (iii), the transaction documents relating to any sale or issuance "New Security") at an effective price per share of Common Stock which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock Equivalents, and at a price which may change with the Purchaser reasonably believes that market price of the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock Stock) than $15.00 per share (the “Transaction Documents”a "Future Financing"), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Business Day (as defined below) after the decision to Purchaser issue the New Security has been made, written notice of the Future Financing containing in form reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and substance reasonably satisfactory (iii) the Person with whom such Future Financing shall be effected, and attached to the Purchaser which shall be a term sheet or similar document relating thereto (the “Acknowledgment”) within three "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to based on the principal amount of the NoteShares held by such Purchaser relative to the aggregate principal amount of Shares purchased hereunder) to purchase, in on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the aggregate investment by such Purchaser hereunder. In the event interest shall accrue thereon in accordance with a Purchaser desires to exercise the right granted under this Section 3.15, such Purchaser must notify the Company on or prior to the fifth (5th) Business Day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Note Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the five (5) Business Days period following delivery of such additional new notice to purchase its pro rata share (based on the Purchaser's percentage of the principal amount such Purchaser's investment hereunder) of the New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall be convertible into Common Stock in accordance with apply to successive amendments to the terms and conditions of any proposed Future Financing. At the Noteclosing for such Future Financing, the transactions contemplated by this Section 3.15 shall close, subject to the completion of mutually satisfactory documentation, and the Company shall tender to each Purchaser certificates representing the New Securities that it agreed to purchase and the Purchasers shall make payment for the entire purchase price in immediately available funds at the closing of such sale.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and if the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreementthe Transaction Documents, Note or any document provided by the Purchaser upon notice to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”)by such Purchaser, then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser Purchasers the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (( the “Acknowledgment”) within three (3) business days of Company’s 's receipt of request from Purchaser (the “Deadline”), provided that Company’s 's failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the NoteAcknowledgement.

Future Financings. From Except for (i) those transactions contemplated by the date hereof until such time Company and Rose Xxxx Xxxital Management, L.P. and certain other investors pursuant to which the Company intends to complete a private placement of Common Stock (as the Purchaser no longer holds any described in Schedule 2.1(c) hereto); (ii) issuance of the Securities, in the event the Company issues or sells any Underlying Shares; (iii) shares of Common Stock deemed to have been issued by the Company in connection with any contract, plan or agreement which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating may be issued to any sale employee, officer, director or issuance consultant of the Company; (iv) shares of Common Stock issuable upon the exercise of any options or Common Stock Equivalents, warrants outstanding on the date hereof and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance listed in Schedule 2.1(c) hereto; (v) shares of Common Stock issued or deemed to have been issued in a Strategic Venture (as defined below); or (vi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the “Transaction Documents”)Company of a division, then at assets or business (or stock constituting any portion thereof) from another person, if the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as Company agrees to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice issue Securities prior to the Company with respect to such more favorable terms or conditions). Promptly following a request first anniversary of the Tranche A Closing Date at an effective price per share of less than an amount equal to the CompanyConversion Price (as defined in the Debentures) of the Debentures as of the date hereof and Debentures are still then outstanding (a "Future Financing"), the Company shall provide by 5:00 p.m. (New York time) on the third (3rd) Trading Day after the decision to issue the Securities has been made, written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser with all executed transaction documents relating shall have the pro rata right to purchase, on the same terms as the Future Financing, an amount of Securities not to exceed the sum of (i) the number of Securities which may be purchased by the amount of the then outstanding principal amount of and any interest owing on such sale or issue Purchaser's Debenture and (ii) the number of Securities which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of shares of Common Stock underlying the Warrant. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or Common Stock Equivalentsprior to the fifth (5th) Trading Day after the Purchaser has received the Future Financing Notice. In the event one or more Purchasers elects not to exercise its rights granted hereby, the Company shall deliver acknowledgment permit those Purchasers electing to exercise the right granted under this Section 3.9 to purchase, on a basis equal to its percentage ownership of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to then aggregate outstanding principal of the Purchaser (Debentures, the “Acknowledgment”) within three (3) business days sum of Company’s receipt the number of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline Securities that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.other Purchaser(s) were eligible to

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (( the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such Such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms terns of the Note.

Future Financings. From the date hereof until such If Seller, at any time so long as the Purchaser no longer holds any of the SecuritiesNote is outstanding, in the event the Company issues intends to issue or sells sell any shares of Common Stock capital stock, debt securities or securities directly or indirectly convertible into into, exchangeable for or exercisable for Common Stock shares of capital stock or debt securities (“Common Stock Equivalents”a "Financing"), Seller shall give Purchaser written notice (the "Offer") or amends of its intent to engage in a Financing, specifying its basic terms and conditions. If Purchaser gives notice to Seller, specifying Purchaser's basic terms and conditions, of its intent to provide Financing on a basis materially similar to the transaction documents relating proposal set forth in the Offer within five (5) business days after receipt of the Offer (a "Financing Notice"), then Seller shall be obligated to any sale or issuance consummate the Financing only with Purchaser and Purchaser shall be obligated to provide the financing at the time committed by the third party whose commitment gave rise to the Offer. If Purchaser does not within five (5) business days after receipt of Common Stock or Common Stock Equivalentsthe Offer give to Seller a Financing Notice, Purchaser shall be deemed to have waived their rights to provide the Financing under this Section, and Seller may thereafter obtain such Financing from a third party or parties if such third party Financing is on the Purchaser reasonably believes that the same basic terms and conditions thereunder are more favorable to such investors as those set forth in the Offer. Any proposed Financing on terms materially different from those basic terms and conditions granted under in the Offer deemed waived by Purchaser shall require a new Offer and compliance by Seller with the provisions of this AgreementSection. Notwithstanding the foregoing, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser Seller shall not be required to provide any notice to comply with this Section in connection with: (i) the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide Purchaser with all executed transaction documents relating to any such issuance and sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment convertible securities in connection with any employee stock option plan, arrangement or agreement now or hereafter in effect; (ii) the issuance of such automatic amendment to capital stock of Seller upon exercise of the Transaction Documents Warrants or otherwise issued to Purchaser or their assigns; (iii) the issuance of capital stock upon exercise of any stock purchase warrant or option (other than the options referred to in form and substance reasonably satisfactory to clause (i) above) or other convertible security outstanding on the Purchaser date hereof or hereafter issued; (the “Acknowledgment”iv) within three a public offering of securities; or (3v) business days of Company’s receipt of request any loan from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Notea regular commercial lending source.

Future Financings. From At any time prior to the date hereof until such time as the Purchaser no longer holds any third anniversary of the Securities----------------- Closing Date, as long as shares of the Preferred Stock are outstanding, except for (i) Exempted Securities as defined in the event Certificate of Designation; or (ii) shares issued in a transaction registered under the Securities Act, if the Company issues or sells any agrees to issue shares of Common Stock or other securities directly or indirectly convertible into or exchangeable or exercisable for Common Stock (“the "New Security") while ------------ any shares of Preferred Stock are outstanding at an effective price per share which is less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock Equivalents”at a price which may change with the market price of the Common Stock) or amends than the transaction documents relating to any sale or issuance Conversion Price (as defined in the Certificate of Common Designation) of the shares of Preferred Stock or Common Stock Equivalents, and as of the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock date thereof (the “Transaction Documents”a "Future Financing"), then at the Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company shall provide to the Purchasers ---------------- by 5:00 p.m. (New York time) on or before the third (3/rd/) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future ----------------------- Financing Notice, each Purchaser with all executed transaction documents relating shall have the pro rata right (based on the purchase price of the shares of Preferred Stock held by such Purchaser relative to the aggregate purchase price of shares of Preferred Stock outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities (in addition to the New Securities being issued in the Future Financing) having a purchase price which shall not exceed the aggregate purchase price of the New Securities being issued in the Future Financing. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5/th/)Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any material respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such sale or issue of Common Stock or Common Stock Equivalents. Future Financing Notice relates, the Company shall deliver acknowledgment a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the two (2) Trading Days period following delivery of such automatic amendment new notice to purchase its pro rata share (based on the Purchaser's percentage of the aggregate purchase price of the outstanding shares of Preferred Stock such Purchaser owns) of the New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended, or to withdraw its election to exercise such right. The foregoing sentence shall apply to successive amendments to the Transaction Documents to Purchaser in form terms and substance reasonably satisfactory to conditions of any proposed Future Financing. At the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”)closing for such Future Financing, provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.the

Future Financings. From the date hereof until such time as as the Purchaser Note is no longer holds any of the Securitiesoutstanding, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such Such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder Purchaser by the first day of the month following the month in which it has accrued or, at the option of the HolderPurchaser, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at upon notice to the Company by such Purchaser’s option , the Transaction Documents shall be deemed automatically amended to be identical to the Transaction Documents so as to give the Purchaser the benefit of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, Company the Company shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably SPA – ASTI, T1, 2018-08-29 satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1,000.00 1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of the Note.