Common use of Most Favored Nation Clause in Contracts

Most Favored Nation. So long the Note and/or the Warrant are outstanding, upon any issuance by the Company of any new security, with any term that the Buyer reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided to the Buyer in the Note, the Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s option, shall become a part of the Note, Warrant or this Agreement, as applicable (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer elects to have the term become a part of the Note, Warrant or this Agreement, as applicable, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the Note and/or the this Warrant are is outstanding, upon any issuance by the Company of any new security, with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Holder reasonably believes was not similarly provided to the Buyer Holder in the Note, the this Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one three (13) business day Business Days of the issuance or amendment (as applicable) of the respective securitysecurity or if later, within three (3) Business Days of the Company providing holder written notice of the transaction accompanied by copies of the definitive transaction documents, and (ii) such term, at BuyerHolder’s option, shall become a part of the Note, this Warrant or this Agreement, as applicable (regardless of whether the Company or Holder complied with the notification provision of this SectionWarrant or the Purchase Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the Effective Price Per Share of an Offering. If Buyer Holder elects to have the term become a part of the Note, Warrant or this Agreement, as applicableWarrant, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day Business Day of Company’s receipt of request from Buyer Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the as this Note and/or the Warrant are is outstanding, upon any issuance by the Company of any new security, with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Holder reasonably believes was not similarly provided to the Buyer Holder in the this Note, the Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one (1) business day Business Day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at BuyerHolder’s option, shall become a part of the Note, Warrant or this Agreement, as applicable Note (regardless of whether the Company or Holder complied with the notification provision of this SectionNote or the Purchase Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the Effective Price Per Share of the Initial Public Offering. If Buyer Holder elects to have the term become a part of the this Note, Warrant or this Agreement, as applicable, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day Business Day of Company’s receipt of request from Buyer (the “Adjustment Deadline”)Holder, provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the this Note and/or the Warrant are is outstanding, upon any issuance by the Company of any new security, with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Holder reasonably believes was not similarly provided to the Buyer Holder in the this Note, the Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one three (13) business day Business Days of the issuance or amendment (as applicable) of the respective security, or if later, within three (3) Business Days of the Company providing holder written notice of the transaction accompanied by copies of the definitive transaction documents, and (ii) such term, at BuyerHolder’s option, shall become a part of the Note, Warrant or this Agreement, as applicable Note (regardless of whether the Company or Holder complied with the notification provision of this SectionNote or the Purchase Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the Effective Price Per Share of an Offering. If Buyer Holder elects to have the term become a part of the this Note, Warrant or this Agreement, as applicable, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day Business Day of Company’s receipt of request from Buyer Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long as the Note and/or the Warrant are is outstanding, upon any issuance by the Company or any of its subsidiaries of any new securitysecurity other than a security issued in an Exempt Issuance (as defined in the Note), with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided to the Buyer in the Note, the Warrant, Note or under this Agreement, then (i) the Holder Company shall notify the Company Buyer of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s option, shall become a part of the Note, Warrant or this Agreement, as applicable transaction documents with the Buyer (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer elects to have the term become a part of the Note, Warrant or this Agreement, as applicabletransaction documents with the Buyer, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the Note and/or the Warrant are is outstanding, upon any issuance by the Company of any new security, with any term that the Buyer reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided to the Buyer in the Note, the Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s option, shall become a part of the Note, Warrant Note or this Agreement, as applicable (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer elects to have the term become a part of the Note, Warrant Note or this Agreement, as applicable, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the Note and/or as any portion of the Warrant are is unexercised and outstanding, upon any issuance by the Company or any of its subsidiaries of any new security, with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Holder reasonably believes was not similarly provided to the Buyer Holder in the Note, the Warrant, or under this Agreementany other security of the Company held by the Holder, then (i) the Holder Company shall notify the Company Holder of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at BuyerHolder’s option, shall become a part of the Note, Warrant or this Agreement, as applicable transaction documents with the Holder (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, exercise discounts and original issue discountsprices or any other similar term. If Buyer Holder elects to have the term become a part of the Note, Warrant or this Agreement, as applicabletransaction documents with the Holder, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the as this Note and/or the Warrant are is outstanding, upon any issuance by the Company or any of its subsidiaries of any new security, with any term that the Buyer reasonably Holder believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer reasonably Holder believes was not similarly provided to the Buyer Holder in the this Note, the Warrant, or under this Agreement, then (i) the Holder Company shall notify the Company Holder of such additional or more favorable term within one (1) business day Business Day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s Holder's option, shall become a part of the Note, Warrant or this Agreement, as applicable Transaction Documents with the Holder (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, warrants, and original issue discounts. If Buyer Holder elects to have the term become a part of the Note, Warrant or this Agreement, as applicableTransaction Documents with the Holder, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “"Acknowledgment”") within one (1) business day Business Day of Company’s 's receipt of request from Buyer Holder (the “"Adjustment Deadline”"), provided that Company’s 's failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long as the Note and/or the Warrant Notes are outstanding, upon any issuance by the Company of any new security, with any term that the Buyer Purchasers reasonably believes believe is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Purchasers reasonably believes believe was not similarly provided to the Buyer holder of such security in the Note, the Warrant, or under this Agreementthese Transaction Documents, then (i) the Holder Purchaser shall notify the Company of such additional or more favorable term within one (1) business day Business Day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at BuyerPurchaser’s option, shall become a part of the Note, Warrant or this Agreement, as applicable Note (regardless of whether the Company or Holder the Purchaser complied with the notification provision of this Sectionthe Note). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the effective price per share. If Buyer the Purchaser elects to have the term become a part of the Note, Warrant or this Agreement, as applicable, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer (the “Acknowledgment”) Purchaser within one (1) business day Business Day of Company’s receipt of request from Buyer (the “Adjustment Deadline”)Purchaser, provided that Company’s failure to timely provide the Acknowledgement acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the Note and/or the Warrant are is outstanding, upon any issuance by the Company of any new security, with any term that the a Buyer reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided to the Buyer in the Note, the Warrant, Note or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s option, shall become a part of the Note, Warrant Note or this Agreement, as applicable (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If a Buyer elects to have the term become a part of the Note, Warrant Note or this Agreement, as applicable, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the Note and/or as any of the Warrant are is outstanding, upon any issuance by the Company or any of its subsidiaries of any new security, with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Holder reasonably believes was not similarly provided to the Buyer Holder in the Note, the Warrant, or under this Agreementany other security of the Company held by the Holder, then (i) the Holder Company shall notify the Company Holder of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at BuyerHolder’s option, shall become a part of the Note, Warrant or this Agreement, as applicable transaction documents with the Holder (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer Holder elects to have the term become a part of the Note, Warrant or this Agreement, as applicabletransaction documents with the Holder, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long as the Note and/or the Warrant Notes or Warrants are outstanding, upon any issuance by the Company of any new security, with any term that the Buyer Purchasers reasonably believes believe is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Purchasers reasonably believes believe was not similarly provided to the Buyer holder of such security in the Note, the Warrant, or under this Agreementthese Transaction Documents, then (i) the Holder Purchaser shall notify the Company of such additional or more favorable term within one (1) business day Business Day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at BuyerPurchaser’s option, shall become a part of the Note, Warrant or this AgreementNote and/or the Warrant, as applicable (regardless of whether the Company or Holder the Purchaser complied with the notification provision of this SectionAgreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the effective price per share. If Buyer the Purchaser elects to have the term become a part of the Note, Warrant or this Agreement, as applicableNote and/or the Warrant, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Purchaser (the “Acknowledgment”) within one (1) business day Business Day of Company’s receipt of request from Buyer (the “Adjustment Deadline”)Purchaser, provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long as any of the Note and/or the Warrant Securities are outstanding, upon any issuance by the Company or any of its subsidiaries of any new security, with any term that the Buyer reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided to the Buyer in the Note, the Warrant, or under this Agreement, then (i) the Holder Company shall notify the Company Buyer of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s option, shall become a part of the Note, Warrant or this Agreement, as applicable transaction documents with the Buyer (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer elects to have the term become a part of the Note, Warrant or this Agreement, as applicabletransaction documents with the Buyer, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long as the Note and/or or the Warrant are outstanding, upon any issuance by the Company of any new security, with any term that the Buyer reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided to the Buyer in the Note, the Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s option, shall become a part of the Note, Warrant or this Agreement, as applicable (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer elects to have the term become a part of the Note, Warrant or this Agreement, as applicable, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the Note and/or the this Warrant are is outstanding, upon any issuance by the Company of any new security, with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Holder reasonably believes was not similarly provided to the Buyer Holder in the Note, the this Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one three (13) business day Business Days of the issuance or amendment (as applicable) of the respective securitysecurity or if later, within three (3) Business Days of the Company providing holder written notice of the transaction accompanied by copies of the definitive transaction documents, and (ii) such term, at BuyerHolder’s option, shall become a part of the Note, this Warrant or this Agreement, as applicable (regardless of whether the Company or Holder complied with the notification provision of this SectionWarrant or the Purchase Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the Effective Price Per Share of an Offering. If Buyer Holder elects to have the term become a part of the Note, Warrant or this Agreement, as applicableWarrant, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day Business Day of Company’s receipt of request from Buyer Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.]

Most Favored Nation. So long as any of the Note and/or the Warrant Securities are outstanding, upon any issuance by the Company or any of its subsidiaries of any new security, with any term that the Buyer reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided to the Buyer in the Note, the Warrant, or under this Agreement, then (i) the Holder Company shall notify the Company Buyer of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s option, shall become a part of the Note, Warrant or this Agreement, as applicable transaction documents with the Buyer (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer elects to have the term become a part of the Note, Warrant or this Agreement, as applicabletransaction documents with the Buyer, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long as any of the Note and/or the Warrant Notes are outstanding, upon any issuance by the Company or any of its Subsidiaries of any new security, with any term that the Buyer Lead Investor reasonably believes is more favorable to the holder of such security as compared to a holder of Notes or with a term in favor of the holder of such security that the Buyer Lead Investor reasonably believes believe was not similarly provided to the Buyer Investors in the Note, the WarrantNotes, or under this Agreement, then (i) the Holder Company shall notify the Company each Investor of such additional or more favorable term within one five (15) business day days of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s optionthe option of the Lead Investor, shall become a part of the Note, Warrant or this Agreement, as applicable Transaction Documents (regardless of whether the Company or Holder complied with the notification provision of this Section). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer the Lead Investor elects to have the term become a part of the Note, Warrant or this Agreement, as applicableTransaction Documents, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Investor (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer Investor (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long If this Warrant is outstanding and within the Note and/or 24-month period following the Warrant are outstandingClosing of the Merger, upon any issuance by the Company of any new security, with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Holder reasonably believes was not similarly provided to the Buyer Holder in the Note, the this Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one (1) business day Business Day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at BuyerHolder’s option, shall become a part of the Note, this Warrant or this Agreement, as applicable (regardless of whether the Company or Holder complied with the notification provision of this SectionWarrant or the Purchase Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the Effective Price Per Share of an Offering. If Buyer Holder elects to have the term become a part of the Note, Warrant or this Agreement, as applicableWarrant, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day Business Day of Company’s receipt of request from Buyer Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. This Section 3(g) shall not apply to any Exempt Issuance.

Most Favored Nation. (i) So long as any of the Note and/or the Warrant Securities are outstanding, upon any issuance by the Company or any of its Subsidiaries of any new securitySpecified Securities with an aggregate Initial Value of less than $250,000, with any term that Favorable Term (even if it’s only upon a default), then (A) the Buyer reasonably believes is more favorable to the holder of such security or with Company shall provide a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided notice (“Issuance Notice”) to the Buyer in the Note, the Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term Favorable Term within one (1) business day of the issuance or amendment (as applicable) of the respective securitySpecified Security, and (iiB) such termthe Buyer by notice (“MFN Exercise Notice”) that is delivered not later than 5 business days after the Issuance Notice, at Buyer’s option, my require that the Note shall become a part be revised to provide the that the Note shall have the terms of the Note, Warrant or this Agreement, as applicable Specified Security with more Favorable Terms pro rata on the amount of net cash proceeds to the Company under the Note (regardless of whether the Company or Holder complied with the notification provision of this Sectionobligation to deliver the Issuance Notice). The types of terms contained in another security that may be more favorable Favorable to the holder of such security Specified Security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer elects . (ii) On any issuance of Specified Securities with an Initial Value of $250,000 or more, the obligation to have provide more Favorable Terms to the term become a part holder of the Note, Warrant or this Agreement, as applicable, then the Company Note shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory be limited to the Buyer (Conversion Price that the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer (Note may be converted into equity in accordance with the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated herebyNote.

Most Favored Nation. So long as the Note and/or the Warrant Notes are outstanding, upon any issuance by the Company of any new security, with any term that the Buyer Purchasers reasonably believes believe is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Purchasers reasonably believes believe was not similarly provided to the Buyer holder of such security in the Note, the Warrant, or under this Agreementthese Transaction Documents, then (i) the Holder Purchaser shall notify the Company of such additional or more favorable term within one (1) business day Business Day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at BuyerPurchaser’s option, shall become a part of the Note, Warrant or this Agreement, as applicable Note (regardless of whether the Company or Holder the Purchaser complied with the notification provision of this SectionAgreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the effective price per share. If Buyer the Purchaser elects to have the term become a part of the Note, Warrant or this Agreement, as applicable, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Purchaser (the “Acknowledgment”) within one (1) business day Business Day of Company’s receipt of request from Buyer (the “Adjustment Deadline”)Purchaser, provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long The Company hereby represents and warrants as of the Note and/or date hereof and covenants and agrees from and after the Warrant are outstanding, upon date hereof that none of the terms offered to any issuance by the Company Preferred Stock Holder with respect to any waiver of any new security, with terms of any term that Preferred Stock Purchase Agreement or any Certificate of Designation relating to the Buyer reasonably believes Voluntary Conversion Transaction (each a “Waiver Document”) is or will be more favorable to such Preferred Stock Holder than the holder terms of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided this Agreement are to the Buyer in undersigned Preferred Stock Holders. If, and whenever on or after the Notedate hereof, the Warrant, or under this AgreementCompany enters into a Waiver Document, then (i) the Holder Company shall notify provide written notice thereof to the Company of such additional or more favorable term within one (1) business day undersigned Preferred Stock Holders immediately following the occurrence thereof and provide copies of the issuance or amendment (as applicable) of the respective security, transaction documents with respect to such Waiver Document and (ii) and, unless the undersigned Preferred Stock Holders otherwise notify the Company in writing, this Agreement shall be, without any further action by the undersigned Preferred Stock Holders or the Company, deemed amended and modified in an economically and legally equivalent manner solely such term, at Buyer’s option, that the undersigned Preferred Stock Holders shall become a part receive the benefit of the Note, Warrant or this Agreement, as applicable more favorable (regardless of whether and only the Company or Holder complied with the notification provision of this Section). The types of more favorable) terms contained in another security that may be more favorable any such Waiver Document. Notwithstanding the foregoing, the Company agrees, at its expense, to the holder of take such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer elects other actions (such as entering into amendments to have the term become a part of the Note, Warrant or this Agreement, ) as applicable, then the Company undersigned Preferred Stock Holders may reasonably request to further effectuate the foregoing. The provisions of this Section 9 shall immediately deliver acknowledgment of such adjustment in form apply similarly and substance reasonably satisfactory equally to the Buyer (the “Acknowledgment”) within one (1) business day of Company’s receipt of request from Buyer (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated herebyeach Waiver Document.

Most Favored Nation. So long the as this Note and/or the Warrant are is outstanding, upon any issuance by the Company of any new security, with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Holder reasonably believes was not similarly provided to the Buyer Holder in the this Note, the Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one (1) business day Business Day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at BuyerHolder’s option, shall become a part of the Note, Warrant or this Agreement, as applicable Note (regardless of whether the Company or Holder complied with the notification provision of this SectionNote or the Purchase Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the Effective Price Per Share of the Initial Public Offering. If Buyer Holder elects to have the term become a part of the this Note, Warrant or this Agreement, as applicable, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day Business Day of Company’s receipt of request from Buyer (the “Adjustment Deadline”)Xxxxxx, provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Most Favored Nation. So long the Note and/or the this Warrant are is outstanding, upon any issuance by the Company of any new security, with any term that the Buyer Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Buyer Holder reasonably believes was not similarly provided to the Buyer Holder in the Note, the this Warrant, or under this Agreement, then (i) the Holder shall notify the Company of such additional or more favorable term within one (1) business day Business Day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at BuyerHolder’s option, shall become a part of the Note, this Warrant or this Agreement, as applicable (regardless of whether the Company or Holder complied with the notification provision of this SectionWarrant or the Purchase Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts, prepayment rate, conversion or exercise lookback periods, interest rates, and original issue discountsdiscounts to the Effective Price Per Share of an Offering. If Buyer Holder elects to have the term become a part of the Note, Warrant or this Agreement, as applicableWarrant, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer Holder (the “Acknowledgment”) within one (1) business day Business Day of Company’s receipt of request from Buyer Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.