Common use of Notice of Right Clause in Contracts

Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor shall have fifteen (15) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a) and, subject to the limits described in this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)), for the price and upon the terms specified in the notice, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that a Fully Exercising Investor's notice includes notice of such Fully Exercising Investor's intent to purchase additional New Securities, should not all Investors choose to purchase their Pro Rata Portion set forth in subsection 2.1(a) (such number of New Securities, which Investors have the right, but elect not, to purchase hereunder is referenced as the "Unsubscribed Shares"), each such Fully Exercising Investor shall be entitled to purchase that number of Unsubscribed Shares equal to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that (x) the sum of the number of shares of the Company's Common Stock held by the Fully Exercising Investor or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by such Fully Exercising Investor bears to (y) the sum of the number of shares of the Company's Common Stock held by all Fully Exercising Investors or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by all Fully Exercising Investors. For the sake of clarity, the maximum amount of the New Securities that the Investors have the right hereunder to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securities.

Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor The Investors shall have fifteen twenty (1520) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred Pro Rata Portion computed pursuant to in subsection 2.1(a) and, subject to the limits described in this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)Section 2.1), for the price and upon the terms specified in the notice, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If any Investor does not indicate an interest in purchasing any such Investor’s full Pro Rata Portion of such New Securities by the end of the 20-day period, the Company shall give notice of any remaining available New Securities (the “Overallotment Notice”) to each of the other Investors who has elected to purchase its full Pro Rata Portion (the “Electing Holders”). Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Electing Holders shall then have ten (10) days from the date such Overallotment Notice was given to provide the Company with written notice of their election to purchase some or all of the New Securities subject to the Overallotment Notice. In the event that a Fully Exercising Investor's notice includes notice the number of such Fully Exercising Investor's intent additional New Securities the Electing Holders elect to purchase additional (the “Oversubscribing Holders”) exceeds the number of available New Securities, should not all Investors choose to purchase their Pro Rata Portion set forth in subsection 2.1(a) (such the number of additional New Securities, which Investors have the right, but elect not, to purchase hereunder is referenced as the "Unsubscribed Shares"), each such Fully Exercising Investor Securities shall be entitled to purchase that number of Unsubscribed Shares equal to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is apportioned ratably amongst the ratio that (x) the sum of Oversubscribing Holders based on the number of shares of the Company's Common Stock held by the Fully Exercising Investor or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Common Stock (on an as-converted to Common Stock basis) then held by each such Fully Exercising Investor bears to (y) the sum of the number of shares of the Company's Common Stock held by all Fully Exercising Investors or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by all Fully Exercising Investors. For the sake of clarity, the maximum amount of the New Securities that the Investors have the right hereunder to purchase shall not exceed the Aggregate Pro Rata Portion of the New SecuritiesOversubscribing Holder.

Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor RFO Holder written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor The RFO Holders shall have fifteen (15) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a) and, subject to the limits described in this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)Subsection 3.1), for the price and upon the terms specified in the notice, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that a Fully Exercising Investor's notice includes notice of If any RFO Holders do not indicate an interest in purchasing any such Fully Exercising Investor's intent to purchase additional New Securities, should not all Investors choose to purchase their RFO Holder’s full Pro Rata Portion set forth in subsection 2.1(aof such New Securities by the end of the 15-day period, the Company shall give notice of any remaining available New Securities (the “Overallotment Notice”) (such number to each of New Securities, which Investors have the right, but elect not, other RFO Holders who has elected to purchase hereunder is referenced as its full Pro Rata Portion (the "Unsubscribed Shares"“Electing Holders”), each . Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Electing Holders shall then have a right of overallotment such Fully Exercising Investor that they shall be entitled have ten (10) days from the date such Overallotment Notice was given to purchase that number of Unsubscribed Shares equal indicate an interest to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that (x) the sum of increase the number of shares of New Securities they may purchase pursuant to this Section 3, in an aggregate amount of up to the Company's Common Stock held by number of remaining available shares of New Securities which, if necessary, shall be apportioned pro rata on the Fully Exercising Investor or issuable upon conversion basis of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by such Fully Exercising Investor bears to (y) the sum of proportion that the number of shares of the Company's Common Stock held by all Fully Exercising Investors or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Prime Preferred Stock and Series A-6 Common Stock then held by each such Electing Holder who elects to increase the number of shares of New Securities it proposes to purchase bears to the number of shares of Prime Preferred Stock and Common Stock then held by all Fully Exercising Investors. For such Electing Holders who elect to increase the sake number of clarity, the maximum amount shares of the New Securities that the Investors have the right hereunder they propose to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securitiespurchase.

Notice of Right. In The Company shall give written notice of the event the Company proposes to undertake an proposed issuance of New Securities to each Major Investor not later than twenty (20) days prior to issuance. Such notice shall contain all material terms and conditions of the issuance and of the New Securities, it shall give each . Each Major Investor written notice may elect to exercise all or any portion of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor shall have fifteen (15) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a) and, subject to the limits described in rights under this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)), for the price and upon the terms specified in the notice, Section 2.1 by giving written notice to the Company and within fifteen (15) days after the Company’s notice stating therein the quantity of New Securities such Major Investor intends to be purchasedpurchase. In If the event that a Fully Exercising Investor's notice includes notice of such Fully Exercising Investor's intent to purchase additional New Securities, should not all Investors choose to purchase their Pro Rata Portion set forth in subsection 2.1(a) (such number of New Securities, which Investors have the right, but elect not, to purchase hereunder is referenced as the "Unsubscribed Shares"), each such Fully Exercising Investor shall be entitled to purchase that number of Unsubscribed Shares equal to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that (x) the sum of the number of shares of the Company's Common Stock held consideration paid by the Fully Exercising Investor or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by such Fully Exercising Investor bears to (y) the sum of the number of shares of the Company's Common Stock held by all Fully Exercising Investors or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by all Fully Exercising Investors. For the sake of clarity, the maximum amount of others for the New Securities is not cash, the value of the consideration shall be determined in good faith by the Company’s Board of Directors, and any electing Major Investor that cannot for any reason pay for the Investors New Securities in the form of non-cash consideration may pay the cash equivalent thereof, as determined by the Board of Directors. Each Major Investor shall have a right of overallotment such that, if any other Major Investor fails to exercise the right hereunder to purchase shall not exceed the Aggregate its full Pro Rata Portion of the New Securities, the fully participating Major Investors may, before the date ten (10) days following the expiration of the fifteen (15) day period set forth above, exercise an additional right to purchase, on a pro rata basis (based upon the number of shares of Series C Preferred Stock and Series C-1 Preferred Stock such fully participating Major Investors hold relative to one another), the New Securities not previously purchased by so notifying the Company, in writing, within such ten (10) day period. Subject to compliance with applicable securities laws (including, without limitation, that any Person to whom an apportionment is proposed to be made is an “accredited investor” as that term is defined in Rule 501(a) of the Securities Act if such proposed issuance of New Securities is proposed to be made only to accredited investors), each Major Investor shall be entitled to apportion New Securities to be purchased among its partners and Affiliates, provided that (i) such Major Investor notifies the Company of such allocation, (ii) such partner or Affiliate is not directly or indirectly a supplier, customer or competitor of the Company or any of the Company’s subsidiaries and (iii) such apportionment, when taken together with all other allocations by the other Major Investors, would not result in the Company being required to file reports with the Commission pursuant to 13(g) of the Exchange Act.

Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor RFO Holder written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor The RFO Holders shall have fifteen (15) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a) and, subject to the limits described in this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)Section 2.1), for the price and upon the terms specified in the notice, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that a Fully Exercising Investor's notice includes notice of If any RFO Holders do not indicate an interest in purchasing any such Fully Exercising Investor's intent to purchase additional New Securities, should not all Investors choose to purchase their RFO Holder’s full Pro Rata Portion set forth in subsection 2.1(aof such New Securities by the end of the 15-day period, the Company shall give notice of any remaining available New Securities (the “Overallotment Notice”) (such number to each of New Securities, which Investors have the right, but elect not, other RFO Holders who has elected to purchase hereunder is referenced as its full Pro Rata Portion (the "Unsubscribed Shares"“Electing Holders”), each . Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Electing Holders shall then have a right of overallotment such Fully Exercising Investor that they shall be entitled have ten (10) days from the date such Overallotment Notice was given to purchase that number of Unsubscribed Shares equal indicate an interest to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that (x) the sum of increase the number of shares of New Securities they may purchase pursuant to this Section 2, in an aggregate amount of up to the Company's Common Stock held by number of remaining available shares of New Securities which, if necessary, shall be apportioned pro rata on the Fully Exercising Investor or issuable upon conversion basis of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by such Fully Exercising Investor bears to (y) the sum of proportion that the number of shares of the Company's Common Stock held by all Fully Exercising Investors or issuable (assuming conversion of any securities convertible into Common Stock, but not including Common Stock acquired other than upon conversion of Preferred Stock or options or warrants to acquire Common Stock) then held by each such Electing Holder who elects to increase the Series B-1 Preferred number of shares of New Securities it proposes to purchase bears to the number of shares of Common Stock (assuming conversion of any securities convertible into Common Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 but not including Common Stock acquired other than upon conversion of Preferred Stock and Series A-6 Preferred Stock or options or warrants to acquire Common Stock) then held by all Fully Exercising Investors. For such Electing Holders who elect to increase the sake number of clarity, the maximum amount shares of the New Securities that the Investors have the right hereunder they propose to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securitiespurchase.

Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor applicable RFO Holder written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor The applicable RFO Holders shall have fifteen (15) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a) and, subject to the limits described in this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)Section 2.1), for the price and upon the terms specified in the notice, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that a Fully Exercising Investor's notice includes notice of If any applicable RFO Holders do not indicate an interest in purchasing any such Fully Exercising Investor's intent to purchase additional New Securities, should not all Investors choose to purchase their applicable RFO Holder’s full Pro Rata Portion set forth in subsection 2.1(aof such New Securities by the end of the fifteen (15)-day period, the Company shall give notice of any remaining available New Securities (the “Overallotment Notice”) (such number to each of New Securities, which Investors have the right, but elect not, other applicable RFO Holders who has elected to purchase hereunder is referenced as its full Pro Rata Portion (the "Unsubscribed Shares"“Electing Holders”), each . Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Electing Holders shall then have a right of overallotment such Fully Exercising Investor that they shall be entitled have ten (10) days from the date such Overallotment Notice was given to purchase that number of Unsubscribed Shares equal indicate an interest to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that (x) the sum of increase the number of shares of New Securities they may purchase pursuant to this Section 2, in an aggregate amount of up to the Company's Common Stock held by number of remaining available shares of New Securities which, if necessary, shall be apportioned pro rata on the Fully Exercising Investor or issuable upon conversion basis of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by such Fully Exercising Investor bears to (y) the sum of proportion that the number of shares of Common Stock (on an as exercised basis with respect to outstanding warrants held by the Warrantholders pursuant to the terms of the warrants and, in the case of New Securities that are preferred stock of the Company's , on an as converted basis with respect to shares of Common Stock underlying outstanding Preferred Stock) then held by all Fully Exercising Investors or issuable upon conversion each such Electing Holder who elects to increase the number of shares of New Securities it proposes to purchase bears to the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred number of shares of Common Stock then held by all Fully Exercising Investors. For such Electing Holders who elect to increase the sake number of clarity, the maximum amount shares of the New Securities that the Investors have the right hereunder they propose to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securitiespurchase.

Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor RFO Holder written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor The RFO Holders shall have fifteen (15) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a) and, subject to the limits described in this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)Section 2.1), for the price and upon the terms specified in the notice, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that a Fully Exercising Investor's notice includes notice of If any RFO Holders do not indicate an interest in purchasing any such Fully Exercising Investor's intent to purchase additional New Securities, should not all Investors choose to purchase their RFO Holder’s full Pro Rata Portion set forth in subsection 2.1(aof such New Securities by the end of the 15-day period, the Company shall give notice of any remaining available New Securities (the “Overallotment Notice”) (such number to each of New Securities, which Investors have the right, but elect not, other RFO Holders who has elected to purchase hereunder is referenced as its full Pro Rata Portion (the "Unsubscribed Shares"“Electing Holders”), each . Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Electing Holders shall then have a right of overallotment such Fully Exercising Investor that they shall be entitled have ten (10) days from the date such Overallotment Notice was given to purchase that number of Unsubscribed Shares equal indicate an interest to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that (x) the sum of increase the number of shares of New Securities they may purchase pursuant to this Section 2, in an aggregate amount of up to the Company's Common Stock held by number of remaining available shares of New Securities which, if necessary, shall be apportioned pro rata on the Fully Exercising Investor or issuable upon conversion basis of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by such Fully Exercising Investor bears to (y) the sum of proportion that the number of shares of the Company's Common Stock held by all Fully Exercising Investors or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Common Stock then held by each such Electing Holder who elects to increase the number of shares of New Securities it proposes to purchase bears to the number of shares of Preferred Stock and Common Stock then held by all Fully Exercising Investors. For such Electing Holders who elect to increase the sake number of clarity, the maximum amount shares of the New Securities that the Investors have the right hereunder they propose to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securitiespurchase.

Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor RFO Holder written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor The RFO Holders shall have fifteen (15) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a) and, subject to the limits described in this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)Section 3.1), for the price and upon the terms specified in the notice, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that a Fully Exercising Investor's notice includes notice of If any RFO Holders do not indicate an interest in purchasing any such Fully Exercising Investor's intent to purchase additional New Securities, should not all Investors choose to purchase their RFO Holder’s full Pro Rata Portion set forth in subsection 2.1(aof such New Securities by the end of the 15-day period, the Company shall give notice of any remaining available New Securities (the “Overallotment Notice”) (such number to each of New Securities, which Investors have the right, but elect not, other RFO Holders who has elected to purchase hereunder is referenced as its full Pro Rata Portion (the "Unsubscribed Shares"“Electing Holders”), each . Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Electing Holders shall then have a right of overallotment such Fully Exercising Investor that they shall be entitled have ten (10) days from the date such Overallotment Notice was given to purchase that number of Unsubscribed Shares equal indicate an interest to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that (x) the sum of increase the number of shares of New Securities they may purchase pursuant to this Section 3, in an aggregate amount of up to the Company's Common Stock held by number of remaining available shares of New Securities which, if necessary, shall be apportioned pro rata on the Fully Exercising Investor or issuable upon conversion basis of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by such Fully Exercising Investor bears to (y) the sum of proportion that the number of shares of the Company's Common Stock held by all Fully Exercising Investors or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Prime Preferred Stock and Series A-6 Common Stock then held by each such Electing Holder who elects to increase the number of shares of New Securities it proposes to purchase bears to the number of shares of Prime Preferred Stock and Common Stock then held by all Fully Exercising Investors. For such Electing Holders who elect to increase the sake number of clarity, the maximum amount shares of the New Securities that the Investors have the right hereunder they propose to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securitiespurchase.

Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor applicable RFO Holder written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor The applicable RFO Holders shall have fifteen (15) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a) and, subject to the limits described in this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)Section 2.1), for the price and upon the terms specified in the notice, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that a Fully Exercising Investor's notice includes notice of If any applicable RFO Holders do not indicate an interest in purchasing any such Fully Exercising Investor's intent to purchase additional New Securities, should not all Investors choose to purchase their applicable RFO Holder’s full Pro Rata Portion set forth in subsection 2.1(aof such New Securities by the end of the fifteen (15)-day period, the Company shall give notice of any remaining available New Securities (the “Overallotment Notice”) (such number to each of New Securities, which Investors have the right, but elect not, other applicable RFO Holders who has elected to purchase hereunder is referenced as its full Pro Rata Portion (the "Unsubscribed Shares"“Electing Holders”), each . Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Electing Holders shall then have a right of overallotment such Fully Exercising Investor that they shall be entitled have ten (10) days from the date such Overallotment Notice was given to purchase that number of Unsubscribed Shares equal indicate an interest to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that (x) the sum of increase the number of shares of New Securities they may purchase pursuant to this Section 2, in an aggregate amount of up to the Company's Common Stock held by number of remaining available shares of New Securities which, if necessary, shall be apportioned pro rata on the Fully Exercising Investor or issuable upon conversion basis of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by such Fully Exercising Investor bears to (y) the sum of proportion that the number of shares of Common Stock (on an as exercised basis with respect to outstanding warrants held by the Warrantholders pursuant to the terms of such warrants and, in the case of New Securities that are preferred stock of the Company's , as if the Preferred Stock was redeemed with shares of Common Stock held by all Fully Exercising Investors or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 based on the Stated Value (as defined in the applicable Certificate of Designation) of such Preferred Stock and Series A-6 Preferred the fair market value of Common Stock as determined in good faith by the Board) then held by each such Electing Holder who elects to increase the number of shares of New Securities it proposes to purchase bears to the number of shares of Common Stock then held by all Fully Exercising Investors. For such Electing Holders who elect to increase the sake number of clarity, the maximum amount shares of the New Securities that the Investors have the right hereunder they propose to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securitiespurchase.