Common use of Other Investment Agreements Clause in Contracts

Other Investment Agreements. (a) Following the date hereof, none of the Company or its affiliates shall (i) terminate any Other Investment Agreement, (ii) amend any Other Investment Agreement or enter into an agreement in connection with any Other Investment Agreement or (iii) enter into any additional investment agreement, stock purchase agreement or similar agreement or arrangement with any other Person for the issuance of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Warrant pursuant to any Other Investment Agreement (any such document in the foregoing clauses (ii) or (iii), an “Investment Agreement Amendment”), in each case, without the prior consent of the Purchaser; provided that the consent of the Purchaser shall not be required in connection with any Investment Agreement Amendment that does not increase or reduce the amount of the investment by the other purchaser thereunder and that has the effect of establishing rights or otherwise benefiting any purchaser party to any Other Investment Agreement in a manner that is more favorable compared to the rights, benefits and obligations of Purchaser under this Agreement (it being understood that each Investment Agreement Amendment may differ with respect to (x) such other purchaser’s governance rights with respect to the Company (y) such other purchaser’s rights with respect to reimbursement of expenses, and (z) any provision necessary or advisable to consummate the transactions contemplated thereby arising out of or related to the identity of the other purchaser), so long as the Company agrees that the Purchaser shall also be entitled to the benefits of such provisions contained in such Investment Agreement Amendment. (b) If any Other Investment Agreement is terminated prior to the Closing or the Company, any affiliate of the Company enters into any Investment Agreement Amendment that may cause aggregate proceeds to the Company at Closing pursuant to this Agreement and the Other Investment Agreements to be less than the Aggregate Investment Amount or the Company has reasonable cause to believe that a party to any Other Investment Agreement will not fund in full their applicable investment amounts at the closing contemplated thereunder, the Company shall use its best efforts to enter into additional investment agreements or Investment Agreement Amendments that provide for proceeds to the Company in an amount, together with the Investment Amount and the proceeds from the Other Investment Agreements, greater than or equal to the Aggregate Investment Amount, and with a per share purchase price (or implied per share purchase price, in the case of convertible, exchangeable or derivative securities) of the Common Stock, Preferred Stock, warrants and/or other equity securities or other securities convertible into or exchangeable for equity securities of the Company purchased under such Other Investment Agreements that is not less than that of the Securities issued pursuant to this Agreement and that do not include provisions that are more favorable to the purchaser party thereto compared to the rights, benefits and obligations of the Purchaser under this Agreement and the other documents contemplated herein (other than differences with respect to (i) such other purchaser’s governance rights with respect to the Company and (ii) any provision necessary or advisable to consummate the transactions contemplated thereby arising out of or related to the identity of the other purchaser), unless the Company agrees that the Purchaser shall also be entitled to the benefits of such provisions contained in such additional investment agreement. (c) The Company shall use its best efforts (including to bring legal proceedings for specific performance) to fully enforce its rights against the Other Investors to cause the Other Investors to comply with their respective obligations under their applicable Other Investment Agreements (including, for the avoidance of doubt, to fund in full their applicable investment amounts at the Closing).

Other Investment Agreements. (a) Following the date hereof, none of the Company or its affiliates shall (i) terminate any Other Investment Agreement, (ii) amend any Other Investment Agreement or enter into an agreement in connection with any Other Investment Agreement or (iii) enter into any additional investment agreement, stock purchase agreement or similar agreement or arrangement with any other Person for the issuance of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Warrant Securities pursuant to any Other Investment Agreement (any such document in the foregoing clauses (ii) or (iii), an “Investment Agreement Amendment”), in each case, without the prior consent of the PurchaserPurchasers; provided that the consent of the Purchaser Purchasers shall not be required in connection with any Investment Agreement Amendment that does not increase or reduce the amount of the investment by the other purchaser thereunder and that has the effect of establishing rights or otherwise benefiting any purchaser party to any Other Investment Agreement in a manner that is more favorable compared to the rights, benefits and obligations of Purchaser the Purchasers under this Agreement (it being understood that each Investment Agreement Amendment may differ with respect to (x) such other purchaser’s governance rights with respect to the Company (y) such other purchaser’s rights with respect to reimbursement of expenses, and (z) any provision necessary or advisable to consummate the transactions contemplated thereby arising out of or related to the identity of the other purchaser), so long as the Company agrees that the Purchaser Purchasers shall also be entitled to the benefits of such provisions contained in such Investment Agreement Amendment. (b) If any Other Investment Agreement is terminated prior to the Closing or the Company, any affiliate of the Company enters into any Investment Agreement Amendment that may cause aggregate proceeds to the Company at Closing pursuant to this Agreement and the Other Investment Agreements to be less than the Aggregate Investment Amount or the Company has reasonable cause to believe that a party to any Other Investment Agreement will not fund in full their applicable investment amounts at the closing contemplated thereunder, the Company shall use its best efforts to enter into additional investment agreements or Investment Agreement Amendments that provide for proceeds to the Company in an amount, together with the Investment Amount and the proceeds from the Other Investment Agreements, greater than or equal to the Aggregate Investment Amount, and with a per share purchase price (or implied per share purchase price, in the case of convertible, exchangeable or derivative securities) of the Common Stock, Preferred Stock, warrants and/or other equity securities or other securities convertible into or exchangeable for equity securities of the Company purchased under such Other Investment Agreements that is not less than that of the Securities issued pursuant to this Agreement and that do not include provisions that are more favorable to the purchaser party thereto compared to the rights, benefits and obligations of the Purchaser Purchasers under this Agreement and the other documents contemplated herein (other than differences with respect to (i) such other purchaser’s governance rights with respect to the Company and (ii) any provision necessary or advisable to consummate the transactions contemplated thereby arising out of or related to the identity of the other purchaser), unless the Company agrees that the Purchaser Purchasers shall also be entitled to the benefits of such provisions contained in such additional investment agreement. (c) The Company shall use its best efforts (including to bring legal proceedings for specific performance) to fully enforce its rights against the Other Investors to cause the Other Investors to comply with their respective obligations under their applicable Other Investment Agreements (including, for the avoidance of doubt, to fund in full their applicable investment amounts at the Closing).

Other Investment Agreements. (a) Following the date hereof, none of the Company or its affiliates shall (i) terminate any Other Investment Agreement, (ii) amend any Other Investment Agreement or enter into an agreement in connection with any Other Investment Agreement or (iii) enter into any additional investment agreement, stock purchase agreement or similar agreement or arrangement with any other Person for the issuance of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Warrant Securities pursuant to any Other Investment Agreement (any such document in the foregoing clauses (ii) or (iii), an “Investment Agreement Amendment”), in each case, without the prior consent of the Purchaser; provided that the consent of the Purchaser shall not be required in connection with any Investment Agreement Amendment that does not increase or reduce the amount of the investment by the other purchaser thereunder and that has the effect of establishing rights or otherwise benefiting any purchaser party to any Other Investment Agreement in a manner that is more favorable compared to the rights, benefits and obligations of Purchaser under this Agreement (it being understood that each Investment Agreement Amendment may differ with respect to (x) such other purchaser’s governance rights with respect to the Company (y) such other purchaser’s rights with respect to reimbursement of expenses, and (z) any provision necessary or advisable to consummate the transactions contemplated thereby arising out of or related to the identity of the other purchaser), so long as the Company agrees that the Purchaser shall also be entitled to the benefits of such provisions contained in such Investment Agreement Amendment. (b) If any Other Investment Agreement is terminated prior to the Closing or the Company, any affiliate of the Company enters into any Investment Agreement Amendment that may cause aggregate proceeds to the Company at Closing pursuant to this Agreement and the Other Investment Agreements to be less than the Aggregate Investment Amount or the Company has reasonable cause to believe that a party to any Other Investment Agreement will not fund in full their applicable investment amounts at the closing contemplated thereunder, the Company shall use its best efforts to enter into additional investment agreements or Investment Agreement Amendments that provide for proceeds to the Company in an amount, together with the Investment Amount and the proceeds from the Other Investment Agreements, greater than or equal to the Aggregate Investment Amount, and with a per share purchase price (or implied per share purchase price, in the case of convertible, exchangeable or derivative securities) of the Common Stock, Preferred Stock, warrants and/or other equity securities or other securities convertible into or exchangeable for equity securities of the Company purchased under such Other Investment Agreements that is not less than that of the Securities issued pursuant to this Agreement and that do not include provisions that are more favorable to the purchaser party thereto compared to the rights, benefits and obligations of the Purchaser under this Agreement and the other documents contemplated herein (other than differences with respect to (i) such other purchaser’s governance rights with respect to the Company and (ii) any provision necessary or advisable to consummate the transactions contemplated thereby arising out of or related to the identity of the other purchaser), unless the Company agrees that the Purchaser shall also be entitled to the benefits of such provisions contained in such additional investment agreement. (c) The Company shall use its best efforts (including to bring legal proceedings for specific performance) to fully enforce its rights against the Other Investors to cause the Other Investors to comply with their respective obligations under their applicable Other Investment Agreements (including, for the avoidance of doubt, to fund in full their applicable investment amounts at the Closing).

Other Investment Agreements. (a) Following the date hereof, none of the Company or its affiliates shall (i) terminate any Other Investment Agreement, (ii) amend any Other Investment Agreement or enter into an agreement in connection with any Other Investment Agreement or (iii) enter into any additional investment agreement, stock purchase agreement or similar agreement or arrangement with any other Person for the issuance of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Warrant pursuant to any Other Investment Agreement (any such document in the foregoing clauses (ii) or (iii), an “Investment Agreement Amendment”), in each case, without the prior consent of the Purchaser; provided that the consent of the Purchaser shall not be required in connection with any Investment Agreement Amendment that does not increase or reduce the amount of the investment by the other purchaser thereunder and that has the effect of establishing rights or otherwise benefiting any purchaser party to any Other Investment Agreement in a manner that is more favorable compared to the rights, benefits and obligations of Purchaser under this Agreement (it being understood that each Investment Agreement Amendment may differ with respect to (x) such other purchaser’s governance rights with respect to the Company (y) such other purchaser’s rights with respect to reimbursement of expenses, and (z) any provision necessary or advisable to consummate the transactions contemplated thereby arising out of or related to the identity of the other purchaser), so long as the Company agrees that the Purchaser shall also be entitled to the benefits of such provisions contained in such Investment Agreement Amendment.that (b) If any Other Investment Agreement is terminated prior to the Closing or the Company, any affiliate of the Company enters into any Investment Agreement Amendment that may cause aggregate proceeds to the Company at Closing pursuant to this Agreement and the Other Investment Agreements to be less than the Aggregate Investment Amount or the Company has reasonable cause to believe that a party to any Other Investment Agreement will not fund in full their applicable investment amounts at the closing contemplated thereunder, the Company shall use its best efforts to enter into additional investment agreements or Investment Agreement Amendments that provide for proceeds to the Company in an amount, together with the Investment Amount and the proceeds from the Other Investment Agreements, greater than or equal to the Aggregate Investment Amount, and with a per share purchase price (or implied per share purchase price, in the case of convertible, exchangeable or derivative securities) of the Common Stock, Preferred Stock, warrants and/or other equity securities or other securities convertible into or exchangeable for equity securities of the Company purchased under such Other Investment Agreements that is not less than that of the Securities issued pursuant to this Agreement and that do not include provisions that are more favorable to the purchaser party thereto compared to the rights, benefits and obligations of the Purchaser under this Agreement and the other documents contemplated herein (other than differences with respect to (i) such other purchaser’s purchaser*s governance rights with respect to the Company and (ii) any provision necessary or advisable to consummate the transactions contemplated thereby arising out of or related to the identity of the other purchaser), unless the Company agrees that the Purchaser shall also be entitled to the benefits of such provisions contained in such additional investment agreement. (c) The Company shall use its best efforts (including to bring legal proceedings for specific performance) to fully enforce its rights against the Other Investors to cause the Other Investors to comply with their respective obligations under their applicable Other Investment Agreements (including, for the avoidance of doubt, to fund in full their applicable investment amounts at the Closing).