Common use of Participation in Future Financing Clause in Contracts

Participation in Future Financing. a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this NoteClosing, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in the Subsequent Financing in an amount up to 100% of such HolderPurchaser’s Pro Rata Portion (as defined below) Subscription Amount (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights.

Participation in Future Financing. a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s 's Pro Rata Portion (as defined below) (the “"Participation Maximum”") on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-24 month anniversary of the date of this NoteClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing, excluding however, in all cases, ATM Issuances, loans or advances made to the Company by insiders, institutional debt from banks or finance companies in the form of asset-based or cash flow loans (on a revolving or term basis), factoring lines, financing leases and the like (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in the Subsequent Financing in an amount up not to 100exceed, in the aggregate among all Purchasers, 30% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights.

Participation in Future Financing. a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s 's Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this NoteClosing, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder the Purchaser shall have the right to participate in the Subsequent Financing in an amount up to 100% of such HolderPurchaser’s Pro Rata Portion (as defined below) Subscription Amount (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until through the date that is the 12-24 month anniversary of the date of this NoteClosing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereofcash consideration and Indebtedness, other than any issuance that is through (i) a rights offering to all holders of Common Stock, (ii) an underwritten public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents Equivalents, or (iii) an Exempt Issuance (a “Subsequent Financing”), each Holder the Purchasers that still own outstanding Securities shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-24 month anniversary of the date of this NoteEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Ordinary Shares or Ordinary Shares Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 10030% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. This right of Participation supersedes and replaces that certain right of participation granted to the Purchasers pursuant to Section 4.12 of that certain Securities Purchase Agreement, subject to any existing obligations dated as of December 11, 2020 by and among the Company with respect to participation rightsand the Purchasers (“December Purchase Agreement”).