Common use of Participation in Subsequent Financing Clause in Contracts

Participation in Subsequent Financing. The Buyer shall have the first right to purchase the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing (“Subsequent Financing Terms”). Between five and 10 Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below (such additional notice, a “Subsequent Financing Notice”). Upon the request of Buyer, and only upon a request by Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to Buyer. The Subsequent Financing Notice shall: (i) describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms of the Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and (ii) include a term sheet or similar document relating to the Subsequent Financing as an attachment. If Buyer wishes to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth Trading Day after Buyer has received the Pre-Notice (the “Notice Termination Time”) that it is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum), and representing and warranting that Buyer has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer as of the Notice Termination Time, Buyer shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. If by the Notice Termination Time, notification by Buyer of its willingness to participate in the Subsequent Financing is less than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Person or Persons set forth in the Subsequent Financing Notice.

Participation in Subsequent Financing. The Buyer (i) Upon a Subsequent Financing, a Holder of at least one hundred (100) shares of Preferred Stock (each such Holder, a “Significant Purchaser”) shall have the first right to purchase participate in up to an amount of the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing Financing. (“Subsequent Financing Terms”). Between ii) At least five and 10 (5) Trading Days prior to the closing of any the Subsequent Financing, the Company shall deliver to Buyer each Significant Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that ask such Significant Purchaser if it wants to review the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Buyera Significant Purchaser, and only upon a request by Buyersuch Significant Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to Buyersuch Significant Purchaser. The Subsequent Financing Notice shall: (i) shall describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms proposed terms of the such Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and (ii) shall include a term sheet or similar document relating to the Subsequent Financing thereto as an attachment. If Buyer wishes . (iii) Any Significant Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after Buyer has all of the Significant Purchasers have received the Pre-Notice (the “Notice Termination Time”) that it such Significant Purchaser is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum)such Purchaser’s participation, and representing and warranting that Buyer such Significant Purchaser has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer a Significant Purchaser as of the Notice Termination Timesuch fifth (5th) Trading Day, Buyer such Significant Purchaser shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. participate. (iv) If by 5:30 p.m. (New York City time) on the Notice Termination Timefifth (5th) Trading Day after all of the Significant Purchasers have received the Pre-Notice, notification notifications by Buyer the Significant Purchasers of its their willingness to participate in the Subsequent Financing is (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation MaximumSubsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Person or Persons set forth in the Subsequent Financing Notice. (v) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Significant Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Significant Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Significant Purchaser participating under this Section 7(h) and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Significant Purchasers participating under this Section 7(h).

Participation in Subsequent Financing. The Buyer shall have the first right to purchase the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing (“Subsequent Financing Terms”). Between five and 10 Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below (such additional notice, a “Subsequent Financing Notice”). Upon the request of BuyerBxxxx, and only upon a request by BuyerBxxxx, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to Buyer. The Subsequent Financing Notice shall: (i) describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms of the Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and (ii) include a term sheet or similar document relating to the Subsequent Financing as an attachment. If Buyer wishes to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth Trading Day after Buyer Bxxxx has received the Pre-Notice (the “Notice Termination Time”) that it is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum), and representing and warranting that Buyer has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer as of the Notice Termination Time, Buyer shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. If by the Notice Termination Time, notification by Buyer of its willingness to participate in the Subsequent Financing is less than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Person or Persons set forth in the Subsequent Financing Notice.

Participation in Subsequent Financing. The Buyer shall have the first right to purchase the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing (“Subsequent Financing Terms”). For purposes of clarification, the preceding sentence shall not be applicable to Buyer in the event that Xxxxxx Global LLC (“Xxxxxx”) participates in a Subsequent Financing pursuant to that certain Securities Purchase Agreement dated December 29, 2023, as disclosed in a Current Report on Form 8-K on January 2, 2024 (the “Xxxxxx Transaction”). Between five and 10 ten Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below (such additional notice, a “Subsequent Financing Notice”). Upon the request of BuyerXxxxx, and only upon a request by BuyerXxxxx, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to Buyer. The Subsequent Financing Notice shall: (i) describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms of the Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and (ii) include a term sheet or similar document relating to the Subsequent Financing as an attachment. If Buyer wishes to participate in such Subsequent Financing it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth Trading Day after Buyer has received the Pre-Notice (the “Notice Termination Time”) that it is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum), and representing and warranting that Buyer has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer as of the Notice Termination Time, Buyer shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. If by the Notice Termination Time, notification by Buyer of its willingness to participate in the Subsequent Financing is less than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Person or Persons set forth in the Subsequent Financing Notice.

Participation in Subsequent Financing. The Buyer shall have the first right to purchase the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing (“Subsequent Financing Terms”). For purposes of clarification, the preceding sentence shall not be applicable to Buyer in the event that Xxxxxx Global LLC (“Xxxxxx”) participates in a Subsequent Financing pursuant to that certain Securities Purchase Agreement dated December 29, 2023, as disclosed in a Current Report on Form 8-K on January 2, 2024 (the “Xxxxxx Transaction”). Between five and 10 ten Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below (such additional notice, a “Subsequent Financing Notice”). Upon the request of BuyerXxxxx, and only upon a request by BuyerXxxxx, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to Buyer. The Subsequent Financing Notice shall: : (i) describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms of the Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and (ii) include a term sheet or similar document relating to the Subsequent Financing as an attachment. If Buyer wishes to participate in such Subsequent Financing it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth Trading Day after Buyer Xxxxx has received the Pre-Notice (the “Notice Termination Time”) that it is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum), and representing and warranting that Buyer has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer as of the Notice Termination Time, Buyer shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. If by the Notice Termination Time, notification by Buyer of its willingness to participate in the Subsequent Financing is less than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Person or Persons set forth in the Subsequent Financing Notice.

Participation in Subsequent Financing. The Buyer shall have the first right to purchase the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing (“Subsequent Financing Terms”). Between five and 10 Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below (such additional notice, a “Subsequent Financing Notice”). Upon the request of BuyerBxxxx, and only upon a request by BuyerBxxxx, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to Buyer. The Subsequent Financing Notice shall: (i) describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms of the Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and (ii) include a term sheet or similar document relating to the Subsequent Financing as an attachment. If Buyer wishes to participate in such Subsequent Financing it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth Trading Day after Buyer Bxxxx has received the Pre-Notice (the “Notice Termination Time”) that it is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum), and representing and warranting that Buyer has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer as of the Notice Termination Time, Buyer shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. If by the Notice Termination Time, notification by Buyer of its willingness to participate in the Subsequent Financing is less than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Person or Persons set forth in the Subsequent Financing Notice.

Participation in Subsequent Financing. The Buyer shall have the first right to purchase the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an any amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing (“Subsequent Financing Terms”). Between five (5) and 10 ten (10) Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below (such additional notice, a “Subsequent Financing Notice”). Upon the request of Buyer, and only upon a request by Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to Buyer. The Subsequent Financing Notice shall: (iA) describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms of the Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, ; and (iiB) include a term sheet or similar document relating to the Subsequent Financing as an attachment. If Buyer wishes to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth Trading Day after Buyer has received the Pre-Notice (the “Notice Termination Time”) that it is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum), and representing and warranting that Buyer has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer as of the Notice Termination Time, Buyer shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. If by the Notice Termination Time, notification by Buyer of its willingness to participate in the Subsequent Financing is less than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Person or Persons set forth in the Subsequent Financing Notice.

Participation in Subsequent Financing. The Buyer shall have the first right to purchase the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing (“Subsequent Financing Terms”). For purposes of clarification, the preceding sentence shall not be applicable to Buyer in the event that Xxxxxx Global LLC (“Xxxxxx”) participates in a Subsequent Financing pursuant to that certain Securities Purchase Agreement dated December 29, 2023, as disclosed in a Current Report on Form 8-K on January 2, 2024 (the “Xxxxxx Transaction”). Between five and 10 ten Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below (such additional notice, a “Subsequent Financing Notice”). Upon the request of BuyerXxxxx, and only upon a request by BuyerXxxxx, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to Buyer. The Subsequent Financing Notice shall: (i) describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms of the Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and (ii) include a term sheet or similar document relating to the Subsequent Financing as an attachment. If Buyer wishes to participate in such Subsequent Financing it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth Trading Day after Buyer Xxxxx has received the Pre-Notice (the “Notice Termination Time”) that it is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum), and representing and warranting that Buyer has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer as of the Notice Termination Time, Buyer shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. If by the Notice Termination Time, notification by Buyer of its willingness to participate in the Subsequent Financing is less than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Person or Persons set forth in the Subsequent Financing Notice.

Participation in Subsequent Financing. The Buyer (a) From the date hereof until such time as Debentures representing less than $5,000,000 of the aggregate initial Principal Amount remain outstanding, upon any issuance by the Company or any of its Subsidiaries of Ordinary Shares, Ordinary Shares Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), each Purchaser holding a Debenture with not less than $1,000,000 of outstanding Debenture principal shall have the first right to purchase participate in up to an amount of the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing Financing. (“Subsequent Financing Terms”). Between b) At least five and 10 (5) Trading Days prior to the closing of any the Subsequent Financing, the Company shall deliver to Buyer each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that ask such Purchaser if it wants to review the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Buyera Purchaser, and only upon a request by Buyersuch Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to Buyersuch Purchaser. The Subsequent Financing Notice shall: (i) shall describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms proposed terms of the such Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and (ii) shall include a term sheet or similar document relating to the Subsequent Financing thereto as an attachment. If Buyer wishes . (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after Buyer has all of the Purchasers have received the Pre-Notice (that the “Notice Termination Time”) that it Purchaser is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum)Purchaser’s participation, and representing and warranting that Buyer the Purchaser has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer a Purchaser as of the Notice Termination Timesuch fifth (5th) Trading Day, Buyer such Purchaser shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. participate. (d) If by 5:30 p.m. (New York City time) on the Notice Termination Timefifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notification notifications by Buyer the Purchasers of its their willingness to participate in the Subsequent Financing is (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation MaximumSubsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Person or Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.