Common use of Proposed Financings Clause in Contracts

Proposed Financings. In the event that, during the period commencing on the Initial Closing Date and continuing to the later of (i) the second anniversary of the First Closing Date or (ii) the Cash Flow Trigger Date, the Company seeks to raise additional funds through a private placement of its securities (a “Proposed Financing”), other than Exempt Issuances, the Investor shall have the right to participate in the Proposed Financing on a pro rata basis, based on the percentage that (a) the number of shares of Common Stock then held by the Investor plus the number of shares of Common Stock issuable upon conversion of the Warrants bears to (b) the total number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the Prior Convertible Securities and exercise of the Warrants and the Prior Warrants.

Proposed Financings. In the event that, during the period commencing on the Initial First Closing Date and continuing to the later earlier of (i) the second anniversary of the First Second Closing Date or (ii) the Cash Flow Trigger second anniversary of the Outside Date, the Company seeks to raise additional funds through a private placement of its securities (a “Proposed Financing”), other than Exempt Issuances, the Investor shall have the right to participate in the Proposed Financing on a pro rata basis, based on the percentage that (a) the number of shares of Common Stock then held by the Investor plus the number of shares of Common Stock issuable upon conversion of the Warrants bears to (b) the total number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the Prior Convertible Securities and exercise of the Company Stock Options, the Warrants and the Prior Warrants.

Proposed Financings. In the event that, during the period commencing on the Initial Closing Date date of this Agreement and continuing to the later of (i) the second anniversary of the First Second Closing Date or (ii) the Cash Flow Trigger Date, the Company seeks to raise additional funds through a private placement of its securities (a “Proposed Financing”), other than Exempt Issuances, the each Investor shall have the right to participate in the Proposed Financing on a pro rata basis, based on the percentage that (a) the number of shares of Common Stock issuable upon conversion of such Investor’s Series B Preferred Stock then held by the each such Investor plus the number of shares of Common Stock issuable upon conversion of the Warrants bears to (b) the total number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock Stock, the Series B Preferred Stock, and the Prior Convertible Securities and exercise of the Warrants and the Prior Warrants.

Proposed Financings. In the event that, during the period commencing on the Initial Closing Date and continuing to the later earlier of (i) the second anniversary of the First Second Closing Date or (ii) the Cash Flow Trigger second anniversary of the Outside Date, the Company seeks to raise additional funds through a private placement of its securities (a “Proposed Financing”), other than Exempt Issuances, the Investor shall have the right to participate in the Proposed Financing on a pro rata basis, based on the percentage that (a) the number of shares of Common Stock then held by the Investor plus the number of shares of Common Stock issuable upon conversion of the Warrants bears to (b) the total number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the Prior Convertible Securities and exercise of the Company Stock Options, the Warrants and the Prior Warrants.