Common use of Right of First Refusal on Future Financings Clause in Contracts

Right of First Refusal on Future Financings. From the date hereof until one year after the Closing Date, upon any financing by the Company of its Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50% of such Subsequent Financing. At least five (5) business days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one business day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) business day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Purchasers agreeing to participate in the Subsequent Financing (the "Participating Purchasers") shall have the right to provide all of the Subsequent Financing. If one or more Purchasers fail to notify the Company of their willingness to provide all of the Subsequent Financing and the Participating Purchasers do not agree to provide all of the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.7, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the amount invested by such Purchaser pursuant to this Agreement (the "Subscription Amount") and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 4.7 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and (c) securities to a strategic partner in a transaction, the primary purpose of which is not the raising of capital and (d) securities to a lender in connection with the provision of credit to the Company. "Common Stock Equivalents" means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Right of First Refusal on Future Financings. From the date hereof until one year after the Closing Date, upon any financing by the Company of its Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser Investor shall have the right to participate in up to 50% of such Subsequent FinancingFinancing as described herein. At least five (5) business days Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser Investor if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaseran Investor, and only upon a request by such PurchaserInvestor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one business day Business Day after such request, deliver a Subsequent Financing Notice to such PurchaserInvestor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser Investor shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) business day Business Day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If one or more Purchasers Investors shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Purchasers Investors agreeing to participate in the Subsequent Financing (the "“Participating Purchasers"Investors”) shall have the right to provide all of the Subsequent Financing. If one or more Purchasers Investors fail to notify the Company of their willingness to provide all of the Subsequent Financing and the Participating Purchasers Investors do not agree to provide all of the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers Investors with a second Subsequent Financing Notice, and the Purchasers Investors will again have the right of first refusal set forth above in this Section 4.77.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business days Business Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers Investors seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers Investors shall have the right to purchase their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "“Pro Rata Portion" ” is the ratio of (x) the amount invested by such Purchaser Investor pursuant to this Agreement (the "“Subscription Amount"”) and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 4.7 7.11 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and (c) securities to a strategic partner in a transaction, the primary purpose of which is not the raising of capital and (d) securities to a lender in connection with the provision of credit to the Company. "Common Stock Equivalents" means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Right of First Refusal on Future Financings. From the date hereof until one year after the first anniversary of the Closing Date, upon any financing by the Company of its Common Stock or Common Stock Equivalents at an effective price per share of $2.70 or less (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof), the primary purpose of which is the raising of capital (a "“Subsequent Financing"”), each Purchaser Investor shall have the right to participate in up to 50% of such Subsequent FinancingFinancing as provided herein. At least five (5) business days Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser Investor if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaseran Investor, and only upon a request by such PurchaserInvestor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one business day Business Day after such request, deliver a Subsequent Financing Notice to such PurchaserInvestor. Any Investor who elects to receive a Subsequent Financing Notice shall keep the contents thereof confidential until the consummation or the abandonment of the Subsequent Financing. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser Investor shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) business day Business Day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If one or more Purchasers Investors shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Purchasers Investors agreeing to participate in the Subsequent Financing (the "“Participating Purchasers"Investors”) shall have the right to provide all of the Subsequent Financing. If one or more Purchasers Investors fail to notify the Company of their willingness to provide all of the Subsequent Financing and the Participating Purchasers Investors do not agree to provide all of the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on substantially the same terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers Investors with a second Subsequent Financing Notice, and the Purchasers Investors will again have the right of first refusal set forth above in this Section 4.77.10, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business days Business Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers Investors seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers Investors shall have the right to purchase their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "“Pro Rata Portion" ” is the ratio of (x) the amount invested by such Purchaser Investor pursuant to this Agreement (the "“Subscription Amount"”) and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 4.7 7.10 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, purpose and (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and (c) securities to a strategic partner in a transaction, increase the primary purpose number of which is not the raising shares of capital and (d) securities to a lender in connection with the provision of credit to the Company. "Common Stock Equivalents" means any securities of issuable thereunder or to lower the Company exercise or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stockconversion price thereof.

Right of First Refusal on Future Financings. From the date hereof until one year after the Closing Date, upon any financing the issuance by the Company of its Common Stock or Common Stock Equivalents for cash (a "Subsequent Financing"), each Purchaser Investor shall have the right to participate in such Subsequent Financing up to 50% such portion as the number of shares of Common Stock purchased or purchasable hereunder beneficially owned by such Subsequent FinancingInvestor (determined pursuant to Rule 13d-3) at the time bears to the total shares of Common Stock outstanding, plus any shares of Common Stock issuable to such Investor pursuant to Warrants held by such Investor at such time. At least five (5) business days Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser Investor if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaseran Investor, and only upon a request by such Purchaserrequest, for a Subsequent Financing Notice, the Company shall promptly, but no later than one business day Business Day after such request, deliver a Subsequent Financing Notice to such PurchaserInvestor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser The Investors agreeing to participate in the Subsequent Financing (the "Participating Investors") shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) business day Business Day after their receipt of the Subsequent Financing Notice of its their willingness to provide participate in the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If one or more Purchasers shall Investors fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Purchasers agreeing to participate in the Subsequent Financing (the "Participating Purchasers") shall have the right to provide all of the Subsequent Financing. If one or more Purchasers fail to notify the Company of their willingness to provide all of the Subsequent Financing and the Participating Purchasers do not agree to provide all of the such Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing with the Participating Investors on the terms and to the Persons with such other Person as set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers each Investor will again have the right of first refusal set forth above in this Section 4.77.9, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business days Business Days after the date of the initial Subsequent Financing Notice with the Participating Investors and such other Person as identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in Each Investor may allocate their portion of the Subsequent Financing such Purchasers shall have the right to purchase among each Investors respective affiliate entities as they determine in their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the amount invested by such Purchaser pursuant to this Agreement (the "Subscription Amount") and (y) the aggregate sum of all of the Subscription Amountssole discretion. Notwithstanding the foregoing, this Section 4.7 7.9 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, purpose and (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and (c) securities to a strategic partner in a transaction, the primary purpose of which is not the raising of capital and (d) securities to a lender in connection with the provision of credit to the Company. "Common Stock Equivalents" means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common StockAgreement.

Right of First Refusal on Future Financings. From the date hereof until one year after the Closing Date, upon any financing by the Company of its Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser New Investor and the Soros Parties shall have the right to participate in up to 50% of such Subsequent FinancingXxxxncing as provided herein, subject to their respective Modified Share Cap. At least five (5) business days Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser New Investor and the Soros Parties a written notice of its intention to effect a Subsequent Financing Subsequexx Xxnancing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser New Investor and such Soros Party if it wants to review the details of such financing (such additional sucx xxxitional notice, a "Subsequent Financing Notice"). Upon the request of a PurchaserNew Investor or Soros Party, and only upon a request by such PurchaserNew Investor or Soros Pxxxx, for a Subsequent Financing Notice, the Company shall promptlyprxxxxxy, but no later than one business day Business Day after such request, deliver a Subsequent Financing Notice to such PurchaserNew Investor or Soros Party. The Subsequent Financing Notice shall describe in reasonable reasoxxxxx detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser New Investor and Soros Party shall notify the Company by 6:30 p.m. (New York City timetimx) on xx or prior to the fifth (5th) business day Business Day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to their respective Modified Share Cap and the completion of mutually acceptable documentation. If one or more Purchasers New Investors or Soros Parties shall fail to so notify the Company of their willingness to willingnexx xx participate in the Subsequent Financing, the Purchasers New Investors and the Soros Parties agreeing to participate in the Subsequent Financing (the txx "Participating PurchasersXarticipating Investors") shall have the right to provide all of the Subsequent Financing, to the extent not exceeding their respective Modified Share Cap. If one or more Purchasers of the New Investors or the Soros Parties fail to notify the Company of their willingness to provide proxxxx all of the Subsequent Financing and the Participating Purchasers Investors do not agree to provide all of the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers New Investors and the Soros Parties with a second Subsequent Financing Notice, and the Purchasers New Xxxxstors and the Soros Parties will again have the right of first refusal set forth above axxxx in this Section 4.76.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business days Business Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers the New Investors or the Soros Parties seeking to purchase more than the financing sought by the Company xxx Xompany in the Subsequent Financing Financing, such Purchasers New Investors and Soros Parties shall have the right to purchase purchase, subject to their resxxxxxve Modified Share Cap, their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the amount invested number of shares of Common Stock held by such Purchaser pursuant to this Agreement New Investor or Soros Party as of the Closing Date (the "Subscription Amount"excluding shares of Common Stock xxxxrlying options, warrants or other convertible or exercisable securities) and (y) the aggregate sum total number of all shares of Common Stock held by the New Investors and the Soros Parties as of the Subscription AmountsClosing Date (excluding shares of Common Stoxx xxderlying options, warrants or other convertible or exercisable securities). Notwithstanding anything to the contrary in the foregoing and for the avoidance of doubt, in no event shall any New Investor or Soros Party be entitled to purchase in a Subsequent Financing an amoxxx xn excess of their respective Modified Share Cap. Notwithstanding the foregoing, this Section 4.7 6.12 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purposepurpose (b) shares of Common Stock or options or warrants to consultants or other service providers of the Company in a transaction that is not for the purpose of providing financing to the Company, (bc) shares of Common Stock pursuant to an underwritten public offering by the Company, and (d) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and (c) securities to a strategic partner in a transaction, increase the primary purpose number of which is not the raising shares of capital and (d) securities to a lender in connection with the provision of credit to the Company. "Common Stock Equivalents" means any securities of issuable thereunder or to lower the Company exercise or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stockconversion price thereof.

Right of First Refusal on Future Financings. From Until the date hereof until one year after first anniversary of the Closing Date, upon and with respect to any financing by initial purchaser of Shares in this offering, the Company of its Common Stock will not, directly or Common Stock Equivalents (a "indirectly, effect any Subsequent Financing"), each Purchaser Placement unless the Company shall have first complied with this Section 16; provided, that the right Company shall not be required to participate in up to 50% of such Subsequent Financing. At least five (5) business days prior to comply with this Section 16 during the six-month period immediately following the Closing Date, or the closing of any Subsequent Placement in which the Investor purchases securities, if such Subsequent FinancingPlacement would be integrated with such prior offering by the Principal Market (as defined in the Warrant) or the applicable Eligible Market (as defined by the Warrant) or pursuant to the Securities Act of 1933, as amended, or any other applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. (a) At least one (1) Business Day prior to any proposed or intended Subsequent Placement, the Company or its agent shall deliver orally contact the Investor and ask whether such Investor is willing to agree to receive material non-public information (each Purchaser such notice, a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Preprovided that neither the Company nor its agents shall provide any material, non-Notice shall ask public information with respect to the Company or any of its Subsidiaries to the Investor without the expressed written consent of the Investor to receive such Purchaser if it wants to review the details of such financing (such additional noticematerial, a "Subsequent Financing Notice")non-public information. Upon the written request of a Purchaserthe Investor no later than one (1) Business Day after the Investor’s receipt of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing Noticethe Investor, the Company shall promptly, but no later than one business day (1) Business Day after such request, deliver to the Investor by facsimile an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail Placement within one (1) Business Day of the proposed determination of the terms of such Subsequent FinancingPlacement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other final terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the Investor (which offer being non-transferable to any successor to the Investor) a pro rata portion of at least 50% of the Offered Securities allocated among the Investor and the other initial purchasers of Shares in this offering (the “Other Investors”) (a) based on the Investor’s pro rata portion of all the Shares purchased in this offering (the “Basic Amount”), and (b) if the Investor elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of the Other Investors as the Investor shall indicate it will purchase or acquire should the Other Investors subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (b) To accept an Offer, in whole or in part, the amount of proceeds intended Investor must deliver a written notice to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser shall notify the Company by 6:30 p.m. prior to the end of the first (New York City time1st) on full Business Day after the fifth (5th) business day after their Investor’s receipt of the Subsequent Financing Offer Notice (for purposes of this Section 16(b), receipt of the Offer Notice shall not be deemed to have occurred until the Investor shall have physically received such Offer Notice) (the “Offer Period”), setting forth the portion of the Investor’s Basic Amount that the Investor elects to purchase and, if the Investor shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that the Investor elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by the Investor and all Other Investors are less than the total of all of the Basic Amounts, then, if the Investor has set forth an Undersubscription Amount in its willingness Notice of Acceptance, the Investor shall be entitled to provide purchase, in addition to the Subsequent Financing on Basic Amounts subscribed for, the terms Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), if the Investor has subscribed for any Undersubscription Amount, then the Investor shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of the Investor bears to the total Basic Amounts of all Other Investors that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. (c) the Company shall have thirty (10) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Investor (the “Refused Securities”), but only to the offerees described in the Subsequent Financing NoticeOffer Notice (if so described therein) and only upon terms and conditions (including, subject without limitation, unit prices and interest rates) that are not more favorable to completion of mutually acceptable documentation. If one the acquiring Person or more Purchasers shall fail Persons or less favorable to so notify the Company of their willingness to participate in the Subsequent Financing, the Purchasers agreeing to participate in the Subsequent Financing (the "Participating Purchasers") shall have the right to provide all of the Subsequent Financing. If one or more Purchasers fail to notify the Company of their willingness to provide all of the Subsequent Financing and the Participating Purchasers do not agree to provide all of the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons than those set forth in the Subsequent Financing Offer Notice; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.7, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. . (d) In the event the Company receives responses shall propose to Subsequent Financing Notices from Purchasers seeking sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 16(c) above), then the Investor may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Investor elected to purchase pursuant to Section 16(b) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to the Investor pursuant to Section 16(c) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that the Investor so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the financing sought reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Investor in accordance with Section 16(a) above. (e) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Investor shall acquire from the Company, and the Company shall issue to the Investor, the number or amount of Offered Securities specified in the Investor’s Notice of Acceptance, as reduced pursuant to Section 16(c) above if the Investor has so elected, upon the terms and conditions specified in the Offer. The purchase by the Investor of any Offered Securities is subject in all cases to (i) the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and its respective counsel (the “Subsequent Placement Agreement”), (ii) the Investor’s satisfaction, in its sole discretion, with the final terms and/or conditions that differ from those contained in the Offer Notice, and (iii) the Investor’s reasonable satisfaction with the identity of the other Persons to which the Offered Securities will be sold. (f) Any Offered Securities not acquired by the Investor or other Persons in accordance with this Section 16 may not be issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this Agreement. (g) The Company and the Investor agree that if the Investor elects to participate in the Offer, without the written consent of the Investor, neither the Subsequent Financing Placement Agreement with respect to such Purchasers Offer nor any other transaction documents related thereto shall have include any term or provision whereby the right Investor shall be required to purchase their Pro Rata Portion agree to any restrictions on trading as to any securities of the Company with respect to any period after the public announcement of such Subsequent Placement beyond those restrictions on the transfer or sale of the securities purchased in such Subsequent Placement agreed to by other purchasers in such Subsequent Placement or be required to consent to any amendment to or termination of, or grant any waiver or release under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company. (h) The restrictions contained in this Section 16 shall not apply (1) in connection with the issuance of any Excluded Securities (as defined below) and (2) to the extent that counsel to the Company has advised that with respect to a Subsequent Placement of Offered Securities that are not being issued pursuant to a registration statement under the Securities Act, the exercising of the Common Stock participation right would result in the Company not being able to offer or Common Stock Equivalents sell the Offered Securities pursuant to be issued in such Subsequent Financing. "Pro Rata Portion" is any exemption from the ratio registration requirements of the Securities Act. (xi) Notwithstanding anything herein to the amount invested by such Purchaser contrary, the rights granted to the Investors pursuant to this Agreement Section 16 shall not be transferrable to any other Person (other than affiliates of such Investor) without the "Subscription Amount") and (y) the aggregate sum of all prior written consent of the Subscription Amounts. Notwithstanding Company. (j) For the foregoing, purposes of this Section 4.7 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and (c) securities to a strategic partner in a transaction16, the primary purpose of which is not the raising of capital and (d) securities to a lender in connection with the provision of credit to the Company. "Common Stock Equivalents" means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.following definitions will apply:

Right of First Refusal on Future Financings. From the date hereof until one year after the 18-month anniversary of the Closing Date, upon any financing by the Company of its Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser Investor shall have the right to participate in up to 50% of such Subsequent FinancingFinancing as provided herein. At least five (5) business days Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser Investor if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaseran Investor, and only upon a request by such PurchaserInvestor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one business day Business Day after such request, deliver a Subsequent Financing Notice to such PurchaserInvestor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser Investor shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) business day Business Day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If one or more Purchasers Investors shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Purchasers Investors agreeing to participate in the Subsequent Financing (the "“Participating Purchasers"Investors”) shall have the right to provide all of the Subsequent Financing. If one or more Purchasers Investors fail to notify the Company of their willingness to provide all of the Subsequent Financing and the Participating Purchasers Investors do not agree to provide all of the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers Investors with a second Subsequent Financing Notice, and the Purchasers Investors will again have the right of first refusal set forth above in this Section 4.77.6, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business days Business Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers Investors seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers Investors shall have the right to purchase their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "“Pro Rata Portion" ” is the ratio of (x) the amount invested by such Purchaser Investor pursuant to this Agreement (the "“Subscription Amount"”) and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 4.7 7.6 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, purpose and (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and (c) securities to a strategic partner in a transaction, increase the primary purpose number of which is not the raising shares of capital and (d) securities to a lender in connection with the provision of credit to the Company. "Common Stock Equivalents" means any securities of issuable thereunder or to lower the Company exercise or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stockconversion price thereof.

Right of First Refusal on Future Financings. From Except as set forth on Schedule 7.10, from the date hereof until one (1) year after the Closing Date, upon any financing by the Company of its Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser Investor shall have the right to participate in up to 50% of such Subsequent FinancingFinancing as provided herein. At least five (5) business days Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser Investor if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaseran Investor, and only upon a request by such PurchaserInvestor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one business day Business Day after such request, deliver a Subsequent Financing Notice to such PurchaserInvestor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person Person(s) with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser Investor shall notify the Company by 6:30 p.m. (New York City Palo Alto time) on the fifth (5th) business day Business Day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If one or more Purchasers Investors shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Purchasers Investors agreeing to participate in the Subsequent Financing (the "“Participating Purchasers"Investors”) shall have the right to provide all of the Subsequent Financing. If one or more Purchasers Investors fail to notify the Company of their willingness to provide all of the Subsequent Financing and the Participating Purchasers Investors do not agree to provide all of the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.7, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the amount invested by such Purchaser pursuant to this Agreement (the "Subscription Amount") and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 4.7 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and (c) securities to a strategic partner in a transaction, the primary purpose of which is not the raising of capital and (d) securities to a lender in connection with the provision of credit to the Company. "Common Stock Equivalents" means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.Subsequent

Right of First Refusal on Future Financings. From the date hereof until one year after the second anniversary of the Closing Date, upon any financing issuance and sale by the Company of its Common Stock or Common Stock Equivalents for cash (a "Subsequent Financing"), each Purchaser Investor investing $250,000 or more pursuant to this Agreement (each, a "Qualifying Investor") shall have the right to participate in up to 50% of such Subsequent FinancingFinancing as provided herein. At least five (5) business days Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Qualifying Investor a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser Qualifying Investor if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a PurchaserQualifying Investor, and only upon a request by such PurchaserQualifying Investor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one business day Business Day after such request, deliver a Subsequent Financing Notice to such PurchaserQualifying Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser Qualifying Investor shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) business day Business Day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If one or more Purchasers Qualifying Investors shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Purchasers Qualifying Investors agreeing to participate in the Subsequent Financing (the "Participating PurchasersInvestors") shall have the right to provide all of the Subsequent Financing. If one or more Purchasers Qualifying Investors fail to notify the Company of their willingness to provide all of the Subsequent Financing and the Participating Purchasers Investors do not agree to provide all of the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers Qualifying Investors with a second Subsequent Financing Notice, and the Purchasers Qualifying Investors will again have the right of first refusal set forth above in this Section 4.77.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business days Business Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers Qualifying Investors seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers Qualifying Investors shall have the right to purchase their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the amount invested by such Purchaser Qualifying Investor pursuant to this Agreement (the "Subscription Amount") and (y) the aggregate sum of all of the Subscription AmountsAmounts of all Qualifying Investors wishing to provide a portion of the Subsequent Financing. Notwithstanding the foregoing, this Section 4.7 7.12 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, purpose and (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and (c) securities to a strategic partner in a transaction, increase the primary purpose number of which is not the raising shares of capital and (d) securities to a lender in connection with the provision of credit to the Company. "Common Stock Equivalents" means any securities of issuable thereunder or to lower the Company exercise or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stockconversion price thereof.

Right of First Refusal on Future Financings. From the date hereof until the one year after hundred eightieth (180th) day following the Closing Dateeffective date of the registration statement covering the resale of the Shares, the Warrant Shares and the Anti-Dilution Shares, if any, by the Investors, upon any financing by the Company of its Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser Investor shall have the right to participate in up to 50100% of such Subsequent Financing. At least five (5) business days Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser Investor if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaseran Investor, and only upon a request by such PurchaserInvestor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one business day Business Day after such request, deliver a Subsequent Financing Notice to such PurchaserInvestor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Purchaser Investor shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) business day Business Day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If one or more Purchasers Investors shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Purchasers Investors agreeing to participate in the Subsequent Financing (the "Participating PurchasersInvestors") shall have the right to provide all of the Subsequent Financing. If one or more Purchasers Investors fail to notify the Company of their willingness to provide all of the Subsequent Financing and the Participating Purchasers Investors do not agree to provide all of the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers Investors with a second Subsequent Financing Notice, and the Purchasers Investors will again have the right of first refusal set forth above in this Section 4.77.9, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 business 30 calendar days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers Investors seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers Investors shall have the right to purchase their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the amount invested by such Purchaser Investor pursuant to this Agreement (the "Subscription Amount") and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 4.7 7.9 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement and Agreement, (c) securities shares of Common Stock and warrants to a strategic partner in a transactionpurchase Common Stock pursuant to the Qualified Financing, the primary purpose of which is not the raising of capital and (d) securities up to a lender 900,000 shares of Common Stock issuable in connection with the provision acquisition by the Company of credit shares of capital stock of Filco GmbH, a German corporation, and (e) up to the Company. "100,000 shares of Common Stock Equivalents" means any securities issuable to Fil Filipov in consideration of his agreeing to serve as a director of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock(collectively, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock"Excluded Issuances").