Common use of Rights to Future Stock Issuances Clause in Contracts

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Laws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentence. 10.1 The Company shall give notice (the “Offer Notice”) to the Investors, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first second anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred twenty percent (10020%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities Act0000 Xxx.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first second anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities 1933 Act.

Rights to Future Stock Issuances. (a) Subject to the terms and conditions of this Section 10 Subsection 4.4 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any securities (the “New Securities”), then the holders of Series A Preferred Stock, the Company shall first offer Series B Holders and the Investors Series C Holders (collectively, the opportunity “Preemptive Rights Holders”) will have a right to purchase up an amount equal to one hundred percent their pro rata portion (100%as set forth below) of such the New Securities. The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentence. 10.1 (b) The Company shall give notice (the “New Securities Offer Notice”) to the Investors, each Preemptive Rights Holder stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (c) By notification to the Company within ten twenty (1020) days after the New Securities Offer Notice is given, the Investors each Preemptive Rights Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the New Securities Offer Notice, up to one hundred percent (100%) that pro rata portion of such New SecuritiesSecurities which equals the proportion that the sum of (i) the Common Stock issued and held by such Preemptive Rights Holder plus (ii) the Common Stock issuable (directly or indirectly) to such Preemptive Rights Holder upon conversion and/or exercise, as applicable, of Preferred Stock (excluding, for this purpose, any Series B PIK Dividend Shares, as such term is defined in the Company’s Restated Certificate, unless such shares are actually issued and outstanding) and of any other securities convertible into or exercisable for capital stock of the Company, bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all outstanding options, warrants or other convertible securities and Preferred Stock). The closing of any sale pursuant to this Section 10 Subsection 4.4(c) shall occur within the later of ninety (90) days of the date that the New Securities Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3Subsection 4.4(b). 10.3 The (d) If all New Securities referred to in the New Securities Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.4(c), the Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.2Subsection 4.4(c), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the New Securities Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within the later of (i) thirty (30) days of the execution thereofthereof or (ii) such ninety (90) day period, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors holders of Series B Preferred Stock in accordance with this Section 10Subsection 4.4. 10.4 (e) The right of first offer in this Section 10 Subsection 4.4 shall not be applicable to an Exempt Issuance the issuance of (i) Exempted Securities (as defined in the NoteCompany’s Restated Certificate), ; and (ii) shares of Common Stock issued in the Company’s initial public offering (the “IPO”). (f) The covenants set forth in Subsection 4.4 shall terminate and be of no further force or any New Securities registered for sale under effect immediately before the Securities Actconsummation of an IPO or Sale of the Company.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to during the first anniversary period ending 18 months after the Closing Date of the first Closing hereunderinitial Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer to the Investors the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities (such amount, the “Offered Securities”). Such offer may only be accepted with the prior written approval of an Investor. If accepted by an Investor, it shall be afforded the opportunity to purchase its Pro Rata Portion (as defined below). The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to such proportions as they deem appropriate among themselves and their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceAffiliates. 10.1 The Company shall give notice no fewer than three (3) Business Days in advance of the proposed date of the sale of New Securities (the “Information Notice”) to the Requisite Holder and each Investor, requesting if such Requisite Holder and Investors would desire to receive further information regarding the proposed sale. In the event that any Investor does not affirmatively respond to the Information Notice within two (2) Business Days of receipt thereof, the Company may proceed with the sale; provided that obligations and rights set forth in this Section 10 shall not be in force and effective for a period with respect to any non-affirming Investor for a period of 45 days following the delivery of the Information Notice; provided, further that the obligations and rights set forth in this Section 10 shall automatically renew following the expiration of such period. If an Investor affirmatively responds to the Information Notice, such sale shall be subject to the obligations and rights set forth in this Section 10. 10.2 The Company shall give notice no fewer than two (2) Business Days following receipt of an affirmative response to the Information Notice (the “Offer Notice”) to the InvestorsRequisite Holder and each Investor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 10.3 By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors Requisite Holder and each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) their Pro Rata Portion of such New the Offered Securities. The closing “Pro Rata Portion” means the ratio of any sale pursuant to (x) Securities purchased by an Investor participating under this Section 10 shall occur within 10.3 and (y) the later of ninety (90) days sum of the date that the Offer Notice is given and the date of initial sale of the New aggregate Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the purchased by all Investors in accordance with participating under this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to date that is eighteen (18) months following the first anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days business day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 9 shall occur within the later of ninety five (905) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety five (905) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities ActExempted Securities.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to during the first anniversary period ending 24 months after the Closing Date of the first Closing hereunderinitial Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer to the Investors the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities (such amount, the “Offered Securities”). Such offer may only be accepted with the prior written approval of an Investor. If accepted by an Investor, it shall be afforded the opportunity to purchase its Pro Rata Portion (as defined below). The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to such proportions as they deem appropriate among themselves and their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceAffiliates. 10.1 The Company shall give notice no fewer than ten (10) Business Days in advance of the proposed date of the sale of New Securities (the “Information Notice”) to the Requisite Holder and each Investor, requesting if such Requisite Holder and Investors would desire to receive further information regarding the proposed sale. In the event that any Investor does not affirmatively respond to the Information Notice within two (2) Business Days of receipt thereof, the Company may proceed with the sale; provided that obligations and rights set forth in this Section 10 shall not be in force and effective for a period with respect to any non-affirming Investor for a period of 45 days following the delivery of the Information Notice; provided, further that the obligations and rights set forth in this Section 10 shall automatically renew following the expiration of such period. If an Investor affirmatively responds to the Information Notice, such sale shall be subject to the obligations and rights set forth in this Section 10. 10.2 The Company shall give notice no fewer than two (2) Business Days following receipt of an affirmative response to the Information Notice (the “Offer Notice”) to the InvestorsRequisite Holder and each Investor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 10.3 By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors Requisite Holder and each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent their Pro Rata Portion of the Offered Securities. “Pro Rata Portion” means the ratio of (100%x) Securities purchased by an Investor participating under this Section 10.3 and (y) the sum of such New Securitiesthe aggregate Securities purchased by all Investors participating under this 10.3. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.310.4. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderinitial Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to proportions as their respective ownership percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceUnits. 10.1 The Company shall give notice (the “Offer Notice”) to the Investors, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first second anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Subject at all times to the provisions of Section 5.13 of this Agreement, the Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities 1933 Act, or the securities identified in Schedule 5.7.

Rights to Future Stock Issuances. Subject to (a) From the terms and conditions date hereof, upon any issuance by the Company of this Section 10 and applicable securities Lawsany New Securities (a “Subsequent Financing”), if each Investor who owns at any time prior to the first anniversary least 10% of the first Closing hereunder, number of shares of the Company proposes Securities originally issued to offer or sell any New Securities, such Investor shall have the Company shall first offer the Investors the opportunity right to purchase up to one hundred percent (100%) its Pro Rata Portion of such New Securities. The Investors An Investor’s “Pro Rata Portion” for the purposes of this purchase right shall be entitled determined according to apportion the right number of first offer hereby granted shares of Common Stock owned by such Investor immediately prior to them in proportion to their respective percentages the issuance of the New Securities (assuming the exercise, conversion or exchange of all then outstanding Common Stock Equivalents) in relation to the total Subscription Amount including every Closing that has occurred under this Agreement as number of such time stated in shares of Common Stock of the preceding sentenceCompany outstanding immediately prior to the issuance of the New Securities (assuming the exercise, conversion or exchange of all then outstanding Common Stock Equivalents). 10.1 The Company shall give notice (the “Offer Notice”) to the Investors, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within At least ten (10) days after Trading Days prior to the Offer Notice is givenclosing of the Subsequent Financing, the Company shall deliver to each Investor a written notice requesting their written approval to receive nonpublic information regarding the Company (“Pre-Notice”), which Pre-Notice shall ask such Investor if it wants to review the details of such information (such additional notice, a “Subsequent Financing Notice”). Upon the request of an Investor, and only upon a request by such Investor, 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 such 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. The Company may deliver the Pre-Notice and Subsequent Financing Notice to such Investor by e-mail to the e-mail address specified on the signature pages hereto. (c) Any Investor 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 5th Trading Day after all of the Investors may elect have received the Pre-Notice that the Investor is willing to purchase or otherwise acquireparticipate in the Subsequent Financing, at the price amount of the Investor’s participation, and that the Investor has such funds ready, willing, and available for investment on the terms specified set forth in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Subsequent Financing Notice. If the Company does not enter into receives no notice from an agreement for the sale Investor as of the New Securities within such period5th Trading Day, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder Investor shall be deemed to be revived and have notified the Company that it does not elect to participate. (d) Each Holder shall have a right of reallotment such that, if any other Holder fails to exercise the right to purchase its full Pro Rata Portion of the New Securities, the other participating Holders may exercise an additional right to purchase, on a pro rata basis, the New Securities shall not be offered unless first reoffered to previously purchased. (e) The Company must provide the Investors in accordance with this Section 10. 10.4 The a second Subsequent Financing Notice, and the Investors will again have the right of first offer participation set forth above in this Section 10 4, 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 Trading Days after the date of the initial Subsequent Financing Notice. (f) The rights contained in this Section shall not be applicable apply to an Exempt Issuance the issuance and sale by the Company of: (i) shares of Common Stock or Common Stock Equivalents to employees, officers, or directors of the Company, as defined compensation for their services to the Company or any of its direct or indirect Subsidiaries pursuant to arrangements approved by the Board of Directors of the Company (including approval of the Investor Director); (ii) shares of Common Stock or Common Stock Equivalents issued as consideration for the acquisitions of or strategic transactions with another company or business where the primary purpose is not to raise capital for the Company or any Subsidiary, which acquisition or strategic transaction has been approved by the Board of Directors of the Company (including approval of the Investor Director); (iii) shares of Common Stock or Common Stock Equivalents issued in a Qualified IPO; (iv) shares of Common Stock issued upon conversion or exercise of Series A Preferred Stock or Warrants issued pursuant the Note)Purchase Agreement, or any New Securities registered for sale agents’ warrants issued in conjunction with the units purchased pursuant to the Purchase Agreement; and (v) additional shares issued in connection with a financing immediately prior to the Qualified IPO, provided that each such issuance shall be subject to the prior written approval of the Lead Investor. Any of the foregoing transactions is referred to as an “Exempt Issuance.” (g) Notwithstanding anything to the contrary herein, any and all of the Company’s obligations under this Section 4 shall terminate upon the earlier to occur of: (x) the consummation of a Liquidation Event; or (y) an Investor ceases to hold at least 10% of the number of shares of the Securities Actoriginally issued to such Investor.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 5.16 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New SecuritiesSecurities to the Purchaser. The Investors Purchaser shall be entitled to apportion the right of first offer hereby granted to them it among itself and its Affiliates in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate. 10.1 (a) The Company shall give notice (the “Offer Notice”) to the InvestorsPurchaser, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (b) By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors Purchaser may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) * * * of such New Securities. The closing of any sale pursuant to this Section 10 5.16(b) shall occur within the later of ninety one hundred and twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.35.16(c). 10.3 The (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 5.16(b), the Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.25.16(b), offer and sell the remaining portion of such New Securities (including any portion of New Securities Purchaser declined to acquire pursuant to Section 5.16(b)) to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Purchaser in accordance with this Section 105.16. 10.4 (d) The right of first offer in this Section 10 5.16 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale i) issuance of options under the Securities ActCompany’s equity compensation plans, where such plans have been approved by the Company’s shareholders; and (ii) issuance of equity securities to one or more counterparties in connection with the consummation, by the Company, of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology (it being understood and agreed that the primary purpose of any issuance pursuant to this clause (ii) shall not be to raise capital). (e) The Purchaser shall agree to treat the Offer Notice as confidential, and it shall not trade any securities of the Company while the terms of the Offer Notice remain as material, non-public information.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 5.16 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New SecuritiesSecurities to the Purchaser. The Investors Purchaser shall be entitled to apportion the right of first offer hereby granted to them it among itself and its Affiliates in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate. 10.1 (a) The Company shall give notice (the “Offer Notice”) to the InvestorsPurchaser, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (b) By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors Purchaser may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) *** of such New Securities. The closing of any sale pursuant to this Section 10 5.16(b) shall occur within the later of ninety one hundred and twenty (90120) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.35.16(c). 10.3 The (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 5.16(b), the Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.25.16(b), offer and sell the remaining portion of such New Securities (including any portion of New Securities Purchaser declined to acquire pursuant to Section 5.16(b)) to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Purchaser in accordance with this Section 105.16. 10.4 (d) The right of first offer in this Section 10 5.16 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale i) issuance of options under the Securities ActCompany’s equity compensation plans, where such plans have been approved by the Company’s shareholders; and (ii) issuance of equity securities to one or more counterparties in connection with the consummation, by the Company, of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology (it being understood and agreed that the primary purpose of any issuance pursuant to this clause (ii) shall not be to raise capital). (e) The Purchaser shall agree to treat the Offer Notice as confidential, and it shall not trade any securities of the Company while the terms of the Offer Notice remain as material, non-public information.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 9 and applicable securities Laws, if at any time prior to the first second anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 9.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 9.2 By notification to the Company within ten (10) days after the Offer Notice is given, or within five (5) days if the Investors Company intends to close the sale of such New Securities prior to such ten (10) day period, the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 9.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.29.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 109. 10.4 9.4 The right of first offer in this Section 10 9 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities 1933 Act, or the securities identified in Schedule 5.7.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first two-year anniversary of the first Closing hereunderClosing, the Company or any of its Subsidiaries proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its (or a Subsidiary’s, as applicable) bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred twenty percent (10020%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety three (903) days of the earlier of (a) the date that the Offer Notice is given and (b) the date of initial sale of the New Securities pursuant to Section 10.3Section10.3. 10.3 The Company or a Subsidiary, as applicable, may, during the ninety three (903) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company or a Subsidiary, as applicable, does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined Exempted Securities and shall be in the Note), or any New Securities registered for sale under the Securities Actaccordance with all applicable federal and state securities Laws.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Laws, if (a) If at any time prior to date that is two (2) year following the first anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any new equity securities of the Company, whether or not currently authorized, as well as new rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become convertible or exchangeable into or exercisable for such equity securities (collectively “New Securities”) (a “Subsequent Financing”), the Company shall first offer each of the Investors Purchasers the opportunity to purchase up to one hundred percent (100%) such percentage of such New SecuritiesSecurities set forth on the signature page executed by such Purchaser. The Investors Purchaser shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its affiliates. 10.1 (b) The Company shall give written notice (the “Offer Notice”) to the InvestorsPurchaser, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (c) By notification (“Acceptance Notice”) to the Company within ten three (103) business days after the date the Offer Notice is givengiven (the “Offer Termination Date”), the Investors each Purchaser may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) such percentage of such New SecuritiesSecurities indicated on its signature page. The closing If the Company receives no such notice from the Purchaser as of such Offer Termination Date, the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. If the Purchaser elects to participate in the Subsequent Financing, the Company shall use reasonable best efforts to close of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities to the Purchaser pursuant to this Section 10.33.3 within thirty (30) business days of delivery of the Acceptance Notice by Purchaser. 10.3 The (d) In the event the Company receives no Acceptance Notice from the Purchaser as of such Offer Termination Date, the Company may, during the ninety fifteen (9015) business day period following the expiration of the period provided in Section 10.2Offer Termination Date, offer and sell the remaining portion of such New Securities to any Person person or Persons persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Purchasers in accordance with this Section 103.3. 10.4 (e) The right of first offer in this Section 10 3.3 shall not be applicable to an Exempt Issuance “Exempted Securities” which means (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company (“Equity Plan”), (b) Warrant Shares and/or notes or any other securities exercisable or exchangeable for or convertible into shares of Common Stock (“Common Stock Equivalents”) issued and outstanding on the date of this Agreement , provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, or (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the Notefiling of any registration statement in connection therewith, and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. (f) If, for any reason or for no reason, the Company fails to give the Offer Notice pursuant to Section 3.3, and the Company proceeds to close such Subsequent Financing , then, in addition to all other remedies available to the Purchaser, as liquidated damages and not as a penalty, the Company shall, within two (2) Business Days after the Purchaser’s written request remit by wire transfer in immediately available funds to the Purchaser’s bank account set forth on the signature page to the Purchaser in an amount equal to the Purchase Price (the “Liquidated Damages”), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. (a) Subject to the terms and conditions of this Section 10 7 and applicable securities Lawslaws, if if, at any time prior to while the first anniversary of the first Closing hereunderNote remains outstanding, the Company proposes to offer or sell any New SecuritiesSecurities (as defined below) for cash consideration (a “Subsequent Financing”), the Company Holder shall first offer have the Investors right to participate therein in an amount equal to the opportunity to purchase up to one hundred lesser of: (i) fifty percent (10050%) of such the New Securities. The Investors shall be entitled to apportion Securities offered in the right of first offer hereby granted to them in proportion to their respective percentages Subsequent Financing and (ii) $5,000,000 of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated New Securities offered in the preceding sentenceSubsequent Financing. 10.1 The (b) By no later than 7:30 p.m. Eastern Time on the day prior to the proposed pricing date of the Subsequent Financing, the Company shall give notice (the “Offer Notice”) to the InvestorsHolder, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (c) By notification to the Company within ten (10) days after by no later than 7:00 a.m. Eastern Time on the day immediately following the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred the lesser of: (i) fifty percent (10050%) of the New Securities offered in the Subsequent Financing and (ii) $5,000,000 of the New Securities offered in the Subsequent Financing. If the Company receives no such New Securitiesnotice from the Holder as of such Notice Termination Time, the Holder shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 7 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of the initial sale of the New Securities pursuant to this Section 10.37(d). 10.3 (d) The Company may, during the ninety three (903) day Business Day period following the expiration of the period provided in Section 10.27(b), offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms generally no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Holder in accordance with this Section 107. 10.4 (e) The participation right of first offer in this Section 10 7 shall not be applicable to any at-the-market offering or any “Exempt Issuance” which, for purposes of this Amendment, an Exempt Issuance shall mean (i) equity securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock, (ii) shares of Common Stock or rights, warrants or options to purchase Common Stock issued to employees, directors or consultants of the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board (“Equity Plans”), (iii) shares of Common Stock actually issued upon the exercise of options, warrants or shares of Common Stock actually issued upon the conversion or exchange of any securities convertible into Common Stock, in each case issued to employees, directors or consultants of, the Company or any of its Subsidiaries pursuant to an Equity Plan and provided that such issuance is pursuant to the terms of the applicable option, warrant or convertible security, (iv) shares of Common Stock actually issued upon the exercise, conversion or exchange of the Note, (v) shares of Common Stock actually issued upon the exercise, conversion or exchange of securities (other than the Note) exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Amendment, provided that such securities have not been amended since the date of this Amendment to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities (in ease case, other than in connection with stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events occurring after the date hereof); provided, further, that it is understood that such securities will not be deemed to have been amended if the terms of such securities are automatically changed in accordance with their terms as such terms exist on the date of this Amendment, such as a decrease in their exercise price due to an anti-dilution provision, (vi) up to an aggregate of 2,500,000 shares of Common Stock (as defined adjusted for stock splits, recapitalizations and similar transactions) issued to consultants, advisors or vendors of the Company, or (vii) shares of Common Stock issued as consideration for an Acquisition. (f) For purposes of this Amendment and the Note, “New Securities” means, collectively, equity or debt securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity or debt securities, or securities of any type whatsoever that are, or may become convertible or exchangeable into or exercisable for such equity or debt securities (and, for the avoidance of doubt, include any securities issued in connection with an at-the-market offering) (and Section 5.14 of the Note is hereby amended by inserting such definition of “New Securities” in the Noteappropriate alphabetical order), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to during the first anniversary period ending 36 months after the date of the first Closing hereunderinitial Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer to the Investors the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. Such offer may only be accepted with the prior written approval of an Investor. If accepted by an Investor, it shall be afforded the opportunity to purchase its Pro Rata Portion (as defined below). The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to such proportions as they deem appropriate among themselves and their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceAffiliates. 10.1 The Company shall give notice no fewer than ten (10) Business Days in advance of the proposed date of the sale of New Securities (the “Information Notice”) to the Requisite Holder and each Investor, requesting if such Requisite Holder and Investors would desire to receive further information regarding the proposed sale. In the event that any Investor does not affirmatively respond to the Information Notice within two (2) Business Days of receipt thereof, the Company may proceed with the sale; provided that obligations and rights set forth in this Section 10 shall not be in force and effective for a period with respect to any non-affirming Investor for a period of 45 days following the delivery of the Information Notice; provided, further that the obligations and rights set forth in this Section 10 shall automatically renew following the expiration of such period. If an Investor affirmatively responds to the Information Notice, such sale shall be subject to the obligations and rights set forth in this Section 10. 10.2 The Company shall give notice no fewer than two (2) Business Days following receipt of an affirmative response to the Information Notice (the “Offer Notice”) to the InvestorsRequisite Holder and each Investor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 10.3 By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors Requisite Holder and each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, their Pro Rata Portion of up to one hundred twenty percent (10020%) of such New Securities. “Pro Rata Portion” means the ratio of (x) Securities purchased on the Closing Date by an Investor participating under this Section 10.3 and (y) the sum of the aggregate Securities purchased on the Closing Date by all Investors participating under this 10.3. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety sixty (9060) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.310.4. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderClosing, the Company or any of its Subsidiaries proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its (or a Subsidiary’s, as applicable) bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety three (903) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company or a Subsidiary, as applicable, may, during the ninety three (903) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company or a Subsidiary, as applicable, does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty five (305) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined Exempted Securities and shall be in the Note), or any New Securities registered for sale under the Securities Actaccordance with all applicable federal and state securities Laws.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion such proportions as it deems appropriate among itself and its Affiliates (provided that such Affiliates are accredited investors and otherwise legally permitted to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of participate in such time stated in the preceding sentenceSubsequent Financings). 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten two (102) days after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 9 shall occur within the later of ninety five (905) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety five (905) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities ActExempted Securities.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 11 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any (i) equity securities of the Company, whether or not currently authorized, (ii) rights, convertible securities, options, or warrants to purchase or otherwise acquire such equity securities of the Company, or (iii) securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for equity securities of the Company, including, without limitation, convertible debt (collectively, “New Securities”), the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled Securities to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement each Stockholder, as of such time stated in the preceding sentence.follows: 10.1 (a) The Company shall give written notice (the “Offer Notice”) to the Investorseach Holder, stating (ai) its bona fide intention to offer such New Securities, (bii) the total number of such New Securities to be offeredoffered (the “Offered New Securities”), and (ciii) the price and terms, if any, terms upon which it proposes to offer such New Securities. 10.2 (b) By notification to the Company within ten fifteen (1015) days after the Offer Notice is givenreceived, the Investors each Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent its Pro Rata Portion of the Offered New Securities. At the expiration of such fifteen (100%15) day period, the Company shall promptly notify each Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Holder”) of any Holder’s failure to do likewise. During the fifteen (15) day period commencing on the date of delivery of such notice, each Fully Exercising Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of Offered New SecuritiesSecurities specified above, up to that portion of the Offered New Securities for which Holders were entitled to subscribe but that were not subscribed for by the Holders which is equal to the proportion that the number of Shares of Common Stock then held by such Fully Exercising Holder on an As-Converted Basis immediately prior to the issuance of the Offered New Securities bears to the total number of Shares of Common Stock then held immediately prior to the issuance of New Securities by all Fully Exercising Holders who wish to purchase or otherwise acquire such unsubscribed shares on an As-Converted Basis. The closing of any sale pursuant to this Section 10 11(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the Offered New Securities pursuant to Section 10.311(c). 10.3 The (c) If all Offered New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 11(b), the Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.211(b), offer and sell the remaining unsubscribed portion of such Offered New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Offered New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered New Securities shall not be offered unless first reoffered to the Investors Holders in accordance with this Section 1011. 10.4 The right of first offer (d) A Holder shall be entitled to apportion the rights granted to it pursuant to this Section 11 among itself and its Affiliates, if any, in such proportions as it deems appropriate. (e) Notwithstanding anything herein to the contrary, the rights set forth in this Section 10 11 shall not be applicable to an Exempt Issuance (i) Shares, or rights or options with respect to Shares, issued to any officer, director, employee or consultant of the Company or any of its subsidiaries in accordance with Section 9, (ii) Shares, rights, convertible securities, options, or warrants issued by the Company as defined consideration for the acquisition of another Person or assets or properties of another Person, provided the aggregate consideration in the Noteform of Shares, rights, convertible securities, options, or warrants for all such acquisitions shall not exceed $15,000,000, (iii) the Warrants, Shares of Preferred Stock issuable upon the exercise of Warrants or Shares of Common Stock issuable upon the conversion of Shares of Preferred Stock, (iv) the Convertible Notes or the Shares of Common Stock issuable upon conversion of the Convertible Notes, (v) Shares, rights, convertible securities, options, or warrants issuable upon the exercise or conversion of rights, convertible securities, options, or warrants issued after the date hereof (“Subsequently Issued Rights”), provided that the Company complied with its obligations under this Section 11 in connection with the issuance of such Subsequently Issued Rights (to the extent applicable), or any New Securities registered for (vi) Shares issued in a Qualified PO. For the avoidance of doubt, each Holder hereby waives compliance in all respects with Section 11 of the Original Agreement in connection with the offer and sale under of the Securities ActConvertible Notes.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 6.1 and applicable securities Laws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled Securities to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceInvestor. 10.1 (a) The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (b) By notification to the Company within ten (10) days after the Offer Notice is given, the Investors Investor may elect to purchase or otherwise acquirepurchase, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) that portion of such New SecuritiesSecurities which equals the proportion that the Common Stock issued or issuable upon the conversion or exercise of Preferred Stock at the time of the Offer Notice bears to the total Common Stock of the Company then issued and outstanding (together with any Common Stock issuable upon the issuance or exercise of options or equity grans issued pursuant to the Company incentive plan) at the time of the Offer Notice. The closing of any sale pursuant to this Section 10 6.1(b) shall occur within the later of ninety thirty (9030) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.36.1(c). 10.3 The (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 6.1(b), the Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.26.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty ninety (3090) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Section 106.1. 10.4 The right (d) Notwithstanding any provision hereof to the contrary, in lieu of first offer in complying with the provisions of this Section 10 6.1, the Company may elect to give notice to the Investor within thirty (30) days after the issuance of New Securities. Such notice shall not be applicable describe the type, price, and terms of the New Securities. The Investor shall have ten (10) days from the date notice is given to an Exempt Issuance elect to purchase up to the number of New Securities that would, if purchased by the Investor, maintain the Investor’s percentage-ownership position, calculated as set forth in Section 6.1(b) before giving effect to the issuance of such New Securities. (e) All rights and obligations conferred under this Section 6.1 shall terminate on the earlier of: (i) immediately prior to the Initial Offering, (ii) the day on which the Company first becomes subject to the reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) the occurrence of a Deemed Liquidation Event (as defined in the NoteCertificate), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New Securities, the Company shall first offer to the Investors the opportunity to purchase up to one hundred thirty percent (10030%) of such New Securities. Such offer may only be accepted with the prior written approval of an Investor. If accepted by the Investor, it shall be afforded the opportunity to purchase its Pro Rata Portions (as defined below) of up to thirty percent (30%) of such New Securities. The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to such proportions as they deem appropriate among themselves and their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceAffiliates. 10.1 The Company shall give notice no fewer than ten (10) Business Days in advance of the proposed date of the sale of New Securities (the “Information Notice”) to the Requisite Holder and each Investor, requesting if such Requisite Holder and Investors would desire to receive further information regarding the proposed sale. In the event that any Investor does not affirmatively respond to the Information Notice within two (2) Business Days of receipt thereof, the Company may proceed with the sale; provided that obligations and rights set forth in this Section 10 shall not be in force and effective for a period with respect to any non-affirming Investor for a period of 45 days following the delivery of the Information Notice; provided, further that the obligations and rights set forth in this Section 10 shall automatically renew following the expiration of such period. If an Investor affirmatively responds to the Information Notice, such sale shall be subject to the obligations and rights set forth in this Section 10. 10.2 The Company shall give notice no fewer than two (2) Business Days following receipt of an affirmative response to the Information Notice (the “Offer Notice”) to the InvestorsRequisite Holder and each Investor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 10.3 By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors Requisite Holder and each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, their Pro Rata Portion of up to one hundred thirty percent (10030%) of such New Securities. “Pro Rata Portion” means the ratio of (x) Securities purchased on the Closing Date by an Investor participating under this Section 10.3 and (y) the sum of the aggregate Securities purchased on the Closing Date by all Investors participating under this 10.3. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.310.4. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to date that is twenty-four (24) months following the first anniversary of the first Closing hereunderfinal Closing, the Company proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days Business Day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred twenty percent (10020%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 9 shall occur within the later of ninety five (905) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety five (905) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities ActExempted Securities.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to date that is twenty four (24) months following the first anniversary of the first Closing hereunderInitial Closing, the Company proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred fifteen percent (10015%) of such New SecuritiesSecurities (the “Participation Maximum”). The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion such proportions as it deems appropriate among itself and its Affiliates. 10.1 Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to their respective percentages the Trading Day of the total Subscription Amount expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including every Closing a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing), the Company shall deliver to the Investor a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and subject to any confidentiality provisions and applicable privacy laws, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment. 10.2 The Investor must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to the Investor (the “Notice Termination Time”) that it is willing to participate in the Subsequent Financing, the amount of the Investor’s participation, and representing and warranting that the Investor has occurred under this Agreement such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the Investor as of such time stated in Notice Termination Time, the preceding sentence. 10.1 The Company Investor shall give notice (the “Offer Notice”) be deemed to the Investors, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to have notified the Company within ten (10) days after the Offer Notice is given, the Investors may that it does not elect to purchase or otherwise acquire, at the price and on the terms specified participate in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3Subsequent Financing. 10.3 The Company maymust provide the Investor with a second Subsequent Financing Notice, during and the ninety Investor will again have the right of participation set forth above in this Section 10, if the definitive agreement related to the initial Subsequent Financing Notice is not entered into for any reason on the terms set forth in such Subsequent Financing Notice within two (902) day period following Trading Days after the expiration date of delivery of the period provided initial Subsequent Financing Notice. 10.4 The Company and the Investor agree that, in Section 10.2connection with a Subsequent Financing, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable transaction documents related to the offeree thanSubsequent Financing shall include a requirement for the Company to issue a widely disseminated press release after market close if the transaction documents are executed during trading hours on a Trading Day or prior to 9:30 am (New York City time) on the immediately following Trading Day of execution of the transaction documents in such Subsequent Financing (or, those specified if the date of execution is not a Trading Day, prior to 9:30 am (New York City time) on the immediately following Trading Day) that discloses the material terms of the transactions contemplated by the transaction documents in such Subsequent Financing. 10.5 Notwithstanding anything to the contrary in this Section 10 and unless otherwise agreed to by the Investor, the Company shall either confirm in writing to the Investor that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Offer Subsequent Financing, in either case in such a manner such that the Investor will not be in possession of any material, non-public information, by 9:30 am (New York City time) on the second (2nd) Trading Day following date of delivery of the Subsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Trading Day, no public disclosure regarding a transaction with respect to the Company does not enter into an agreement for Subsequent Financing has been made, and no notice regarding the sale abandonment of such transaction has been received by the New Securities within Investor, such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder transaction shall be deemed to be revived have been abandoned and such New Securities Investor shall not be offered unless first reoffered deemed to be in possession of any material, non-public information with respect to the Investors in accordance with this Section 10Company or any of its Subsidiaries. 10.4 10.6 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities ActExempted Securities.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New Securities, the Company shall first offer to the Investors the opportunity to purchase up to one hundred thirty percent (10030%) of such New Securities. Such offer may only be accepted with the prior written approval of the Requisite Holders. If accepted by the Requisite Holders, the Requisite Holders providing such approval and each of the other Investors shall be afforded the opportunity to purchase their Pro Rata Portions (as defined below) of up to thirty percent (30%) of such New Securities. The Investors shall be entitled to apportion the right of first offer hereby granted to them it in proportion to such proportions as they deem appropriate among themselves and their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceAffiliates. 10.1 The Company shall give notice no fewer than five (5) Business Days in advance of the proposed date of the sale of New Securities (the “Offer Notice”) to the Investorseach Investor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, their Pro Rata Portion of up to one hundred thirty percent (10030%) of such New Securities. “Pro Rata Portion” means the ratio of (x) Securities purchased on the Closing Date by an Investor participating under this Section 10.2 and (y) the sum of the aggregate Securities purchased on the Closing Date by all Investors participating under this 10.2. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 7.1 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled Securities to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement each Investor as of such time stated in the preceding sentence.follows: 10.1 (a) The Company shall give notice (the “"Offer Notice”") to the Investorseach Investor, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (b) By notification to the Company within ten twenty (1020) days after the Offer Notice is given, the Investors each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) that portion of such New SecuritiesSecurities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Notes and Warrants and Common Stock Equivalents (as defined in the Notes) then held, by such Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Notes and Warrants and Common Stock Equivalents). The closing of any sale pursuant to this Section 10 7.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.37.1(c). 10.3 The (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 7.1(b), the Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.27.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 107.1(a). 10.4 (d) The right of first offer in this Section 10 7.1 shall not be applicable to an (i) Exempt Issuance Issuances (as defined in the NoteNotes); (ii) the issuance of Notes and Warrants to Additional Investors pursuant to Section 2.2 of this Agreement; and (iii) the issuance of Conversion Stock upon conversion or exercise of the Notes and Warrants. (e) Notwithstanding any provision hereof to the contrary, or any in lieu of complying with the provisions of this Section 7.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities registered for that would, if purchased by such Investor, maintain such Investor's percentage-ownership position, calculated as set forth in Section 7.1(b) before giving effect to the issuance of such New Securities. The closing of such sale under shall occur within sixty (60) days of the Securities Actdate notice is given to the Investors.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereundereach Closing, the Company proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion such proportions as it deems appropriate among itself and its Affiliates (provided that such Affiliates are accredited investors and otherwise legally permitted to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of participate in such time stated in the preceding sentenceSubsequent Financings). 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten two (102) days after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 9 shall occur within the later of ninety five (905) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety five (905) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities ActExempted Securities.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to date that is eighteen months following the first anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days business day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 9 shall occur within the later of ninety five (905) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety five (905) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities ActExempted Securities.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to during the first anniversary period ending on the sooner of the first date the Note is repaid or otherwise satisfied or 18 months after the Closing hereunderDate of the initial Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer to the Investors the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities (such amount, the “Offered Securities”). Such offer may only be accepted with the prior written approval of an Investor. If accepted by an Investor, it shall be afforded the opportunity to purchase its Pro Rata Portion (as defined below). The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to such proportions as they deem appropriate among themselves and their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceAffiliates. 10.1 The Company shall give notice no fewer than three (3) Business Days in advance of the proposed date of the sale of New Securities (the “Information Notice”) to the Requisite Holder and each Investor, requesting if such Requisite Holder and Investors would desire to receive further information regarding the proposed sale. In the event that any Investor does not affirmatively respond to the Information Notice within two (2) Business Days of receipt thereof, the Company may proceed with the sale; provided that obligations and rights set forth in this Section 10 shall not be in force and effective for a period with respect to any non-affirming Investor for a period of 45 days following the delivery of the Information Notice; provided, further that the obligations and rights set forth in this Section 10 shall automatically renew following the expiration of such period. If an Investor affirmatively responds to the Information Notice, such sale shall be subject to the obligations and rights set forth in this Section 10. 10.2 The Company shall give notice no fewer than two (2) Business Days following receipt of an affirmative response to the Information Notice (the “Offer Notice”) to the InvestorsRequisite Holder and each Investor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 10.3 By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors Requisite Holder and each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) their Pro Rata Portion of such New the Offered Securities. The closing “Pro Rata Portion” means the ratio of any sale pursuant to (x) Securities purchased by an Investor participating under this Section 10 shall occur within 10.3 and (y) the later of ninety (90) days sum of the date that the Offer Notice is given and the date of initial sale of the New aggregate Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the purchased by all Investors in accordance with participating under this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 9 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New SecuritiesSecurities (a "Subsequent Financing"), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 9.1 The Company shall give notice (the “"Offer Notice”") to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 9.2 By notification to the Company within ten four (104) days after the date the Offer Notice is givengiven (the "Notice Termination Time"), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 9 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.39.3. 10.3 9.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.29.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms generally no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 109. 10.4 9.4 The right of first offer in this Section 10 9 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities Act0000 Xxx.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first second anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities Act1000 Xxx.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 6.2 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New SecuritiesSecurities to MRC in accordance with this Section 6.2. The Investors MRC shall be entitled to apportion the right of first offer hereby granted to them it among itself and its Affiliates in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate. 10.1 (a) The Company shall give notice (the “"Offer Notice”") to the InvestorsMRC, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (b) By notification to the Company within ten twenty (1020) days Business Days after the Offer Notice is given, the Investors MRC may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) that portion of such New Securities. The closing Securities which equals the proportion that the number of shares of Common Stock then held by MRC plus the number of Warrant Shares issuable to MRC (directly or indirectly), bears to the total number of shares of Common Stock then issued and outstanding (including any sale pursuant to this Section 10 shall occur within the later shares of ninety (90) days Common Stock issuable upon exercise of the date that Warrant). If the proposed offering of New Securities is in an offering in which the price and terms are not known at the time the Offer Notice is given sent to MRC, then MRC may elect to participate subject to being provided the price and the date of initial sale terms of the New Securities pursuant to Section 10.3Securities. 10.3 (c) The Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.26.2(a), enter into an agreement to offer and sell sell, or sell, the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors MRC in accordance with this Section 106.2. 10.4 (d) The right of first offer set forth in this Section 10 6.2 shall (i) terminate on the first (1st) anniversary of the Closing Date; and (ii) not apply in respect of Exempt Securities. (e) Notwithstanding anything to the contrary contained in this Section 6.2, the right of MRC or its Affiliates to purchase New Securities pursuant to this Section 6.2 shall be limited to the extent necessary to insure that, following such purchase, the total number of shares of Common Stock (including Warrant Shares or, if applicable, the New Securities), does not exceed the maximum number of shares of Common Stock issuable in compliance with the Marketplace listing rules of the Nasdaq Global Market. The above restrictions may not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Actwaived.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first one year anniversary of the first Closing hereunderClosing, the Company or any of its Subsidiaries proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its (or a Subsidiary’s, as applicable) bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred twenty percent (10020%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety three (903) days of the earlier of (a) the date that the Offer Notice is given and (b) the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company or a Subsidiary, as applicable, may, during the ninety three (903) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company or a Subsidiary, as applicable, does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined Exempted Securities and shall be in the Note), or any New Securities registered for sale under the Securities Actaccordance with all applicable federal and state securities Laws.

Rights to Future Stock Issuances. (m) Subject to the terms and conditions of this Section 10 Subsection 4.5(a) and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New SecuritiesSecurities to each Stockholder that is an “accredited investor” (as defined in Rule 501(a) under the Securities Act). The Investors A Stockholder shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among (i) itself, and (ii) its Affiliates. 10.1 (n) The Company shall give notice (the “Offer Notice”) to the Investorseach Stockholder, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (o) By notification to the Company within ten twenty (1020) days after the Offer Notice is given, the Investors each Stockholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) that portion of such New SecuritiesSecurities which equals the proportion that the Common Stock then held by such Stockholder (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by such Stockholder) bears to the total Common Stock of the Company then issued and outstanding (assuming full conversion and/or exercise, as applicable, of any Derivative Securities then outstanding). At the expiration of such twenty (20) day period, the Company shall promptly notify each Stockholder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Stockholder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Stockholders were entitled to subscribe but that were not subscribed for by the Stockholders which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 10 Subsection 4.5(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3Subsection 4.5(d). 10.3 The (p) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.5(c), the Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.2Subsection 4.5(c), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Stockholders in accordance with this Section 10Subsection 4.5. 10.4 (q) The right of first offer in this Section 10 Subsection 4.5 shall not be applicable to an Exempt Issuance (as defined i) shares of Common Stock issued in the Note)IPO, or and (ii) any New Securities registered for sale as to which the rights of the Stockholders under this Subsection 4.5 have been waived by the Securities Actaffirmative vote (including by written consent) of the Requisite Stockholders.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to date that is twenty-four (24) months following the first anniversary of the first Closing hereundermost recent Closing, the Company proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 10.1. The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 10.2. By notification to the Company within ten one (101) days Business Day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred twenty percent (10020%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety five (905) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 10.3. The Company may, during the ninety five (905) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 10.4. The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities ActExempted Securities.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary earlier of (i) such date as the first Closing hereunderNote has been repaid or converted in full, and (ii) the date that is twenty-four (24) months following the last occurring Closing, the Company proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days Business Day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred twenty percent (10020%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety five (905) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety five (905) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities ActExempted Securities.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderinitial Closing, the Company proposes to offer or sell any New SecuritiesSecurities in a Qualified Financing, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New SecuritiesSecurities in a Qualified Financing. The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to proportions as their respective ownership percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceNotes and accompanying Warrants. 10.1 The Company shall give notice (the “Offer Notice”) to the Investors, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten three (103) days after the Offer Notice is given, the Investors may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderany Closing, the Company proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten two (102) days after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale to the Investor pursuant to this Section 10 shall occur within the no later of ninety (90) days of the date that the Offer Notice is given and than the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety five (905) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities Act0000 Xxx.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first second anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities Act0000 Xxx.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 11 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any (i) equity securities of the Company, whether or not currently authorized, (ii) rights, convertible securities, options, or warrants to purchase or otherwise acquire such equity securities of the Company, or (iii) securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for equity securities of the Company, including, without limitation, convertible debt (collectively, “New Securities”), the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled Securities to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement each Stockholder, as of such time stated in the preceding sentence.follows: 10.1 (a) The Company shall give written notice (the “Offer Notice”) to the Investorseach Holder, stating (ai) its bona fide intention to offer such New Securities, (bii) the total number of such New Securities to be offeredoffered (the “Offered New Securities”), and (ciii) the price and terms, if any, terms upon which it proposes to offer such New Securities. 10.2 (b) By notification to the Company within ten fifteen (1015) days after the Offer Notice is givenreceived, the Investors each Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent its Pro Rata Portion of the Offered New Securities. At the expiration of such fifteen (100%15) day period, the Company shall promptly notify each Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Holder”) of any Holder’s failure to do likewise. During the fifteen (15) day period commencing on the date of delivery of such notice, each Fully Exercising Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of Offered New SecuritiesSecurities specified above, up to that portion of the Offered New Securities for which Holders were entitled to subscribe but that were not subscribed for by the Holders which is equal to the proportion that the number of Shares of Common Stock then held by such Fully Exercising Holder on an As-Converted Basis immediately prior to the issuance of the Offered New Securities bears to the total number of Shares of Common Stock then held immediately prior to the issuance of New Securities by all Fully Exercising Holders who wish to purchase or otherwise acquire such unsubscribed shares on an As-Converted Basis. The closing of any sale pursuant to this Section 10 11(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the Offered New Securities pursuant to Section 10.311(c). 10.3 The (c) If all Offered New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 11(b), the Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.211(b), offer and sell the remaining unsubscribed portion of such Offered New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Offered New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered New Securities shall not be offered unless first reoffered to the Investors Holders in accordance with this Section 1011. 10.4 The right of first offer (d) A Holder shall be entitled to apportion the rights granted to it pursuant to this Section 11 among itself and its Affiliates, if any, in such proportions as it deems appropriate. (e) Notwithstanding anything herein to the contrary, the rights set forth in this Section 10 11 shall not be applicable to an Exempt Issuance (i) Shares, or rights or options with respect to Shares, issued to any officer, director, employee or consultant of the Company or any of its subsidiaries in accordance with Section 9, (ii) Shares, rights, convertible securities, options, or warrants issued by the Company as defined consideration for the acquisition of another Person or assets or properties of another Person, provided the aggregate consideration in the Noteform of Shares, rights, convertible securities, options, or warrants for all such acquisitions shall not exceed $8,000,000, (iii) the Warrants, Shares of Preferred Stock issuable upon the exercise of Warrants or Shares of Common Stock issuable upon the conversion of Shares of Preferred Stock, (iv) Shares, rights, convertible securities, options, or warrants issuable upon the exercise or conversion of rights, convertible securities, options, or warrants issued after the date hereof (“Subsequently Issued Rights”), provided that the Company complied with its obligations under this Section 11 in connection with the issuance of such Subsequently Issued Rights (to the extent applicable), or any New Securities registered for sale under the Securities Act(v) Shares issued in a Qualified IPO.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderClosing, the Company or any of its Subsidiaries proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its (or a Subsidiary’s, as applicable) bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety three (903) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company or a Subsidiary, as applicable, may, during the ninety three (903) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company or a Subsidiary, as applicable, does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined Exempted Securities and shall be in the Note), or any New Securities registered for sale under the Securities Actaccordance with all applicable federal and state securities Laws.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first second anniversary of the first Closing hereunderClosing, the Company or any of its Subsidiaries proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its (or a Subsidiary’s, as applicable) bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred twenty percent (10020%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety three (903) days of the earlier of (a) the date that the Offer Notice is given and (b) the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company or a Subsidiary, as applicable, may, during the ninety three (903) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined Exempted Securities and shall be in the Note), or any New Securities registered for sale under the Securities Actaccordance with all applicable federal and state securities Laws.

Rights to Future Stock Issuances. 11.01 The following provisions of this Section 11 shall apply for so long as the Investor holds at least three (3) percent of the Equity Interests (and for the purpose of calculating the foregoing percentage, any Ordinary Share Equivalents shall be deemed to have converted into, or been exercised for, the maximum aggregate number of Ordinary Shares potentially issuable thereunder as at the date in question). 11.02 Subject to the terms and conditions of this Section 10 11 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer to the Investors Investor the opportunity to purchase up to one hundred percent its Pro Rata Portion (100%as defined below) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 11.03 The Company shall give notice no fewer than three (3) Business Days in advance of the proposed date of the sale of New Securities (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 11.04 By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) its Pro Rata Portion of such New Securities. “Pro Rata Portion” means the ratio of (x) the Total Potential Investor Shares and (y) the aggregate number of Ordinary Shares outstanding and entitled to participate in such offer (including the Total Potential Investor Shares but excluding the New Securities); provided that the Pro Rata Portion shall be capped in accordance with this Agreement and the Note. The “Total Potential Investor Shares” means (without duplication) the aggregate of (i) the Ordinary Shares held by the Investor and its Affiliates, (ii) the number of Ordinary Shares into which the total outstanding Principal Amount of the Note held by the Investor or any Affiliate (together with all accrued and unpaid interest, liquidated damages and/or any other amounts which may become due under the Note) may be converted by the terms of the Note, and (iii) the number of Ordinary Shares for which any outstanding and unexercised Warrant held by the Investor or any Affiliate may be exercised, in each case, as at the date of such offer. The closing of any sale pursuant to this Section 10 11 shall occur within the later of (x) ninety (90) days of the date that the Offer Notice is given and (y) the date of initial sale of the New Securities pursuant to Section 10.311.05. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunderClosing, the Company or any of its Subsidiaries proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its (or a Subsidiary’s, as applicable) bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred twenty percent (10020%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety three (903) days of the earlier of (a) the date that the Offer Notice is given and (b) the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company or a Subsidiary, as applicable, may, during the ninety three (903) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company or a Subsidiary, as applicable, does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined Exempted Securities and shall be in the Note), or any New Securities registered for sale under the Securities Actaccordance with all applicable federal and state securities Laws.

Rights to Future Stock Issuances. (a) Subject to the terms and conditions of this Section 10 6.1 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New SecuritiesSecurities to each Preferred Stockholder. The Investors A Preferred Stockholder shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate, among (i) itself, and (ii) its Affiliates. 10.1 (b) The Company shall give notice (the “Offer Notice”) to the Investorseach Preferred Stockholder, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (c) By notification to the Company within ten (10) days after the Offer Notice is given, the Investors each Preferred Stockholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) that portion of such New SecuritiesSecurities which equals the proportion that the Preferred Stock then held by such Preferred Stockholder bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding. The closing of any sale pursuant to this Section 10 6.1(c) shall occur within the later of ninety sixty (9060) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.36.1(b). 10.3 The (d) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 6.1(c) the Company may, during the ninety one hundred and twenty (90120) day period following the expiration of the period periods provided in Section 10.2, 6.1(c) offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Preferred Stockholders in accordance with this Section 106.1. 10.4 (e) The right of first offer in this Section 10 6.1 shall not be applicable to an Exempt Issuance (i) Exempted Securities (as defined in the NoteCertificate of Incorporation); and (ii) shares of Common Stock issued in the IPO. (f) The covenants set forth in Section 6.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or any New Securities registered for sale under (ii) upon the Securities Actclosing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 4.8 and applicable securities Lawslaws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any equity securities of the Company, whether or not currently authorized, as well as rights, options or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (collectively, “New Securities), other than any offering of New Securities in a firm commitment underwriting, then the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New SecuritiesSecurities to Kinderhook. The Investors Kinderhook shall be entitled to apportion the right of first offer hereby granted to them it among itself and its Affiliates in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate. 10.1 (a) The Company shall give notice (the “Offer Notice”) to the InvestorsKinderhook, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (b) By notification to the Company within ten twenty (1020) days after the Offer Notice is given, the Investors Kinderhook may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, which equals the proportion that the Common Stock issued and upon terms no more favorable held by Kinderhook bears to the offeree than, those specified in total Common Stock of the Offer Notice. Company then outstanding. (c) If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Kinderhook in accordance with this Section 104.8. If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.8, the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 6.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within ninety (90) days following the expiration of the period provided in Section 4.8(c), or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to Kinderhook in accordance with this Section 4.8. 10.4 (d) The right of first offer in this Section 10 4.8 shall not be applicable to an Exempt Issuance (as defined in i) shares of Common Stock issuable or issued to employees, consultants or directors of the Note)Company pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Company, (ii) Common Stock, or options or warrants to purchase Common Stock, issued to vendors, suppliers, financial institutions or lessors in connection with commercial credit arrangements, commercial property transactions, equipment financings, leases or similar transactions approved by the Board of Directors of the Company, (iii) shares of Common Stock or preferred stock issuable upon exercise of options or convertible securities outstanding as of the date of this Agreement, and (iv) Common Stock, or options or warrants to purchase Common Stock issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board of Directors of the Company. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.8, the Company may elect to give notice to Kinderhook within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price and terms of the New Securities. Kinderhook shall have twenty (20) days from the date notice is given to elect to purchase on the same price and terms up to the number of New Securities registered for that would, if purchased by such Kinderhook, maintain such Kinderhook’s percentage-ownership position, calculated as set forth in Section 4.8(b) before giving effect to the issuance of such New Securities. The closing of such sale under shall occur within sixty (60) days of the Securities Actdate notice is given to the Kinderhook.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to during the first anniversary period ending 36 months after the date of the first Closing hereunderinitial Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer to the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors shall Such offer may only be entitled to apportion accepted with the right of first offer hereby granted to them in proportion to their respective percentages prior written approval of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceInvestor. 10.1 The Company shall give notice no fewer than ten (10) Business Days in advance of the proposed date of the sale of New Securities (the “Information Notice”) to the Investor. In the event that the Investor does not affirmatively respond to the Information Notice within two (2) Business Days of receipt thereof, the Company may proceed with the sale; provided that obligations and rights set forth in this Section 10 shall not be in force and effective for a period with respect to any non-affirming Investor for a period of 45 days following the delivery of the Information Notice; provided, further that the obligations and rights set forth in this Section 10 shall automatically renew following the expiration of such period. If the Investor affirmatively responds to the Information Notice, such sale shall be subject to the obligations and rights set forth in this Section 10. 10.2 The Company shall give notice no fewer than two (2) Business Days following receipt of an affirmative response to the Information Notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 10.3 By notification to the Company within ten five (105) days after the Offer Notice is given, the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, of up to one hundred twenty percent (10020%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety sixty (9060) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.310.4. 10.3 10.4 The Company may, during the ninety sixty (9060) day period following the expiration of the period provided in Section 10.210.3, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Section 10. 10.4 10.5 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)offers, issuances, sales or other transactions related to Exempted Securities, or any New Securities registered for sale under the Securities 1933 Act.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first second anniversary of the first Closing hereunderClosing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred ten percent (10010%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement such proportions as of such time stated in the preceding sentenceit deems appropriate among itself and its Affiliates. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred ten percent (10010%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note)Exempted Securities, or any New Securities registered for sale under the Securities 1933 Act, or the securities identified in Schedule 5.7.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 6.1 and applicable securities Laws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled Securities to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentenceeach Major Investor. 10.1 (a) The Company shall give notice (the “Offer Notice”) to the Investorseach Major Investor, stating (ai) its bona fide intention to offer such New Securities, (bii) the number of such New Securities to be offered, and (ciii) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 (b) By notification to the Company within ten (10) days after the Offer Notice is given, the Investors each Major Investor may elect to purchase or otherwise acquirepurchase, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) that portion of such New SecuritiesSecurities which equals the proportion that the Common Stock held by such Major Investor, respectively (or, in the case of MWIG, the Common Stock issuable upon the conversion or exercise of Preferred Stock or, in the case of KLIM, the Common Stock issuable upon the conversion of any Convertible Security (assuming payment in cash and not using “treasury method”), at the time of the Offer Notice bears to the total Common Stock then issued and outstanding (together with any Common Stock issuable upon the issuance or exercise of options or equity grants issued pursuant to the Company incentive plan) at the time of the Offer Notice. The closing of any sale pursuant to this Section 10 6.1(b) shall occur within the later of ninety thirty (9030) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.36.1(c). 10.3 The (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 6.1(b), the Company may, during the ninety (90) day period following the expiration of the period periods provided in Section 10.26.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty ninety (3090) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors each Major Investor in accordance with this Section 106.1. 10.4 The right (d) Notwithstanding any provision hereof to the contrary, in lieu of first offer in complying with the provisions of this Section 10 6.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall not be applicable describe the type, price, and terms of the New Securities. Each Major Investor shall have ten (10) days from the date notice is given to an Exempt Issuance elect to purchase up to the number of New Securities that would, if purchased by a Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Section 6.1(b) before giving effect to the issuance of such New Securities. (e) All rights and obligations conferred under this Section 6.1 shall terminate on the earlier of: (i) immediately prior to the Initial Offering, (ii) the day on which the Company first becomes subject to the reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) the occurrence of a Deemed Liquidation Event (as defined in the NoteCertificate, in effect as of the date hereof), or any New Securities registered for sale under the Securities Act.

Rights to Future Stock Issuances. Subject (a) At all times while this Agreement remains in effect, for so long as (A) other than any Transfer made pursuant to Section 7(b)(iv) of the terms and conditions Purchase Agreement, Purchaser has not Transferred all or any portion of the Securities to any Person that is not a Permitted Transferee, or (B) Purchaser has not failed to exercise at least 50% of its Pro Rata Portion in connection with the pre-emptive rights described in Section 7(f) of the Purchase Agreement or in this Section 10 and applicable securities Laws4 in full more than once following the Triggering Event Date, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, Securities the Company shall first offer the Investors Purchaser the opportunity to purchase New Securities in an amount equal to up to one hundred percent Purchaser’s pro rata ownership (100%which shall include all shares of Capital Stock then owned by Purchaser and all shares issuable under all of Purchaser’s Option assuming full exercise thereof) based on the ratio that the shares of Capital Stock owned by Purchaser bear to all issued and outstanding shares of Capital Stock, assuming exercise of all of Purchaser’s Option if applicable, and calculated on a fully diluted basis utilizing the treasury stock method of accounting as of the date of such New Securitiesoffering (the “Pro Rata Portion”). The Investors Purchaser’s participation in such offering shall be entitled to apportion on the right of first offer hereby granted to them same terms and conditions as other investors in proportion to their respective percentages of the total Subscription Amount any such offering, including every Closing that has occurred under this Agreement as all proceeds of such time stated offering and sale to Purchaser be in funds immediately available for use by the Company; provided, that Purchaser shall not be obligated to agree to any restrictive covenants or otherwise limit its rights in connection therewith, other than applicable federal and state securities Laws and other required regulatory compliance, if any, in connection with participation in the preceding sentenceoffering. 10.1 (b) The Company shall give notice (the “an Offer Notice”) Notice to the InvestorsPurchaser, stating (aA) its bona fide intention to offer such New Securities, (bB) the proposed number of such New Securities to be offered, and (cC) the price and terms, if anyavailable, upon which it proposes to offer such New SecuritiesSecurities and (D) Purchaser’s Pro Rata Portion. The Company shall promptly provide any additional information reasonably requested by Purchaser with respect to the proposed transaction involving the New Securities following receipt of the Offer Notice. 10.2 (c) By notification to the Company within ten (10) days five Business Days after the Offer Notice is given, the Investors Purchaser may elect to purchase all or otherwise acquireany portion of its Pro Rata Portion of such New Securities, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 4 shall occur within the later of ninety (90) days 10 Business Days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to this Section 10.34. 10.3 (d) The Company may, during the ninety (90) day 10-Business Day period following the expiration of the period provided in Section 10.24(c), offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Purchaser in accordance with this Section 104. 10.4 (e) The right of first offer in this Section 10 4 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities ActExempted Securities.

Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Lawslaws, if at any time prior to the first second anniversary of the first Closing hereundermost recent Closing, the Company or any of its Subsidiaries proposes to offer or sell any New SecuritiesSecurities (a “Subsequent Financing”), the Company shall first offer the Investors Investor the opportunity to purchase up to one hundred twenty percent (10020%) of such New Securities. The Investors Investor shall be entitled to apportion the right of first offer hereby granted to them it in proportion such proportions as it deems appropriate among itself and its Affiliates. For the avoidance of doubt, this provision shall not apply to their respective percentages the issuance or registration of (i) Ordinary Shares underlying warrants of the total Subscription Amount including every Closing that has occurred under this Agreement Company outstanding on the date hereof and set forth on Schedule 5.7 and (ii) Ordinary Shares or Ordinary Share Equivalents pursuant to the conversion of any convertible Indebtedness outstanding as of the date hereof; provided, that such time stated in convertible Indebtedness has not been amended or modified after the preceding sentencedate hereof. 10.1 The Company shall give notice (the “Offer Notice”) to the InvestorsInvestor, stating (a) its (or a Subsidiary’s, as applicable) bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten one (101) days day after the date the Offer Notice is givengiven (the “Notice Termination Time”), the Investors Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred twenty percent (10020%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety three (903) days of the earlier of (a) the date that the Offer Notice is given and (b) the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company or a Subsidiary, as applicable, may, during the ninety three (903) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company or a Subsidiary, as applicable, does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Investor in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined Exempted Securities and shall be in the Note), or any New Securities registered for sale under the Securities Actaccordance with all applicable federal and state securities Laws.