Common use of Subsequent Financing Clause in Contracts

Subsequent Financing. From the date hereof until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) 12 month anniversary of the initial closing pursuant to the Section 2(a) of this Agreement, upon a Subsequent Financing, Investor shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Investor, and only upon a request by 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 Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, including the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Subsequent Financing. From the date hereof until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) 12 month anniversary of the initial closing pursuant to the Section 2(a) of this AgreementFirst Settlement Date, upon a Subsequent Financing, Investor shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Investor, and only upon a request by 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 Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, including the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Subsequent Financing. From For a period of three (3) years following the date hereof until Closing Date so long as the date that is Preferred Shares remain outstanding, the Company covenants and agrees to promptly notify (in no event later of than three (i3) the closing business days after making or receiving an applicable offer) each Purchaser in writing (a “Rights Notice”) of the transactions whereby Yotta Merger Subterms and conditions of any proposed offer or sale to, Inc. will merge or exchange with and into the Company, with the Company as the surviving company (or other type of distribution to) any person (the “MergerNew Purchaser”); and , of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock (ii) 12 month anniversary of a “Subsequent Financing”). The Rights Notice shall describe, in reasonable detail, the initial closing pursuant to the Section 2(a) of this Agreement, upon a proposed Subsequent Financing, Investor shall have the right to participate names and investment amounts of all investors participating in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Mergerif known), the Participation Maximum shall be 50% proposed closing date of the Subsequent Financing, which shall be within ten (10) calendar days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. At least The Rights Notice shall provide each Purchaser an option (the “Rights Option”) during the five (5) Trading Days prior following delivery of the Rights Notice (the “Option Period”) to elect to purchase securities in the form of the securities being offered in such Subsequent Financing up to an additional amount of such securities that will permit such Purchaser to maintain its proportionate ownership interest in the Company. Proportionate ownership shall be determined on a fully diluted basis, without giving effect to any limitations on exercise set forth in the Preferred Shares, the Warrants or any other securities of the Company (including the securities to be issued in the Subsequent Financing). Such acquisition to be on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the Purchase Price or any type of reset or adjustment of a purchase or conversion price or to issue additional securities at any time after the closing date of a Subsequent Financing. If the Company receives notice of exercise of the Rights Option from the Purchaser within the Option Period, it shall make provision in such Subsequent Financing for the issuance to the Purchaser of the securities required hereunder (it being understood that such securities hall be in addition to the securities to be issued to the New Purchaser, not in lieu of such securities). If the Company does not receive notice of exercise of the Rights Option from the Purchaser within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with the New Purchaser; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchaser in the Rights Notice. If the closing of the proposed Subsequent FinancingFinancing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.17, including, without limitation, the Company shall deliver to Investor delivery of a written notice of its intention to effect a Subsequent Financing (“Pre-new Rights Notice”), which Pre-Notice shall ask such Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Investor, and only upon a request by 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 Investor. The Subsequent Financing Notice provisions of this Section 3.17 shall describe not apply to Permitted Issuances (as defined in reasonable detail the proposed terms of such Subsequent Financing, including the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.Warrants)

Subsequent Financing. From During the date hereof until period commencing on the date that is Closing Date and expiring on the later first to occur of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company twelve (the “Merger”); and (ii12) 12 month anniversary of the initial closing pursuant Effective Date of the Registration Statement or (ii) the twenty-four (24) month anniversary of the Closing Date, the Company will not, directly or indirectly, effect a subsequent financing (a “Subsequent Financing”) of its securities (whether structured as debt or equity), unless in each such case the Company shall have first offered to sell to the Section 2(a) of Subscribers in this AgreementOffering, upon a Subsequent Financingin the aggregate, Investor shall have the right to participate in any financing, up to an amount of the securities offered in such Subsequent Financing equal to 10050% of the securities offered in such Subsequent Financing (the securities to be offered to Subscribers pursuant to this Section being referred to herein in the “Offered Securities”). The Company shall offer to sell to each Subscriber (A) such Subscriber’s pro rata share of the Offered Securities (the “Basic Amount”), and (B) such additional portion of the Offered Securities as such Subscriber shall indicate it will purchase should the other Subscribers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Subscriber (the “Participation MaximumNotice”) on the same terms, conditions and price provided for in the Subsequent Financing). Following the Merger, The Company shall deliver the Participation Maximum shall be 50% of Notice to the Subsequent Financing. At Subscribers at least five (5) Trading Days 5 business days prior to the closing of the Subsequent Financing, the Company shall deliver . Any Subscriber desiring to Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Investor, and only upon a request by 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 Investor. The Subsequent Financing Notice shall describe participate in reasonable detail the proposed terms of such Subsequent Financing, including the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed must provide written notice to be effected and shall include a term sheet or similar document relating thereto as an attachmentthe Company by not later than 5:30 p.m. (New York City time) on the 3rd business day following the date that the Company delivered such Participation Notice (the “Notice Period”) (calculated in accordance with the notice provisions set forth below in Section 7.7).

Subsequent Financing. From the date hereof Subject to Section 2 above, until the date that is Repayment Amount has been paid in full, if and when Maker completes an offering (the later “Subsequent Financing”) of (i) equity or equity-linked securities, or (ii) debt that is convertible into equity or in which there is an equity component (the “Additional Securities”), Maker shall offer participation in such Subsequent Financing to Holder in accordance with the following provisions: A. At least three (3) trading days prior to, or within three (3) trading days after, the closing of the transactions whereby Yotta Merger Suboffering of Additional Securities, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) 12 month anniversary of the initial closing pursuant to the Section 2(a) of this Agreement, upon a Subsequent Financing, Investor shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company Maker shall deliver to Investor Holder a written notice of its intention to effect a such offering (the “Subsequent Financing (“Pre-Notice”), which Pre-Subsequent Financing Notice shall ask such Investor the Holder if it wants to review the details of such financing (such additional notice, a the “Subsequent Financing NoticeDescription”). Upon the request of Investor, and only upon a request by Investor, Holder for a Subsequent Financing NoticeDescription, the Company Maker shall promptly, but no later than one two (12) Trading Day trading days after such request, deliver a Subsequent Financing Notice Description to InvestorHolder. The Subsequent Financing Notice Description shall describe in reasonable detail the proposed terms of such Subsequent Financing, including the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or Person(s) with whom such Subsequent Financing is proposed to be effected (provided that the name of such Person(s) is available, and provided further that Holder agrees not to make or receive with contact such Person(s) except with Maker’s prior written consent in its sole discretion), and attached to which shall include be a term sheet or similar document relating thereto thereto. B. By written notification received by Maker by 6:30 p.m. (New York City time) on the second (2nd) trading day after its receipt of the Subsequent Financing Notice, Holder may elect to purchase or obtain, at the price and on the terms specified in the Subsequent Financing Description, such number of Additional Securities as an attachmentis equal to the then outstanding portion of the principal amount pursuant to this Note on the terms and conditions set forth in the Subsequent Financing Description, subject to mutually acceptable documentation; provided, that Holder shall pay for the Additional Securities by surrendering, and Maker shall receive payment by accepting such surrender, of the then outstanding principal balance of this Note. Upon the surrender of such principal amount as payment for Additional Securities, Maker (itself, or through its transfer agent) shall, no later than the third business day following such surrender, issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to Holder or its nominee certificates or other instruments evidencing the Additional Securities purchased by Holder.