Common use of Subsequent Financings Clause in Contracts

Subsequent Financings. Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.

Subsequent Financings. Notwithstanding anything contained herein(a) Other than in connection with a Permitted Issuance (defined below), for the two-year period following the Closing Date, the Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of securities of the Company (each such financing, a “Subsequent Financing”). At least 15 days prior to the making or accepting of an offer for a Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing and the details of such Subsequent Financing (a “Subsequent Financing Notice”). 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 and the Person (as defined in Section 2.13) with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto, if at any time while this Note is outstanding exists. If the Purchaser elects to participate in the Subsequent Financing, the closing of such Subsequent Financing shall be as mutually agreed between the parties participating in such Subsequent Financing. If by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company enters into of its election to participate or elects to participate in an amount that is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 1.5(a), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any capital raising transactionreason on the terms set forth in such Subsequent Financing Notice within 90 days after the date of the initial Subsequent Financing Notice. (b) Notwithstanding the foregoing, including without limitation an equity line transactionSection 1.5(a) shall not apply in respect to the issuance of the following (each, a loan transaction “Permitted Issuance”): (i) shares of Common Stock or Options (defined below) issued or issuable in connection with any Approved Stock Plan (defined below), provided that the sale aggregate amount of Common Stock and Options issued and issuable under all such plans does not exceed ten percent (10%) of the then outstanding shares of Common Stock of the Company; (ii) shares of Common Stock issued upon conversion or exercise of any Options or Convertible Securities (defined below) that are outstanding on the day immediately preceding the Closing Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Closing Date to lower the conversion or exercise price thereof and so long as the number of shares of Common Stock or underlying such securities convertible into or exercisable or exchangeable for is not otherwise increased; and (iii) shares of Common Stock, whether or not permitted under Stock issued in an underwritten public offering in which the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel gross cash proceeds to the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (“Redemption Amount”)before underwriting discounts, provided however (acommissions and fees) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notesare at least $10,000,000.

Subsequent Financings. Notwithstanding anything contained herein, if If at any time while this Note is outstanding after the Closing, the Company enters into consummates a financing transaction (a “Subsequent Financing”) in which the Company issues Common Stock or Convertible Securities or Options (collectively, such Common Stock, Convertible Securities, or Options are hereinafter defined as “Additional Securities”) at a price per share of such Additional Securities (after giving effect to the conversion of any capital raising transactionConvertible Securities and the exercise of any Options to be issued in the Subsequent Financing) less than $3.20, including without limitation an equity line transactionsubject to adjustment as set forth in Section 3.3 (the “Trigger Price”), a loan transaction or the sale Company shall be obligated to issue to each Investor, for no additional consideration, that number of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up as is equal to the entire outstanding balance quotient of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar product of (i) the difference between the Trigger Price and the Subsequent Financing Price, multiplied by (ii) the number of the Shares issued to such Investor pursuant to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified Agreement divided by the Holder, (b) the Holder Subsequent Financing Price (“Additional Shares”), which in order to avoid fractional shares shall be notified rounded up to the next whole number. Notwithstanding the foregoing, the provisions of this Section 3.1 shall not apply to and no Additional Shares shall be issued in writing the case of the closing following issuances of each such Subsequent Financing within one Additional Securities by the Company: (1A) day following such closingAdditional Securities issued or issuable to employees, and (c) the Holder may elect not to exercise its right to such redemption in whole consultants, contractors or in part, in which case directors of the Company may directly or pursuant to a stock option plan, restricted stock plan or other arrangement; (B) Additional Securities issued or issuable upon the exercise of any Convertible Securities or Options outstanding as of the date hereof; (C) Additional Securities issued or issuable in a joint venture, strategic partnership or licensing agreement, the primary purpose of which is not redeem the raising of capital; (D) Additional Securities issued or issuable pursuant to any Notes rights plan, poison pill or any similar plan or agreement; (E) Additional Securities issued or issuable pursuant to the Warrants issued in connection with such Subsequent Financing to the extent so rejected this Agreement, or (for clarification, if the holder elects to reject any redemption F) in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes an adjustment pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes3.3.

Subsequent Financings. Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six one hundred eighty (6180) months calendar days from Issue Date of the Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.

Subsequent Financings. Notwithstanding anything contained herein(a) Other than in connection with an Exempt Issuance (defined below), for the one-year period following the Closing Date, the Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of securities of the Company (each such financing, a “Subsequent Financing”). At least 15 days prior to the making or accepting of an offer for a Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing and the details of such Subsequent Financing (a “Subsequent Financing Notice”). 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 and the Person (as defined in Section 3.13) with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto, if at any time while this Note is outstanding exists. If the Purchaser elects to participate in the Subsequent Financing, the closing of such Subsequent Financing shall be as mutually agreed between the parties participating in such Subsequent Financing. If by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company enters into of its election to participate or elects to participate in an amount that is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 1.6(a), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any capital raising transactionreason on the terms set forth in such Subsequent Financing Notice within 90 days after the date of the initial Subsequent Financing Notice. (b) Notwithstanding the foregoing, including without limitation Section 1.6(a) shall not apply in respect to the issuance of the following (each, an equity line transaction“Exempt Issuance”): (i) shares of Common Stock issued upon conversion or exercise of any Options or Convertible Securities (defined below) that are outstanding on the day immediately preceding the Closing Date, a loan transaction provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the sale Closing Date to lower the conversion or exercise price thereof and so long as the number of shares of Common Stock underlying such securities is not otherwise increased; (ii) securities issued pursuant to acquisitions or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under strategic transactions approved by a majority of the Transaction Documents (“Subsequent Financing”), then following the closing directors of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company not interested in the transaction, provided that any such issuance shall only be to redeem up a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the entire outstanding balance investment of funds; provided that, an issuance of securities primarily for the Note from purpose of raising capital or to an entity whose primary business is investing in securities shall not be an Exempt Issuance; and (iii) shares of Common Stock issued in a best efforts underwritten public offering in which the gross cash proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarificationbefore underwriting discounts, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6commissions and fees) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notesare at least $30,000,000.

Subsequent Financings. Notwithstanding anything contained herein(a) For a period of one (1) year following the Closing Date, if at any time while this Note is outstanding the Company enters into covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a “Rights Notice”) the Purchasers of the terms and conditions of any capital raising transactionproposed offer or sale to, including without limitation an equity line transaction, or exchange with (or other type of distribution to) any third party (a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the “Financing Securities”). The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within twenty (20) 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. The Rights Notice shall provide each Purchaser an option (the “Rights Option”) during the ten (10) trading days following delivery of the closing Rights Notice (the “Option Period”) to inform the Company whether such Purchaser will purchase up to its pro rata portion of each the securities being offered in such Subsequent Financing on the Holder same, absolute terms and conditions as contemplated by such Subsequent Financing. If any Purchaser elects not to participate in its sole and absolute discretion such Subsequent Financing, the other Purchasers may compel participate on a pro-rata basis so long as such participation in the Company aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to redeem up “pro rata” means, for any Purchaser electing to participate in such Subsequent Financing, the entire outstanding balance percentage obtained by dividing (x) the principal amount of the Note from Notes purchased by such Purchaser at the gross proceeds therefrom Closing by (“Redemption Amount”), provided however (ay) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date total principal amount of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified purchased by the Holder, (b) the Holder shall be notified in writing all of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.participating Purchasers at the

Subsequent Financings. Notwithstanding anything contained herein, herein if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then no more than five (5) Trading Days following the closing of each such Subsequent Financing the Holder in its Holder’s sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance at least 50% of the Note from the gross proceeds therefrom (“Redemption Amount”)) shall be paid to the Holder to redeem a portion of the Note’s balance, provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after by the Issue Date of this Note Company (collectively with this Note, the “Notes”), the Redemption Amount may shall be applied to redeem any or all of the Notes Note specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to reject any such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder Holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.

Subsequent Financings. Notwithstanding anything contained herein(a) For a period of one (1) year following the Closing Date, if the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") the Purchasers of the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within twenty (20) 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. The Rights Notice shall provide each Purchaser an option (the "Rights Option") during the ten (10) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at the Closing. 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 while this Note is outstanding after the closing date of a Subsequent Financing. If the Company enters into does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any capital raising transactionclosing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.21(a), including including, without limitation an equity line transactionlimitation, the delivery of a new Rights Notice. The provisions of this Section 3.21(a) shall not apply to issuances of securities in a Permitted Financing. (b) For purposes of this Agreement, a loan transaction Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. A "Permitted Financing" shall mean (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the sale Company's securities, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to this Agreement and the Notes, (iv) the Warrant Shares, (v) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or options to purchase Common Stock granted or issued pursuant to the Company's stock option plans as they now exist and employee stock purchase plans as they now exist, (vii) Common Stock issued or options to purchase Common Stock granted or issued to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Company's board of directors or a majority of the members of a committee of non-employee directors established for such purpose so long as such issuances in the aggregate do not exceed ten percent (10%) of the issued and outstanding shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stockas of the Closing Date, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up viii) any warrants issued to the entire outstanding balance of placement agent and its designees for the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to transactions contemplated by this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closingAgreement, and (cix) the Holder may elect not to exercise its right to such redemption payment of any principal and accrued interest in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption shares of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes Common Stock pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.

Subsequent Financings. Notwithstanding anything contained hereinFor a period of one (1) year following the effective date of the Registration Statement, if at any time while this Note is outstanding the Company enters into covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") the Purchasers of the terms and conditions of any capital raising transactionproposed offer or sale to, including without limitation an equity line transactionor exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), a loan transaction or the sale of shares of Common Stock or any debt or equity securities convertible into or convertible, exercisable or exchangeable for into Common Stock. The Rights Notice shall describe, whether or not permitted under in reasonable detail, the Transaction Documents (“proposed Subsequent Financing”), then the names and investment amounts of all investors participating in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within twenty (20) 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. The Rights Notice shall provide each Purchaser an option (the "Rights Option") during the ten (10) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the number of Preferred Shares purchased by such Purchaser at each Closing by (y) the total number of all of the Preferred Shares purchased by all of the participating Purchasers at each Closing. 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of each such the proposed Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance does not occur on that date, any closing of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding contemplated Subsequent Financing or any other convertible notes similar Subsequent Financing shall be subject to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by provisions of this Section 3.23(a), including, without limitation, the Holder, (bdelivery of a new Rights Notice. The provisions of this Section 3.23(a) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder apply to issuances of securities in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the NotesPermitted Financing.

Subsequent Financings. Notwithstanding anything contained herein(a) For a period of eighteen (18) months following the Closing Date, if at any time while this Note is outstanding the Company enters into covenants and agrees to promptly notify in writing (a “Rights Notice”) the Investor of the terms and conditions of any capital raising transactionproposed offer or sale to, including without limitation an equity line transaction, or exchange with (or other type of distribution to) any third party (a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock; provided, however, prior to delivering to the Investor a Rights Notice, the Company shall first deliver to the Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”) within three (3) business days of receiving an applicable offer, which Pre-Notice shall ask the Investor if it wants to review the details of such financing. Upon the request of the Investor, and only upon a request by the Investor within three (3) business days of receipt of a Pre-Notice, the Company shall promptly, but no later than three (3) business days after such request, deliver a Rights Notice to the Investor. The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing (if known), the proposed closing date of the Subsequent Financing, which shall be within twenty (20) 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. The Rights Notice shall provide the Investor an option (the “Rights Option”) during the ten (10) business days following delivery of the Rights Notice (the “Option Period”) to inform the Company whether the Investor will purchase up to the greater of (i) its investment amount pursuant to this Agreement and (ii) its pro rata portion of thirty percent (30%) of the aggregate purchase price of all of the securities being offered in such Subsequent Financing, on the same, material terms and conditions as contemplated by such Subsequent Financing. If the Investor elects not to participate in the Subsequent Financing, the Other Investors may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the greater of (i) the aggregate investment amount of the Investor and the Other Investors pursuant to the Agreements and (ii) thirty percent (30%) of the aggregate purchase price of all of the securities being offered in such Subsequent Financing; provided, however, the Company in its sole discretion may permit the Investor to participate in excess of such amount. For purposes of this Section, all references to “pro rata” means, for any Investor electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the total number of Shares purchased by the Investor at the Closing by (y) the total number of Shares purchased by the Investor and the Other Investors at the Closing. 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 does not receive notice of exercise of the Rights Option from the Investor within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are substantially similar to those provided to the Investor in the Rights Notice. If the closing of each such the proposed Subsequent Financing does not occur within thirty (30) days following the Holder proposed date disclosed in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance Rights Notice, any closing of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding contemplated Subsequent Financing or any other convertible notes similar Subsequent Financing shall be subject to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by provisions of this Section 6(a), including, without limitation, the Holder, delivery of a new Rights Notice. The provisions of this Section 6(a) shall not apply to issuances of securities in a Permitted Financing. (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. A “Permitted Financing” shall mean (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the Holder shall be notified conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Agreements (so long as the conversion or exercise price in writing such securities are not amended to lower such price and/or adversely affect the Investors), (iii) the Warrant Shares, (iv) the issuance of securities in connection with acquisitions, leasing arrangements, collaborations, licensing arrangements, strategic investments or other partnering arrangements, the closing primary purpose of each such Subsequent Financing within one which is not to raise capital, (1v) day following such closingCommon Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans as approved by the Company’s Board of Directors, and (cvi) the Holder may elect not to exercise its right to such redemption in whole any warrants or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing other securities issued to the extent so rejected (placement agent and its designees for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect transactions contemplated by the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the NotesAgreements.

Subsequent Financings. Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents Documents, which results in proceeds of $2,500,000.00 or more (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.

Subsequent Financings. Notwithstanding The provisions set forth below in this subparagraph (o) shall not apply to a Subsequent Financing (defined below) of the Company that shall have been consummated prior to March 31, 2021. Except with respect to the foregoing sentence, notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire 25% of outstanding balance of the Note from the gross proceeds therefrom therefrom, provided that if the amounts received in the Subsequent Financing are $1,000,000 or greater, then the Holder may compel the Company to redeem entire outstanding balance of the Note (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six one hundred eighty (6180) months calendar days from Issue Date of the Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the NotesNote.

Subsequent Financings. Notwithstanding anything contained hereinA. Other than in connection with a Permitted Financing (defined below), if at for so long as any time while this Note is outstanding Senior Convertible Notes remain outstanding, each Holder shall have the Company enters into any capital raising transactionright, including without limitation an equity line transactionbut not the obligation, a loan transaction or to participate in each subsequent financing that involves the sale of shares securities of Common Stock the Company or any of its subsidiaries and results in gross proceeds (net of any underwriting or placement fees) to the Company or any of its subsidiaries either (i) in excess of $1,000,000, with respect to an individual sale of securities, or (ii) in excess of $15,000,000 in the aggregate with prior sales of securities convertible into of the Company or exercisable or exchangeable for Common Stockany of its subsidiaries since the Effective Date (excluding Permitted Financings) (each such financing, whether or not permitted under the Transaction Documents (a “Subsequent Financing”). Any such participation by the Holder in a Subsequent Financing shall be on a pro rata basis, then following based upon such Hxxxxx’s aggregate investment amounts in the closing Company’s securities (on a fully diluted basis assuming the conversion and exercise of each the Senior Convertible Notes, the Warrants and any other outstanding securities of the Company, though without giving effect to the Subsequent Financing). B. The Company shall deliver to the Holder at least 10 calendar days prior to entering into a definitive agreement for a Subsequent Financing, a written notice of its intention to effect a Subsequent Financing and the details of such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (a “Redemption AmountPre-Financing Notice”), provided however . A Pre-Financing Notice shall constitute “Material nonpublic information” (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note Company’s Ixxxxxx Xxxxxxx Policy) and the Holder shall enter into a confidentiality agreement on customary terms prior to the receipt of any Pre-Financing Notice and/or agree to be subject to a special blackout period under the Company’s Ixxxxxx Xxxxxxx Policy. C. Any Pre-Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto. If the Holder elects to participate in the Subsequent Financing, the closing of such Subsequent Financing shall be appliedas mutually agreed between the parties participating in such Subsequent Financing. If by 6:30 p.m. (Mountain Time) on the fifth calendar day after the Holder has received the Pre-Financing Notice, the Holder fails to notify the Company of its election to participate or elects to participate in an amount that is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Pre-Financing Notice. D. The Company must provide the Holder with a second Pre-Financing Notice, and the Holder will again have the right of participation set forth above in this Section VI, if the Subsequent Financing subject to the initial Pre-Financing Notice is not consummated for any reason on the terms set forth in such Pre-Financing Notice within 60 calendar days after the date of the initial Pre-Financing Notice. E. Notwithstanding the foregoing, Section VI.A shall not apply in respect to the issuance of the following (each, a “Permitted Financing”): (i) shares of common stock or common stock options, warrants or other rights to purchase common stock issued to employees, officers, directors or consultants of the Company pursuant to any stock, option, equity incentive or similar plan duly adopted by the Board of Directors of the Company or shares of common stock issued upon exercise of any option or warrant or conversion of any convertible security issued pursuant to any stock, option, equity incentive or similar plan duly adopted by the Board of Directors of the Company, (ii) securities issued upon the exercise of or conversion of any securities issued pursuant to this Agreement, the Purchase Agreement, or the Bridge Purchase Agreement, (iii) common stock issued upon the exercise or conversion of options, warrants, preferred stock or convertible debt instruments issued and outstanding on the date of this Agreement; provided that, (A) such securities have not been amended since the date of this Agreement to increase the number of such securities or underlying common stock or (B) to decrease the exercise or conversion price of any such security (except in the case of (A) and (B) pursuant to any anti-dilution or price reset provisions or otherwise that are in effect as of the date hereof). To , (iv) securities issued pursuant to acquisitions or strategic transactions, provided that (x) any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the extent business of the Company and in which the Company receives benefits in addition to the investment of funds, (y) shall not include, for the avoidance of doubt, an issuance or transaction in which the Company is obligated issuing securities primarily for the purpose of raising capital or to redeem any portion an entity whose primary business is investing in securities and (z) provided that the Company will own more than fifty percent (50%) of the Notes voting power of such business entity or business segment of such entity and shall not result in a change in control of the Company, (v) securities issued pursuant to that certain Purchase Agreement (as it may be amended, supplemented or otherwise modified from time to time) by and among the Company, Nuburu Subsidiary, Inc. (f/k/a Nuburu, Inc.) and Lincoln Park Capital Fund, LLC, dated as of August 5, 2022 that results in gross proceeds that do not exceed $15,000,000 in the aggregate with prior sales of securities of the Company or any of its subsidiaries since the Effective Date (excluding Permitted Financings, other than those pursuant to this Section but fails clause (v)), (vi) any offering of Series A preferred stock pursuant to do sothat certain Preferred Stock Sale Option Agreement by and between the Company and the other parties thereto dated as of August 5, such default 2022 (as it may be amended, supplemented or otherwise modified from time to time), and (vii) with the prior written consent of the Requisite Holders, a loan that is secured by the intellectual property of the Company or its subsidiaries. Notwithstanding anything contained herein to the contrary, although the Company shall constitute an Event of Default under be entitled to complete a Permitted Financing, all Permitted Financings shall rank junior to the Notes.

Subsequent Financings. Notwithstanding anything contained herein(a) For a period of twenty-four (24) months following the Closing Date, if at any time while this Note is outstanding subject to Section 3.22(e), the Company enters into covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") the Purchaser of all of the terms and conditions of any capital raising transactionproposed offer or sale to, including without limitation an equity line transaction, or exchange with (or other type of distribution to) any third party (a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock. The Purchaser shall have the right, for a period of twenty (20) calendar days following receipt of the Rights Notice (the “Option Period”), to accept or reject the right to invest in the Subsequent Financing (“First Refusal Right”) by written notice to the Company. If the Purchaser elects to exercise its First Refusal Rights, it shall deliver a notice of same to the Company within the Option Period and then following the Company shall be obligated to pursue the Subsequent Financing with the Purchaser on the same terms and conditions as set forth in the Rights Notice. If, and only if, the Company receives written notice from the Purchaser that it will not exercise its First Refusal Rights, then and only then, may the Company pursue the Subsequent Financing with a third party; provided that, such third party Subsequent Financing shall: (i) not commence until after the expiration of the Option Period; (ii) close within thirty (30) days of the expiration of the Option Period (“Third Party Closing Date”); and (iii) be carried out on the same terms and conditions as set forth in the Rights Notice. 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 closing of each such the third party Subsequent Financing does not occur on the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance Third Party Closing Date, any closing of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding third party Subsequent Financing or any other convertible notes similar Subsequent Financing shall be subject to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by provisions of this Section 3.22(a), including, without limitation, the Holder, delivery of a new Rights Notice. The provisions of this Section 3.22(a) shall not apply to issuances of securities in a Permitted Financing. (b) the Holder For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be notified in writing of the closing of each such considered a Subsequent Financing within one Financing. A "Permitted Financing" shall mean (1i) day following such closing, and securities issued (cother than for cash) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing a merger, acquisition, or consolidation, (ii) securities issued pursuant to the extent so rejected (for clarification, if conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption date of a portion this Agreement or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes issued pursuant to this Section but fails Agreement (so long as the conversion or exercise price in such securities are not amended to do solower such price and/or adversely affect the Purchasers), (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such default shall constitute an Event issuances are not for the purpose of Default under all raising capital, (iv) Common Stock issued or the Notesissuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans outstanding as they exist on the date of this Agreement, (v) the payment of dividends on the Preferred Shares in shares of Common Stock, and, (vi) any warrants issued to the placement agent and its designees for the transactions contemplated by this Agreement.

Subsequent Financings. Notwithstanding anything contained hereinFrom the date hereof until the earlier of (i) the termination of this Agreement or (ii) after the sale of the Shares to the Subsequent Purchaser, if the date that the Subsequent Purchaser owns less than 1,984,126 Common Shares, on an as-converted basis (subject to appropriate adjustment for stock splits, subdivisions, dividends or distributions payable in Common Shares (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly Common Shares), combinations or other similar recapitalizations or events, and including all Common Shares issuable upon conversion of the Shares), the Company will not, directly or indirectly, effect any Subsequent Public Financing or any Subsequent Private Financing unless the Company shall have first complied with this Section 4.5. (a) If at any time while this Note is outstanding the Company, directly or indirectly, desires to consummate a Subsequent Private Financing, the Company enters into any capital raising transaction, including without limitation an equity line transaction, shall first deliver to the Subsequent Purchaser a loan transaction or written notice (the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent FinancingInitial Financing Notice”), then following which Initial Financing Notice shall set forth in reasonable detail the closing general parameters of each the intended Subsequent Private Financing, the Company’s preference, if any, for equity or exchangeable or convertible debt financing, the minimum and maximum amounts of such financing and the Company’s intended use of the funds received from any such Subsequent Private Financing. Upon receipt of such Initial Financing Notice, the Holder in its sole and absolute discretion may compel Subsequent Purchaser shall have 20 days to provide the Company with a commitment letter (subject to redeem up specified terms and conditions as set forth thereon) proposing terms with respect to such Subsequent Private Financing (the “Purchaser’s Offer”). The Company may, at its option, elect to (A) accept the terms set forth in the Purchaser’s Offer within the period set forth in the Purchaser’s Offer, in which case the Company and the Subsequent Purchaser shall consummate a Subsequent Private Financing pursuant to the entire outstanding balance of terms specified in the Note from Purchaser’s Offer, subject in all cases to the gross proceeds therefrom (“Redemption Amount”)preparation, provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified execution and delivery by the Holder, (b) Company and the Holder shall be notified Subsequent Purchaser choosing to participate in writing of the closing of each such Subsequent Private Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right of definitive documentation relating to such redemption Subsequent Private Financing reasonably satisfactory in whole form and substance to the Subsequent Purchaser participating in such Subsequent Private Financing and their respective counsel, or in part(B) choose to seek alternative offers with respect to such Subsequent Private Financing from third parties, in which case the Company may not redeem consummate any Notes in connection with such Subsequent Private Financing with any third party unless (x) such Subsequent Private Financing shall be on terms more favorable to the extent so rejected (for clarification, if Company and the holder elects to reject any redemption in any instance, such rejection shall not affect Subsidiaries than the Holder’s redemption rights hereunder terms set forth in the futurePurchaser’s Offer, (y) the Company complies with the remainder of this Section 4.5 and (z) the Company Offer (as defined below) is delivered within 60 days of the delivery of the Purchaser’s Offer. If the Subsequent Purchasers does not deliver a Purchaser’s Offer within the 20-day period provided for above, then the Company may seek offers with respect to such Subsequent Private Financing from third parties, in which case the Company may not consummate any such Subsequent Private Financing with any third party unless (x) the Company complies with the remainder of this Section 4.5 and (y) the Company Offer (as defined below) is delivered within 60 days of the expiration of such 20-day period. (b) If the Company desires, directly or indirectly, to consummate a Subsequent Private Financing (and has not accepted a Purchaser’s Offer or no Purchaser’s Offer has been delivered pursuant to Section 4.5(a) above) and the Company has obtained a written term sheet or commitment letter from a third party with respect to a Subsequent Private Financing that is generally consistent with the terms set forth in the Initial Financing Notice, then the Company shall deliver to the Subsequent Purchaser a written notice (the “Company Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered either to such third party or in such Subsequent Private Financing (the “Offered Securities”). Further, which Company Offer shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons or entities to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with the Subsequent Purchaser (x) up to their Pro Rata Portion (as defined below) of the Offered Securities, and (y) in the event there is more than one Subsequent Purchaser, with respect to any Subsequent Purchaser that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Dateelects to purchase its Pro Rata Portion, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any additional portion of the Notes Offered Securities attributable to the Pro Rata Portions of other Subsequent Purchasers as such Subsequent Purchaser shall indicate it will purchase or acquire should the other Subsequent Purchasers subscribe for less than their Pro Rata Portions (the “Undersubscription Amount”). The term “Pro Rata Portion” means, as to each Subsequent Purchaser, a fraction, the numerator of which is equal to the number of Common Shares held by such Subsequent Purchaser (on a fully diluted as-converted basis), and the denominator of which is all issued and outstanding Common Shares, in each case as determined on the date the Company Offer is delivered pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes4.5(b).

Subsequent Financings. Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder Purchaser in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder Purchaser is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the HolderPurchaser, (b) the Holder Purchaser shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder Purchaser may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder Purchaser elects to reject any redemption in any instance, such rejection shall not affect the HolderPurchaser’s redemption rights hereunder in the future). Further, in the event that the Holder Purchaser demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.

Subsequent Financings. Notwithstanding anything contained herein(a) For so long as the Notes remain outstanding, if at any time while this Note is outstanding the Company enters into covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a “Rights Notice”) the Purchasers of the terms and conditions of any capital raising transactionproposed offer or sale to, including without limitation an equity line transaction, or exchange with (or other type of distribution to) any third party (a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the closing “Financing Securities”). The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing (including all material terms and conditions and a description of each any obligation to issue additional securities to any party to such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance as a result of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior an automatic reset or adjustment of a purchase or conversion price or number of securities issuable at any time after the Issue Date completion of this Note (collectively with this Note, the “Notes”such financing), the Redemption Amount names and investment amounts of all investors participating in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within twenty (20) 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. The Rights Notice shall provide each Purchaser an option (the “Rights Option”) during the five (5) Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company whether such Purchaser will purchase securities in such Subsequent Financing equal to up to twenty five percent (25%) of the principal amount of the Notes issued to such Purchaser hereunder, up to its pro rata portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the remaining Purchasers may be applied participate on a pro-rata basis so long as such participation in the aggregate does not exceed twenty five percent (25%) of the total Purchase Price hereunder. For purposes of this Section, all references to redeem “pro rata” means, for any or Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the Closing by (y) the total principal amount of all of the Notes specified purchased by all of the Holderparticipating Purchasers at the Closing. If the Company does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, (b) the Holder Company shall be notified in writing have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are substantially the same as those provided to the Purchasers in the Rights Notice. If the closing of each such the proposed Subsequent Financing within one (1) day following such closingdoes not occur on that date, and (c) any closing of the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the extent so rejected (for clarificationprovisions of this Section 3.18(a), if including, without limitation, the holder elects to reject any redemption in any instance, such rejection delivery of a new Rights Notice. The provisions of this Section 3.18(a) shall not affect the Holder’s redemption rights hereunder apply to issuances of securities in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six Permitted Issuance (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion Notes as of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notesdate hereof).

Subsequent Financings. Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six one hundred eighty (6180) months calendar days from Issue Date of the Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the NotesNote.

Subsequent Financings. Notwithstanding anything contained herein(a) For a period of two (2) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, if at any time while this Note is outstanding the Company enters into covenants and agrees to promptly notify (in no event later than five (5) business days after making or receiving an applicable offer) in writing (a "Rights Notice") the Series B Purchasers of the terms and conditions of any capital raising transactionproposed offer or sale to any third party by the Company, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or any debt or equity securities convertible into or convertible, exercisable or exchangeable for into Common Stock, whether or not permitted under the Transaction Documents Stock (“a "Subsequent Financing”"). The Rights Notice shall describe, then in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within twenty (20) 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. The Rights Notice shall provide each Series B Purchaser an option (the "Rights Option") during the ten (10) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Series B Purchaser will purchase up to its pro rata portion of all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. If any Series B Purchaser elects not to participate in such Subsequent Financing, the other Series B Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to "pro rata" means, for any Series B Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the number of Preferred Shares purchased by such Purchaser at the Closing plus the number of shares of Series B Convertible Preferred Stock purchased by the Series B Purchasers at the closing(s) of an Additional Series B Financing by (y) the total number of all of the Preferred Shares purchased by all of the participating Purchasers at the Closing plus the number of shares of Series B Convertible Preferred Stock purchased by the Series B Purchasers at the closing(s) of an Additional Series B 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 does not receive notice of exercise of the Rights Option from the Series B Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Series B Purchasers in the Rights Notice. If the closing of each such the proposed Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance does not occur on that date, any closing of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding contemplated Subsequent Financing or any other convertible notes similar Subsequent Financing shall be subject to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by provisions of this Section 3.23(a), including, without limitation, the Holder, delivery of a new Rights Notice. The provisions of this Section 3.23(a) shall not apply to issuances of securities in a Permitted Financing. (b) the Holder For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be notified in writing considered a Subsequent Financing. A "Permitted Financing" shall mean (i) securities issued pursuant to a bona fide firm underwritten public offering of the closing Company's securities, (ii) securities issued pursuant to the conversion or exercise of each convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to this Agreement (so long as the conversion or exercise price in such Subsequent Financing within one securities are not amended to lower such price and/or adversely affect the Series B Purchasers), (1iii) day following the Warrant Shares, (iv) securities issued (other than for cash) in connection with an acquisition of the Company, (v) any warrants issued to the placement agent for the transactions contemplated by this Agreement, (vi) securities issued in connection with strategic license agreements and other partnering arrangements so long as such closingissuances are not for the purpose of raising capital and the Company has received the prior written consent of the Series B Purchasers, and (cvii) the Holder may elect not issuance of Common Stock or the issuance or grants of options to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing purchase Common Stock pursuant to the extent Company's stock option plans and employee stock purchase plans and which have been approved by the Company's Board of Directors so rejected (for clarification, if the holder elects to reject any redemption in any instance, long as such rejection shall not affect the Holder’s redemption rights hereunder issuances in the future). Further, in the event that the Holder demands redemption of a portion or the full balance aggregate do not exceed ten percent (10%) of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, Company's issued and outstanding Common Stock as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the NotesClosing Date.

Subsequent Financings. Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding 25% of theoutstanding balance of the Note from the gross proceeds therefrom therefrom, provided that if the amounts received in the Subsequent Financing are $1,000,000 or greater, then the Holder may compel the Company to redeem the entire outstanding balance of the Note (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six one hundred eighty (6180) months calendar days from Issue Date of the Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the NotesNote.

Subsequent Financings. Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1I) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six one hundred eighty (6180) months calendar days from Issue Date of the Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.

Subsequent Financings. Notwithstanding anything contained hereinDuring the period commencing on the Closing Date and ending on first anniversary hereof, if at any time while this Note is outstanding the Company enters into covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a “Rights Notice”) each Purchaser of the terms and conditions of any capital raising transactionproposed offer or sale to, including without limitation an equity line transactionor exchange with (or other type of distribution to), a loan transaction or the sale of shares any third party, of Common Stock or any securities convertible into or convertible, exercisable or exchangeable for into Common Stock, whether or not permitted under the Transaction Documents including convertible debt securities (a “Subsequent Financing”). The Rights Notice shall describe, then in reasonable detail, the proposed Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar days from the date of the Rights Notice, including, without limitation, all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Purchaser an option (the “Rights Option”) during the ten (10) Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company whether such Purchaser will purchase up to its pro rata portion for the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing (the “First Refusal Rights”). If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. The Company has no obligation to allow the Purchasers to participate in any Subsequent Financing in excess of the Purchase Price. For purposes of this Section, all references to “pro rata” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) such Purchaser’s respective portion of the Purchase Price, as set forth on Exhibit A hereto, by (y) the total Purchase Price. If the Company does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are substantially the same as those provided to the Purchasers in the Rights Notice. If the closing of each such the proposed Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance does not occur on that date, any closing of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding contemplated Subsequent Financing or any other convertible notes similar Subsequent Financing shall be subject to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by provisions of this Section 3.1(r), including, without limitation, the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption delivery of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notesnew Rights Notice.

Subsequent Financings. Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “’Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.

Subsequent Financings. Notwithstanding anything contained herein(a) For a period of one (1) year following the effective date of the Registration Statement, if at any time while this Note is outstanding the Company enters into covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") the Purchasers of the terms and conditions of any capital raising transactionproposed offer or sale to, including without limitation an equity line transactionor exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), a loan transaction or the sale of shares of Common Stock or any debt or equity securities convertible into or convertible, exercisable or exchangeable for into Common Stock. The Rights Notice shall describe, whether or not permitted under in reasonable detail, the Transaction Documents (“proposed Subsequent Financing”), then the names and investment amounts of all investors participating in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within twenty (20) 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. The Rights Notice shall provide each Purchaser an option (the "Rights Option") during the ten (10) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the number of Shares purchased by such Purchaser at the Closing by (y) the total number of all of the Shares purchased by all of the participating Purchasers at the Closing. 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of each such the proposed Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance does not occur on that date, any closing of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding contemplated Subsequent Financing or any other convertible notes similar Subsequent Financing shall be subject to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by provisions of this Section 3.14(a), including, without limitation, the Holder, delivery of a new Rights Notice. The provisions of this Section 3.14(a) shall not apply to issuances of securities in a Permitted Financing. (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. A "Permitted Financing" shall mean (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the Holder shall be notified conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of this Agreement or issued pursuant to this Agreement (so long as the conversion or exercise price in writing such securities are not amended to lower such price and/or adversely affect the Purchasers), (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iv) Common Stock issued or the closing issuance or grants of each such Subsequent Financing options to purchase Common Stock pursuant to the Company's stock option plans and employee stock purchase plans outstanding as they exist on the date of this Agreement or implemented within one thirty (130) day following such closingdays of Closing, and (cv) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing warrants issued to the extent so rejected (placement agent and its designees for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect transactions contemplated by the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the NotesPurchase Agreement.