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), if at any time while this Note is outstanding for the Company enters into any capital raising transactiontwo-year period following the Closing Date, including without limitation an equity line transaction, a loan transaction or the Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of shares securities of Common Stock or securities convertible into or exercisable or exchangeable for Common Stockthe Company (each such financing, whether or not permitted under the Transaction Documents (a “Subsequent Financing”). At least 15 days prior to the making or accepting of an offer for a Subsequent Financing, then following 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 any exists. If the Purchaser elects to participate in the Subsequent Financing, the closing of each such Subsequent Financing shall be as mutually agreed between the Holder parties participating in its sole and absolute discretion may compel 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 of its election to redeem up participate or elects to participate in an amount that is less than the entire outstanding balance total amount of the Note from Subsequent Financing, then the gross proceeds therefrom (“Redemption Amount”), provided however (a) if Company may effect the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date remaining portion 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 closingon 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 (c) the Holder may elect 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 to exercise its right to such redemption consummated for any reason on the terms set forth in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to Notice within 90 days after 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 date 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 Notesinitial Subsequent Financing Notice.

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, 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 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 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 securities convertible into or convertible, exercisable or exchangeable for into Common Stock, whether or not permitted under including convertible debt securities (collectively, the Transaction Documents (“"Financing Securities"). The Rights Notice shall describe, in reasonable detail, the 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 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 all of the participating Purchasers at the Closing. Delivery of any Rights Notice constitutes a representation and warranty by the HolderCompany that there are no other material terms and conditions, (b) arrangements, agreements or otherwise except for those disclosed in the Holder 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 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 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 3.21(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 3.21(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 (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, 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 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) Other than in connection with a Permitted Financing (defined below), if at any time while this Note is outstanding for the Company enters into any capital raising transaction12-month period following the Closing Date, the Purchaser shall have the right to participate pro rata, pari passu with Gottbetter Capital Master, Ltd. (“Gottbetter”) based upon Gottbetter’s and Purchaser’s respective aggregate investment amounts (including without limitation an equity line transactioninitial and subsequent investments) in the Company’s securities set forth in Schedule 1.4(a) hereto, a loan transaction or collectively, up to 100% of each such subsequent financing that involves the sale of shares securities of Common Stock or securities convertible into or exercisable or exchangeable for Common Stockthe Company and results in gross proceeds to the Company in excess of $250,000 (each such financing, whether or not permitted under the Transaction Documents (a “Subsequent Financing”), then following . In the closing of each such event Gottbetter elects not to participate in a 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 NoteFinancing, the “Notes”), Purchaser also shall have 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 participate 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 and in the amount that Gottbetter does not participate. At least 15 days prior to the making or accepting 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 (for clarificationa “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 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 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 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 1.4(a), if the holder elects Subsequent Financing subject to reject the initial Subsequent Financing Notice is not consummated for any redemption reason on the terms set forth in any instance, such rejection shall not affect Subsequent Financing Notice within 60 days after 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 date 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 Notesinitial Subsequent Financing Notice.

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(a) Other than in connection with an Exempt Issuance (defined below), if at for the one-year period following any time while this Note is outstanding Closing Date, the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of shares securities of Common Stock or securities convertible into or exercisable or exchangeable for Common Stockthe Company (each such financing, whether or not permitted under the Transaction Documents (a “Subsequent Financing”). At least 15 days prior to the making or accepting of an offer for a Subsequent Financing, then following 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 any exists. If the Purchaser elects to participate in the Subsequent Financing, the closing of each such Subsequent Financing shall be as mutually agreed between the Holder parties participating in its sole and absolute discretion may compel 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 of its election to redeem up participate or elects to participate in an amount that is less than the entire outstanding balance total amount of the Note from Subsequent Financing, then the gross proceeds therefrom (“Redemption Amount”), provided however (a) if Company may effect the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date remaining portion 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 closingon 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 (c) the Holder may elect Purchaser will again have the right of participation set forth above in this Section 1.4(a), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not to exercise its right to such redemption consummated for any reason on the terms set forth in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to Notice within 90 days after 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 date 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 Notesinitial Subsequent Financing 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 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) For a period of one (1) year following the Closing Date (which one-year period shall extend for each day that the Registration Statement (as defined in the Registration Rights Agreement) is not effective as required under the Registration Rights Agreement), 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 securities convertible into or convertible, exercisable or exchangeable for into Common Stock, whether or not permitted under including convertible debt securities (collectively, the Transaction Documents (“"Financing Securities"). The Rights Notice shall describe, in reasonable detail, the 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 closing Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of each all or a portion of 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 all of the participating Purchasers at the Closing. Delivery of any Rights Notice constitutes a representation and warranty by the HolderCompany that there are no other material terms and conditions, (b) arrangements, agreements or otherwise except for those disclosed in the Holder 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 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 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 3.20(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 3.20(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 (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, (bdelivery of a new Rights Notice. The provisions of this Section 6(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 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, (bdelivery of a new Rights Notice. The provisions of this Section 3.22(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 so long as any Notes remain outstanding and until the second anniversary of the Closing, if at later), the Issuer 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 Investors of the terms and conditions of any time while this Note is outstanding the Company enters into proposed offer or sale to, or exchange with (or other type of distribution to) any capital raising transaction, including without limitation an equity line transaction, 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 proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar days from the date of the Rights Notice, and all of the material terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Investor an option (the “Rights Option”) during the ten (10) Trading Days following delivery of the closing Rights Notice (the “Option Period”) to inform the Issuer whether such Investor will purchase up to such Investor’s pro rata share of each the securities in such Subsequent Financing in accordance with such terms and conditions. If any Investor elects not to participate in such Subsequent Financing, the Holder other Investors may take up all or any portion of such Investor’s pro rata share so long as the participation in its sole and absolute discretion may compel the Company aggregate of all Investors does not exceed the aggregate pro rata shares of all Investors. For purposes of this Section, all references to redeem up “pro rata” means, for any Investor 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 Investor 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 all of the Investors at the Closing. Delivery of any Rights Notice constitutes a representation and warranty by the HolderIssuer that there are no other material terms and conditions, (b) arrangements, agreements or otherwise except for those disclosed in the Holder Rights Notice, including to provide additional compensation to any party participating in any proposed Subsequent Financing, any type of reset or adjustment of a purchase or conversion price or any agreement to issue additional securities at any time after the closing date of a Subsequent Financing. If the Issuer does not receive notice of exercise of the Rights Option from the Investors within the Option Period, the Issuer shall be notified in writing have the right to close the Subsequent Financing 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 Investors in the Rights Notice. If the closing of each such the proposed Subsequent Financing does not occur within one (1) day following such closing30 days from the end of the Option Period, 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 shall be subject to all of the extent so rejected (for clarificationprovisions of this Section 3.16(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 3.16(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 (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, 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 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 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 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 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 (a) Subject to the right of first refusal of the existing investors of the Company enters into who participated in the financing that closed in May 2005, for a period of one (1) year following the Second Closing Date so long as the Notes remain outstanding, 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 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 each Closing by (y) 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 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 all of the participating Purchasers at each Closing. Delivery of any Rights Notice constitutes a representation and warranty by the HolderCompany that there are no other material terms and conditions, (b) arrangements, agreements or otherwise except for those disclosed in the Holder 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 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 3.22(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 3.22(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 (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 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 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) days following delivery of the closing Rights Notice (the “Option Period”) to inform the Company whether such Purchaser will purchase securities in such Subsequent Financing, up to its pro rata portion (as described below) 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. For purposes of this Section, all references to “pro rata” means, for any Purchaser electing to participate in such Subsequent Financing, the Company to redeem up to percentage obtained by dividing (x) the entire outstanding balance principal amount of the Note from Notes purchased by such Purchaser at each Closing by (y) 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 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 all of the participating Purchasers at each Closing. Delivery of any Rights Notice constitutes a representation and warranty by the HolderCompany that there are no other material terms and conditions, (b) arrangements, agreements or otherwise except for those disclosed in the Holder 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 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 (1does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of Sections 3.19(a) day following such closing, and (c), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a) 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: (i) issuances of securities in the future). Further, in the event a Permitted Financing; or (ii) with respect to any 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 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 holds less than 10% of the Notes pursuant issued to this Section but fails to do so, such default shall constitute an Event of Default under all it upon the NotesClosing.

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 herein(a) For twelve (12) months following the Closing, 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 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 equity securities convertible, exercisable or exchangeable into Common Stock; provided, however, prior to delivering to each Purchaser a Rights Notice, the Company shall first deliver to each Eligible Purchaser 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 such Eligible Purchaser if it wants to review the details of such financing. Upon the request of an Eligible Purchaser, and only upon a request by such Eligible Purchaser within three (3) Business Days of receipt of a Pre-Notice, the Company shall promptly, but no later than two (2) Business Days after such request, deliver a Rights Notice to such Eligible Purchaser. 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 no earlier than ten (10) Business 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) Business Days following delivery of the closing Rights Notice (the “Option Period”) to inform the Company whether such Eligible Purchaser will purchase up to its pro rata portion of each all or a portion of the securities being offered in such Subsequent Financing on the Holder same, absolute terms and conditions as contemplated by such Subsequent Financing, provided that, the amount of such purchase shall not exceed such Purchaser’s Purchase Price hereunder except as allowed by the following sentence. If any Purchaser elects not to participate in its sole 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 the Closing by (y) the total number of all of the Preferred Shares purchased by all of the participating Purchasers at the Closing. Delivery of any Rights Notice constitutes a representation and absolute discretion may compel 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 redeem up provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the entire outstanding balance 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 Note Rights Option 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 Eligible Purchasers within the Notes specified by Option Period, the HolderCompany shall have the right to close the Subsequent Financing on the scheduled closing date set forth in the Rights Notice (or within sixty (60) days thereafter) without the participation of any or all of such Purchasers; provided that, (b) all of the Holder shall be notified in writing 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 does not occur on the scheduled closing date set forth in the Rights Notice (or within one sixty (160) day following such closingdays thereafter), 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 3.12(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 3.12(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 (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, 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.