Common use of Subsequent Financings Clause in Contracts

Subsequent Financings. In the event on or before two (2) years from the date of this Agreement the Company enters into a securities purchase agreement or similar agreement to issue securities to any Purchaser in a financing, or series of financings, Seller shall have the right, but not the obligation, to purchase up to 20% of the securities proposed to be issued to such Purchaser under the same terms and conditions as offered to Purchasers (“Purchase Right”). In the event any Purchaser is obligated to offer the Purchase Right to Seller hereunder, such Purchaser shall provide written notice of such Purchase Right to Seller setting forth the terms and conditions of the Purchase Right (“Option Notice”). Seller shall have three (3) business days following receipt of the Option Notice to notify the Purchaser, in writing, of Seller’s election to exercise the Purchase Right. In the event Seller exercises the Purchase Right by delivering written notice of such election to the Purchaser with three (3) business days following receipt of the Option Notice, Purchaser shall assign its right to acquire the securities to Seller or otherwise assign the Purchase Right to the Seller, consistent with the terms and conditions set forth in this Section 4.1. In the event the Purchaser does not receive written notice from Seller of its election to exercise the Purchase Right, the Purchaser shall have the right to consummate the purchase of the securities from the Company, in whole or in part on substantially the terms and conditions set forth in the Option Notice. In the event the Purchaser fails to provide Seller with the Option Notice, Seller’s sole remedy shall be to provide written notice to the Purchaser of such Purchaser’s failure to provide the required Option Notice, and to immediately tender payment for such purchase to the Purchaser. Failure to pay the purchase price for the exercise of the Purchase Right within five (5) business days following Seller’s receipt of actual or constructive notice of the financing or series of financings giving rise to the Purchase Right shall constitute a waiver of Seller’s right to exercise the Purchase Right. The Purchasers agree and covenant not to enter into any agreement with the Company to purchase securities unless such agreement is assignable to Seller and/or such agreement includes reference to the Purchase Right granted to Seller hereunder.

Subsequent Financings. In the event on or before (a) For a period of two (2) years from following the effective date of this Agreement the initial Registration Statement (as defined in the Registration Rights Agreement), the Company enters into covenants and agrees to promptly notify (in no event later than ten (10) days after making or receiving an applicable offer) in writing (a securities purchase agreement or similar agreement to issue securities to any Purchaser in “Rights Notice”) each holder of Preferred Shares (each, a financing, or series “Preferred Stockholder” and collectively the “Preferred Stockholders”) of financings, Seller shall have the right, but not the obligation, to purchase up to 20% of the securities proposed to be issued to such Purchaser under the same terms and conditions as offered to Purchasers (“Purchase Right”). In the event any Purchaser is obligated to offer the Purchase Right to Seller hereunder, such Purchaser shall provide written notice of such Purchase Right to Seller setting forth the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party, of Common Stock, any debt or equity securities convertible, exercisable or exchangeable into Common Stock or any debt securities (a “Subsequent Financing”); provided, however, prior to delivering to each Preferred Stockholder a Rights Notice, the Purchase Right Company shall first deliver to each Preferred Stockholder a written notice of its intention to effect a Subsequent Financing (“Option Pre-Notice”). Seller shall have ) within three (3) business days following receipt Trading Days of receiving an applicable offer, which Pre-Notice shall ask such Preferred Stockholder if it wants to review the Option Notice to notify the Purchaser, in writing, of Seller’s election to exercise the Purchase Right. In the event Seller exercises the Purchase Right by delivering written notice details of such election to financing. Upon the Purchaser with request of a Preferred Stockholder, and only upon a request by such Preferred Stockholder within three (3) business days following Trading Days of receipt of the Option a Pre-Notice, Purchaser the Company shall assign its right promptly, but no later than two (2) Trading Days after such request, deliver a Rights Notice to acquire such Preferred Stockholder. The Rights Notice shall describe, in reasonable detail, the securities to Seller or otherwise assign proposed Subsequent Financing, the Purchase Right to names and investment amounts of all investors participating in the SellerSubsequent Financing (if known), consistent with the proposed closing date of the Subsequent Financing, which shall be no earlier than ten (10) Trading Days from the date of the Rights Notice, and all of the terms and conditions set forth thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Preferred Stockholder 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 Preferred Stockholder 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 Preferred Stockholder elects not to participate in such Subsequent Financing, the other Preferred Stockholders may participate on a pro-rata basis. For purposes of this Section 4.1Section, all references to “pro rata” means, for any Preferred Stockholder electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the number of Preferred Shares held by such Preferred Stockholder by (y) the total number of all of the Preferred Shares issued hereunder. In Delivery of any Rights Notice constitutes a representation and warranty by the event Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Purchaser 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 written notice of exercise of the Rights Option from Seller of its election to exercise the Purchase RightPreferred Stockholder within the Option Period, the Purchaser Company shall have the right to consummate close the purchase Subsequent Financing on the scheduled closing date with a third party; provided, that all of the securities from the Company, in whole or in part on substantially the material terms and conditions set forth of the closing are the same as those provided to the Preferred Stockholder in the Option Rights Notice. In If the event closing of the Purchaser fails to provide Seller with proposed Subsequent Financing does not occur that date, any closing of the Option Notice, Seller’s sole remedy contemplated Subsequent Financing or any other Subsequent Financing shall be subject to provide written notice to the Purchaser of such Purchaser’s failure to provide the required Option Notice, and to immediately tender payment for such purchase to the Purchaser. Failure to pay the purchase price for the exercise all of the Purchase Right within five (5) business days following Seller’s receipt provisions of actual or constructive notice this Section 3.23(a), including, without limitation, the delivery of the financing or series of financings giving rise to the Purchase Right shall constitute a waiver of Seller’s right to exercise the Purchase Rightnew Rights Notice. The Purchasers agree and covenant provisions of this Section 3.23(a) shall not apply to enter into any agreement with the Company to purchase issuances of securities unless such agreement is assignable to Seller and/or such agreement includes reference to the Purchase Right granted to Seller hereunderin a Permitted Financing.

Subsequent Financings. In (a) For a period of one (1) year following the event on or before two (2) years from the date of this Agreement Closing Date, 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 securities purchase agreement or similar agreement to issue securities to any “Rights Notice”) each Purchaser in a financing, or series of financings, Seller shall have the right, but not the obligation, to purchase up to 20% of the securities proposed to be issued to such Purchaser under the same terms and conditions as offered to Purchasers (“Purchase Right”). In the event any Purchaser is obligated to offer the Purchase Right to Seller hereunder, such Purchaser shall provide written notice of such Purchase Right to Seller setting forth the terms and conditions of any proposed private offer or sale to, or exchange with (or other type of distribution to) any third party (a “Subsequent Financing”), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock; provided, however, prior to delivering a Rights Notice to each Purchaser, the Purchase Right Company shall first deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (“Option Pre-Notice”). Seller shall have ) within three (3) business days following receipt Trading Days of making or receiving an applicable offer, which Pre-Notice shall ask such Purchaser if it wants to review the Option Notice to details of such financing. Each Purchaser must notify the Purchaser, in writing, of Seller’s election to exercise the Purchase Right. In the event Seller exercises the Purchase Right by delivering written notice of such election to the Purchaser with Company within three (3) business days following Trading Days of receipt of the Option Pre-Notice that such Purchaser elects to review the details of such financing (“Pre-Notice Acceptance”). Upon the Company’s receipt of a Pre-Notice Acceptance, and only upon the Company’s receipt of a Pre-Notice Acceptance, the Company shall promptly, but no later than two (2) Trading Days after such receipt, deliver a Rights Notice to such 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, the proposed closing date of the Subsequent Financing, which shall be within twenty (20) calendar days from the date of the Rights Notice, Purchaser shall assign its right to acquire the securities to Seller or otherwise assign the Purchase Right to the Seller, consistent with and all of the terms and conditions set forth thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Purchaser an option (the “Rights Option”) during the five (5) Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company whether such Purchaser will purchase 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. For the avoidance of doubt, the Purchasers may elect to participate in up to 100% of the 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 aggregate Purchase Price of all Purchasers hereunder. For purposes of this Section 4.1Section, all references to “pro rata” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at the Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at the Closing. In Delivery of any Rights Notice constitutes a representation and warranty by the event Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Purchaser 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 written notice of exercise of the Rights Option from Seller of its election to exercise the Purchase RightPurchasers within the Option Period, the Purchaser Company shall have the right to consummate close the purchase Subsequent Financing on the scheduled closing date with a third party; provided that all of the securities from the Company, in whole or in part on substantially the material terms and conditions set forth of the closing are the same as those provided to the Purchasers in the Option Rights Notice. In If the event the Purchaser fails to provide Seller with the Option Notice, Seller’s sole remedy shall be to provide written notice to the Purchaser of such Purchaser’s failure to provide the required Option Notice, and to immediately tender payment for such purchase to the Purchaser. Failure to pay the purchase price for the exercise closing of the Purchase Right proposed Subsequent Financing does not occur within five (5) business days following Seller’s receipt Trading Days of actual or constructive notice that date, any closing of the financing contemplated Subsequent Financing or series any other Subsequent Financing shall be subject to all of financings giving rise to the Purchase Right shall constitute provisions of this Section 3.20(a), including, without limitation, the delivery of a waiver of Seller’s right to exercise the Purchase Rightnew Rights Notice. The Purchasers agree provisions of this Section 3.20(a) shall not apply to issuances of securities in a Permitted Financing. For purposes of this Section 3.20, the term “Purchaser” shall include any purchaser of Additional Notes and covenant not to enter into any agreement with Warrants in the Company to purchase securities unless such agreement is assignable to Seller and/or such agreement includes reference to the Purchase Right granted to Seller hereunderAdditional Note and Warrant Financing.

Subsequent Financings. In (a) For a period of one (1) year following the event on or before two (2) years from the date of this Agreement Closing Date, 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 securities purchase agreement or similar agreement to issue securities to any “Rights Notice”) the Purchaser in a financing, or series of financings, Seller shall have the right, but not the obligation, to purchase up to 20% of the securities proposed to be issued to such Purchaser under the same terms and conditions as offered to Purchasers (“Purchase Right”). In the event any Purchaser is obligated to offer the Purchase Right to Seller hereunder, such Purchaser shall provide written notice of such Purchase Right to Seller setting forth the terms and conditions of any proposed private offer or sale to, or exchange with (or other type of distribution to) any third party (a “Subsequent Financing”), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock; provided, however, prior to delivering a Rights Notice to the Purchase Right Purchaser, the Company shall first deliver to the Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (“Option Pre-Notice”). Seller shall have ) within three (3) business days following receipt Trading Days of making or receiving an applicable offer, which Pre-Notice shall ask the Option Notice Purchaser if it wants to review the details of such financing. The Purchaser must notify the Purchaser, in writing, of Seller’s election to exercise the Purchase Right. In the event Seller exercises the Purchase Right by delivering written notice of such election to the Purchaser with Company within three (3) business days following Trading Days of receipt of the Option Pre-Notice that the Purchaser elects to review the details of such financing (“Pre-Notice Acceptance”). Upon the Company’s receipt of a Pre-Notice Acceptance, and only upon the Company’s receipt of a Pre-Notice Acceptance, the Company shall promptly, but no later than two (2) Trading Days after such receipt, deliver a Rights Notice to the 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, the proposed closing date of the Subsequent Financing, which shall be within twenty (20) calendar days from the date of the Rights Notice, Purchaser shall assign its right to acquire the securities to Seller or otherwise assign the Purchase Right to the Seller, consistent with and all of the terms and conditions set forth thereof and proposed definitive documentation to be entered into in this Section 4.1connection therewith. In the event The Rights Notice shall provide the Purchaser an option (the “Rights Option”) during the five (5) Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company whether the Purchaser will purchase 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. For the avoidance of doubt, the Purchaser may elect to participate in up to 100% of the Subsequent Financing. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the Purchase Price or any type of reset or adjustment of a purchase or conversion price or to issue additional securities at any time after the closing date of a Subsequent Financing. If the Company does not receive written notice of exercise of the Rights Option from Seller of its election to exercise the Purchase RightPurchaser within the Option Period, the Purchaser Company shall have the right to consummate close the purchase Subsequent Financing on the scheduled closing date with a third party; provided that all of the securities from the Company, in whole or in part on substantially the material terms and conditions set forth in of the Option Notice. In closing are the event the Purchaser fails to provide Seller with the Option Notice, Seller’s sole remedy shall be to provide written notice same as those provided to the Purchaser of such Purchaser’s failure to provide in the required Option Rights Notice, and to immediately tender payment for such purchase to . If the Purchaser. Failure to pay the purchase price for the exercise closing of the Purchase Right proposed Subsequent Financing does not occur within five (5) business days following Seller’s receipt Trading Days of actual or constructive notice that date, any closing of the financing contemplated Subsequent Financing or series any other Subsequent Financing shall be subject to all of financings giving rise to the Purchase Right shall constitute provisions of this Section 3.16(a), including, without limitation, the delivery of a waiver of Seller’s right to exercise the Purchase Rightnew Rights Notice. The Purchasers agree and covenant provisions of this Section 3.16(a) shall not apply to enter into any agreement with the Company to purchase issuances of securities unless such agreement is assignable to Seller and/or such agreement includes reference to the Purchase Right granted to Seller hereunderin a Permitted Financing.

Subsequent Financings. In the event on (a) Other than in connection with a Permitted Issuance (defined below), until June 4, 2012 or before two (2) years from the date until prepayment in full of this Agreement the Company enters into a securities purchase agreement or similar agreement to issue securities to any Purchaser in a financing, or series of financings, Seller shall have the right, but not the obligation, to purchase up to 20% of the securities proposed to be issued to such Purchaser all obligations under the same terms and conditions as offered to Purchasers (“Purchase Right”). In the event any Purchaser is obligated to offer the Purchase Right to Seller hereunder, such Purchaser shall provide written notice of such Purchase Right to Seller setting forth the terms and conditions of the Purchase Right (“Option Notice”). Seller shall have three (3) business days following receipt of the Option Notice to notify the Purchaser, in writing, of Seller’s election to exercise the Purchase Right. In the event Seller exercises the Purchase Right by delivering written notice of such election to the Purchaser with three (3) business days following receipt of the Option Notice, Purchaser shall assign its right to acquire the securities to Seller or otherwise assign the Purchase Right to the Seller, consistent with the terms and conditions set forth in this Section 4.1. In the event the Purchaser does not receive written notice from Seller of its election to exercise the Purchase RightNote, the Purchaser shall have the right to consummate participate in up to 30% of each such subsequent financing that involves the purchase sale of securities of the securities from Company (each such financing, a “Subsequent Financing”). At least 15 days prior to the Companymaking or accepting of an offer for a Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing and the details of such Subsequent Financing (a “Subsequent Financing Notice”). The Subsequent Financing Notice shall describe in whole 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 part 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 substantially the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company of its election to participate, then the Company may immediately effect the Subsequent Financing on the terms and conditions with the Persons set forth in the Option Subsequent Financing Notice. In If by 6:30 p.m. (Eastern Time) on the event fifteenth day after the Purchaser fails has received the Subsequent Financing Notice the Purchaser elects to provide Seller participate in an amount that is less than 30% of the total amount of the Subsequent Financing, then the Company may immediately effect the remaining portion of such 30% on the terms and with the Option Persons set forth in the Subsequent Financing Notice. If the Purchaser notifies the Company of its election to participate in the Subsequent Financing prior to 6:30 p.m. (Eastern Time) on such day, Seller’s sole remedy the Company shall promptly notify the Purchaser in writing if any other holder(s) of rights to participate in any Subsequent Financing (a “Preemptive Rights Holder”) fail to fully exercise such rights in any such Subsequent Financing (a “Remaining Securities Notice”). After receipt of the Remaining Securities Notice by the Purchaser, the Purchaser shall be entitled to at least five days to notify the Company of its intention to purchase all or any portion of the remaining portion of the securities that the Preemptive Rights Holder was entitled to purchase. The Company must provide written notice to the Purchaser of such Purchaser’s failure to provide the required Option with a second Subsequent Financing Notice, and to immediately tender payment for such purchase the Purchaser will again have the right of participation set forth above in this Section 1.4(a), if the Subsequent Financing subject to the Purchaser. Failure to pay initial Subsequent Financing Notice is not consummated for any reason on the purchase price for terms set forth in such Subsequent Financing Notice within 90 days after the exercise date of the Purchase Right within five (5) business days following Seller’s receipt of actual or constructive notice of the financing or series of financings giving rise to the Purchase Right shall constitute a waiver of Seller’s right to exercise the Purchase Right. The Purchasers agree and covenant not to enter into any agreement with the Company to purchase securities unless such agreement is assignable to Seller and/or such agreement includes reference to the Purchase Right granted to Seller hereunderinitial Subsequent Financing Notice.

Subsequent Financings. In (a) For a period of one (1) year following the event on or before two (2) years from the effective date of this Agreement the Registration Statement (as defined in the Registration Rights Agreement), the Company enters into covenants and agrees to promptly notify in writing (a securities purchase agreement or similar agreement to issue securities to any Purchaser in a financing, or series "Rights Notice") the Purchasers of financings, Seller shall have the right, but not the obligation, to purchase up to 20% of the securities proposed to be issued to such Purchaser under the same terms and conditions as offered to Purchasers (“Purchase Right”). In the event any Purchaser is obligated to offer the Purchase Right to Seller hereunder, such Purchaser shall provide written notice of such Purchase Right to Seller setting forth the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a “Subsequent Financing”), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock; provided, however, prior to delivering to each Purchaser a Rights Notice, the Purchase Right Company shall first deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Option Pre-Notice”). Seller shall have ) within three (3) business days following receipt Trading Days of receiving an applicable offer, which Pre-Notice shall ask such Purchaser if it wants to review the Option Notice to notify details of such financing. Upon the request of a Purchaser, in writing, of Seller’s election to exercise the Purchase Right. In the event Seller exercises the Purchase Right and only upon a request by delivering written notice of such election to the Purchaser with within three (3) business days following Trading Days of receipt of the Option a Pre-Notice, Purchaser the Company shall assign its right promptly, but no later than two (2) Trading Days after such request, deliver a Rights Notice to acquire such Purchaser. The Rights Notice shall describe, in reasonable detail, the securities to Seller or otherwise assign proposed Subsequent Financing, the Purchase Right to names and investment amounts of all investors participating in the SellerSubsequent Financing (if known), consistent with the proposed closing date of the Subsequent Financing, which shall be no earlier than ten (10) Trading Days from the date of the Rights Notice, and all of the terms and conditions set forth 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, 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 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 4.1Section, 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. In Delivery of any Rights Notice constitutes a representation and warranty by the event Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Purchaser 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 written notice of exercise of the Rights Option from Seller any or all of its election to exercise Purchasers within the Purchase RightOption Period, the Purchaser Company shall have the right to consummate close the purchase of Subsequent Financing on the securities from the Company, in whole or in part on substantially the terms and conditions scheduled closing date set forth in the Option Rights Notice (or within thirty (30) days thereafter) without the participation of any or all of such Purchasers; 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. In If the event closing of the Purchaser fails to provide Seller with proposed Subsequent Financing does not occur on the Option Noticescheduled closing date set forth in the Rights Notice (or within thirty (30) days thereafter), Seller’s sole remedy any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to provide written notice to the Purchaser of such Purchaser’s failure to provide the required Option Notice, and to immediately tender payment for such purchase to the Purchaser. Failure to pay the purchase price for the exercise all of the Purchase Right within five (5) business days following Seller’s receipt provisions of actual or constructive notice this Section 3.20(a), including, without limitation, the delivery of the financing or series of financings giving rise to the Purchase Right shall constitute a waiver of Seller’s right to exercise the Purchase Rightnew Rights Notice. The Purchasers agree and covenant provisions of this Section 3.20(a) shall not apply to enter into any agreement with the Company to purchase issuances of securities unless such agreement is assignable to Seller and/or such agreement includes reference to the Purchase Right granted to Seller hereunderin a Permitted Financing.