Common use of Terms of Future Financings Clause in Contracts

Terms of Future Financings. So long as any obligations of the Company under the Subscription Documents are outstanding, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Date, by the Company or any Subsidiary, with any term that the Purchaser reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser reasonably believes was not similarly provided, to the Purchaser in the Subscription Documents, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three (3) business days of the new issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.16). The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So long as any obligations of the Company under the Subscription Documents are this Note is outstanding, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Date, by the Company Borrower or any Subsidiaryof its subsidiaries of any new security, with any term that the Purchaser Holder reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser Holder reasonably believes was not similarly provided, provided to the Purchaser Holder in the Subscription Documentsthis Note, then (i) the Company Borrower shall notify the Purchaser Holder of such additional or more favorable term within three five (35) business days day of the new issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at PurchaserHolder’s option, shall become a part of the transaction documents with the Purchaser Holder (regardless of whether the Company Borrower complied with the notification provision of this Section 5.164.14). The types of terms contained in another security that may be more favorable to the purchaser holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser Holder elects to have the term become a part of the transaction documents with the PurchaserHolder, then the Company Borrower shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser Holder (the “Acknowledgment”) within three one (31) business days day of CompanyBorrower’s receipt of request from Purchaser Holder (the “Adjustment Deadline”), provided that CompanyBorrower’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. For avoidance of any doubt, the foregoing of this Section 4.14 shall not apply to any financings by the Company made under its existing Regulation A and S-1 offerings. Nor shall this section apply to any adjustments made to any of the Borrower’s securities issued prior to the date hereof.

Terms of Future Financings. So long as any obligations of the Company under the Subscription Documents are outstanding, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Execution Date, by the Company NVOS or any Subsidiary, with any term that the Purchaser reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser reasonably believes was not similarly provided, to the Purchaser in the Subscription Documents, then (i) the Company shall notify the Purchaser in writing (the “Company Deal Notice”) of such additional or more favorable term within three (3) business days of the new issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at the Purchaser’s option, option such terms shall become a part of the transaction documents with the Purchaser, which must be exercised by the Purchaser (regardless of whether by a delivery in writing to the Company complied with within seven (7) business days of receiving the notification provision of this Section 5.16)Company Deal Notice. The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”)Purchaser, provided that Company’s failure to timely provide the Acknowledgement Acknowledgment shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So Unless otherwise agreed to by the Lead Purchaser, so long as the Purchaser holds any obligations of the Company under the Subscription Documents are outstandingPreferred Shares, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Dateissue date, by the Company or any SubsidiaryCompany, with any term that the Purchaser reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser reasonably believes was not similarly provided, to the Purchaser in the Subscription Documents, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three five (35) business days Business Days of the new issuance and/or amendment (as applicable) of the respective security, which notice may include the filing of a current report on Form 8-K that discloses the issuance of such new security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.165.12). The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver to the Purchaser acknowledgment of such adjustment and/or shall take such further action as the Purchaser may reasonably require (including executing and delivering amendments to applicable transaction documents) to implement such adjustments in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three five (35) business days Business Days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So long as any obligations of the Company under the Subscription Documents Preferred Shares are outstanding, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Effective Date, by the Company or any Subsidiary, with any term that the Purchaser reasonably believes is more favorable to the holder Purchaser of such security thanthan to the Purchaser in the Securities or the Transaction Documents, or with a term in favor of the holder Purchaser of such security that the Purchaser reasonably believes was not similarly provided, provided to the Purchaser in the Subscription Securities or the Transaction Documents, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three (3) business days of the new issuance and/or amendment (as applicable) of the respective security, which notice shall be deemed to have been given to the Purchaser if the terms of such issuance or amendment are publicly disclosed, including through a press release or filing by the Company of a report or other document with the SEC, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents Securities or the Transaction Documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.165.5). The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. Notwithstanding the foregoing, Section 5.5 shall not apply to an Exempt Issuance (as defined in the Designation) of Securities.

Terms of Future Financings. So Unless otherwise agreed to by the holders of a majority of the then outstanding Preferred Shares, so long as the Purchaser holds any obligations of the Company under the Subscription Documents are outstandingPreferred Shares, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Dateissue date, by the Company or any SubsidiaryCompany, with any term that the Purchaser reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser reasonably believes was not similarly provided, to the Purchaser in the Subscription Documents, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three five (35) business days Business Days of the new issuance and/or amendment (as applicable) of the respective security, which notice may include the filing of a current report on Form 8-K that discloses the issuance of such new security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.165.8). The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If the Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver to the Purchaser acknowledgment of such adjustment and/or shall take such further action as the Purchaser may reasonably require (including executing and delivering amendments to applicable transaction documents) to implement such adjustments in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three five (35) business days Business Days of the Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that the Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So long as any obligations of the Company under the Subscription Documents are this Note is outstanding, upon any issuance by the Borrower or any of (or announcement its subsidiaries of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any a security that was originally issued before the Issue Date, by the Company or any Subsidiary, with any term that the Purchaser Holder reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser Holder reasonably believes was not similarly provided, provided to the Purchaser Holder in the Subscription Documentsthis Note, then (i) the Company Borrower shall notify the Purchaser Holder of such additional or more favorable term within three one (31) business days day of the new issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at PurchaserHolder’s option, shall become a part of the transaction documents with the Purchaser Holder (regardless of whether the Company Borrower complied with the notification provision of this Section 5.164.14). The types of terms contained in another security that may be more favorable to the purchaser holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser Holder elects to have the term become a part of the transaction documents with the PurchaserHolder, then the Company Borrower shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser Holder (the “Acknowledgment”) within three one (31) business days day of CompanyBorrower’s receipt of request from Purchaser Holder (the “Adjustment Deadline”), provided that CompanyBorrower’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Adjustment Deadline, then $1,000.00 per day shall be added to the balance of the Note for each day beyond the Adjustment Deadline that the Borrower fails to deliver such Acknowledgement. In addition, the Holder shall have the right, at any time until the Note is satisfied in its entirety, and upon written notice to the Borrower, to purchase an additional convertible promissory note from the Borrower, with the exact same terms and conditions as provided in this Note (with the understanding that the Borrower shall execute the form of this Note and all related transaction documents with updated dates within three (3) business days after the Holder exercises such right).

Terms of Future Financings. So Subject to any priority rights of Leonite, for so long as any obligations of the Company under the Subscription Documents are outstanding, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Date, by the Company or any Subsidiary, with any term that the Purchaser reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser reasonably believes was not similarly provided, to the Purchaser in the Subscription Documents, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three (3) business days of the new issuance and/or or amendment (as applicable) of the respective security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.165.14). The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So long as any obligations of the Company under the Securities or the Subscription Documents are outstanding, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Date, by the Company or any Subsidiary, with any term that the Purchaser reasonably believes is more favorable to the holder Purchaser of such security thanthan to the Purchaser in the Securities or the Subscription Documents, or with a term in favor of the holder Purchaser of such security that the Purchaser reasonably believes was not similarly provided, provided to the Purchaser in the Securities or the Subscription Documents, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three (3) business days of the new issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents Securities or the Subscription Documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.163.12). The types of terms contained in another security that may be more favorable to the purchaser Purchaser of such security include, but are not limited to, terms addressing conversion discountsprice, conversion price discounts and adjustments, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, commitment shares, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So long as any obligations of the Company under the Subscription Documents are outstanding, solely in connection with a financing of the Company and subject to the provisions of this section, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Date, by the Company or any Subsidiary, with any term that in the Purchaser reasonably believes aggregate with all of the terms in such future financing, is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser reasonably believes was not similarly providedprovided to, to the Purchaser in the Subscription Documents, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three five (35) business days of the new issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.16), provided, however, that this provision is not applicable to (i) the Company’s Form 1-A Regulation A Offering Statement which qualified with the SXX xx Xxxxxxxx 0, 0000, (xx) compensation paid by the Company to Costaldo Law Group P. C. or its assigns, or Grace Court Advisors Inc. or its assigns, (iii) compensation paid by the Company to its employees or directors, or (iv) compensation paid by the Company to consultants, service providers, advisors, or vendors in Common Shares or securities of the Company at market value as of the date of issuance. The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, commitment shares, stock sale price, private placement price per share, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business 30 days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So Unless otherwise agreed to by the Lead Purchaser, so long as the Purchaser holds any obligations of the Company under the Subscription Documents are outstandingPreferred Shares, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Dateissue date, by the Company or any SubsidiaryCompany, with any term that the Purchaser reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser reasonably believes was not similarly provided, to the Purchaser in the Subscription Documents, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three five (35) business days Business Days of the new issuance and/or or amendment (as applicable) of the respective security, which notice may include the filing of a current report on Form 8-K that discloses the issuance of such new security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.165.12). The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, fixed pricing, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver to the Purchaser acknowledgment of such adjustment or shall take such further action as the Purchaser may reasonably require (including executing and delivering amendments to applicable transaction documents) to implement such adjustments in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three five (35) business days Business Days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So long as any obligations of the Company under the Subscription Documents are outstanding, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Date, by the Company or any Subsidiary, with any term that the Purchaser reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser reasonably believes was not similarly provided, to the Purchaser in the Subscription Documents, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three five (35) business days of the new issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.16). The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business 30 days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So long as any obligations of the Company under the Subscription Documents are this Note is outstanding, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Date, by the Company Borrower or any Subsidiary, with any term that the Purchaser Holder reasonably believes is more favorable to the holder of such security than, or with a term in favor of the holder of such security that the Purchaser Holder reasonably believes was not similarly provided, provided to the Purchaser Holder in the Subscription Documentsthis Note, then (i) the Company Borrower shall notify the Purchaser Holder of such additional or more favorable term within three (3) business days of the new issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at PurchaserHolder’s option, shall become a part of the transaction documents with the Purchaser Holder (regardless of whether the Company Borrower complied with the notification provision of this Section 5.163.12). The types of terms contained in another security that may be more favorable to the purchaser holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser Holder elects to have the term become a part of the transaction documents with the PurchaserHolder, then the Company Borrower shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser Holder (the “Acknowledgment”) within three (3) business days of CompanyBorrower’s receipt of request from Purchaser Holder (the “Adjustment Deadline”), provided that CompanyBorrower’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

Terms of Future Financings. So long as any obligations of the Company under the Subscription Documents are this Note is outstanding, upon any new issuance by the Company or any of (or announcement its subsidiaries of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any a security that was originally issued before the Issue Date, by the Company or any Subsidiary, with any term that the Purchaser reasonably believes is more favorable to the holder purchaser of such security thansecurity, or with a term in favor of the holder purchaser of such security that the Purchaser reasonably believes was not similarly provided, provided to the Purchaser in the Subscription Documentsthis Note, then (i) the Company shall notify the Purchaser of such additional or more favorable term within three (3) business days of the new issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Purchaser’s option, shall become a part of the transaction documents with the Purchaser (regardless of whether the Company complied with the notification provision of this Section 5.165.5). The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Purchaser elects to have the term become a part of the transaction documents with the Purchaser, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s receipt of request from Purchaser (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.