Common use of Most Favored Nation Clause in Contracts

Most Favored Nation. Buyer, whether or not participating in a particular Subsequent Financing, shall have the right, exercisable at any time prior to the Notice Termination Time for such Subsequent Financing, to accept Subsequent Financing Securities and the Subsequent Financing Terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”). If the Company receives such notice from Buyer of the exercise of its MFN Right as of the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities (and, if and to the extent relevant, the underlying securities) then held by Buyer and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the Subsequent Financing Securities and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or Buyer, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities for Subsequent Financing Securities.

Most Favored Nation. Buyer, whether or not participating in a particular Subsequent Financing, Each Investor shall have the right, exercisable at any time prior to in connection with any issuance by the Notice Termination Time Company of Common Stock or Common Stock Equivalents for such consideration (a “Subsequent Financing, ”) to accept Subsequent Financing Securities the securities and the Subsequent Financing Terms terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”), subject to the terms and conditions set forth herein. If the Company receives such notice from Buyer an Investor of the exercise of its MFN Right as of the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securities) then held by Buyer the Investor and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and terms Present Terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the securities issued in the Subsequent Financing Securities (and, if and to the extent relevant, the underlying securities) (the “Subsequent Financing Terms”) and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or Buyersuch Investor, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities for Subsequent Financing Securitiessecurities.

Most Favored Nation. BuyerPurchaser, whether or not participating in a particular Subsequent Financing, shall have the right, exercisable at any time prior to the Notice Termination Time for such Subsequent Financing, to accept Subsequent Financing Securities the securities and the Subsequent Financing Terms terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”), subject to the terms and conditions set forth herein. If the Company receives such notice from Buyer Purchaser of the exercise of its MFN Right as of on or prior to the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securities) then held by Buyer Purchaser and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and terms Present Terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the securities issued in the Subsequent Financing Securities (and, if and to the extent relevant, the underlying securities) (the “Subsequent Financing Terms”) and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or BuyerPurchaser, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities for Subsequent Financing Securities.securities. Notwithstanding anything contained herein to the contrary, the MFN Right shall also apply to an Exempt Issuance

Most Favored Nation. Buyer, whether or not participating in a particular Subsequent Financing, shall have the right, exercisable at any time prior to the Notice Termination Time for such Subsequent Financing, to accept Subsequent Financing Securities and the Subsequent Financing Terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”). If the Company receives such notice from Buyer of the exercise of its MFN Right as of the Notice Termination Time for such Subsequent Financing, then: (iA) effective upon the closing of such Subsequent Financing, the terms of the securities (and, if and to the extent relevant, the underlying securities) then held by Buyer and this Agreement (collectively, “Present Terms”) shall automatically be amended by (xi) substituting the form, mix and terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the Subsequent Financing Securities and (yii) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (iiB) thereafter, upon the reasonable request of the Company or Buyer, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities for Subsequent Financing Securities.

Most Favored Nation. BuyerAs long as any of the Notes remain outstanding and until a Liquidity Event shall have occurred, whether if the Company or not participating any Subsidiary shall enter into any debt or equity financing transaction in an amount equal to or in excess of the Maximum Offering Amount (a particular “Subsequent Financing”) the terms of which are more favorable to the persons or entities providing such Subsequent Financing (“More Favorable Terms”) than those of the Offering and Transaction Documents (“Present Terms”), it shall promptly notify the Investors of the same, including a reasonably complete summary of the material differences between the Present Terms and such More Favorable Terms. Each Investor shall have the right, exercisable at any time prior to the Notice Termination Time for within ten (10) Business Days are receiving such Subsequent Financingnotice, to elect to accept Subsequent Financing Securities and the Subsequent Financing Terms of such Subsequent Financing More Favorable terms in lieu of the Securities and the terms of this Agreement (“MFN Right”). If the Company receives such notice from Buyer Present Terms of the exercise of its MFN Right as of the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securitiesUnderlying Securities) then held by Buyer such Investor and under this Agreement Agreement. The Securities (collectivelyand, “if and to the extent relevant, Underlying Securities) held by, and other Present Terms”) Terms as applied to, each Investor who so exercises such right shall there after automatically be deemed amended by (x) substituting the form, mix and terms of such securities Securities (and, if and to the extent relevant, the underlying securitiesUnderlying Securities) with those of the issued or issuable in such Subsequent Financing Securities Financing, and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing More Favorable Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or Buyersuch Investor(s), the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this SectionSection 4.11, including the physical exchange of securities for Subsequent Financing Securities... 18

Most Favored Nation. Buyer, whether or not participating in a particular Subsequent Financing, shall have the right, exercisable If at any time from the Effective Date until the payment in full of the Notes, the Company completes a subsequent financing of securities that are substantially equivalent to those issued pursuant to the Offering (and for certainty, excluding any Excluded Issuance) with another individual or entity (“Third Party”) on terms that are, on a whole, more favorable to the Third Party than the terms of the Offering, the Company shall give not less than ten (10) days’ prior written notice to each Purchaser of such proposed subsequent financing. In the event the Purchaser agrees that the terms of the subsequent financing are more favorable than the terms under the Offering and notifies the Company during such 10-day period prior to the Notice Termination Time for such Subsequent Financing, to accept Subsequent Financing Securities and the Subsequent Financing Terms of such Subsequent Financing in lieu closing of the Securities and the terms of this Agreement (“MFN Right”). If the Company receives such notice from Buyer of the exercise of its MFN Right as of the Notice Termination Time for such Subsequent Financingsubsequent financing, then: (i) effective upon the closing of such Subsequent Financingsubsequent financing, the terms of the securities (and, if and to the extent relevant, the underlying securities) Securities then held by Buyer Purchaser and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and terms Present Terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the securities issued in the subsequent financing (the “Subsequent Financing Securities Terms”) and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or BuyerPurchaser, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities for Subsequent Financing Securitiessecurities.

Most Favored Nation. Buyer, whether or not participating in a particular Subsequent Financing, Each Purchaser shall have the right, exercisable at any time prior to in connection with any issuance by the Notice Termination Time Company of Common Stock or Common Stock Equivalents for such consideration (a “Subsequent Financing, ”) to accept Subsequent Financing Securities the securities and the Subsequent Financing Terms terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”), subject to the terms and conditions set forth herein. If the Company receives such notice from Buyer a Purchaser of the exercise of its MFN Right as of the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securities) then held by Buyer Purchaser and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and terms Present Terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the securities issued in the Subsequent Financing Securities (and, if and to the extent relevant, the underlying securities) (the “Subsequent Financing Terms”) and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or Buyera Purchaser, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities for Subsequent Financing Securitiessecurities. Notwithstanding anything contained herein to the contrary, the MFN Right shall also apply to an Exempt Issuance.

Most Favored Nation. BuyerAs long as the Note remains outstanding and until a Liquidity Event shall have occurred, whether if the Company or not participating any Subsidiary shall enter into any debt or equity financing transaction in an amount equal to or in excess of the Maximum Offering Amount (a particular “Subsequent Financing”) the terms of which are more favorable to the persons or entities providing such Subsequent Financing (“More Favorable Terms”) than those of the Offering and Transaction Documents (“Present Terms”), it shall promptly notify the Investor of the same, including a reasonably complete summary of the material differences between the Present Terms and such More Favorable Terms. The Investor shall have the right, exercisable at any time prior to the Notice Termination Time for within ten (10) Business Days are receiving such Subsequent Financingnotice, to elect to accept Subsequent Financing Securities and the Subsequent Financing Terms of such Subsequent Financing More Favorable terms in lieu of the Securities and the terms of this Agreement (“MFN Right”). If the Company receives such notice from Buyer Present Terms of the exercise of its MFN Right as of the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securitiesUnderlying Securities) then held by Buyer the Investor and under this Agreement Agreement. The Securities (collectivelyand, “if and to the extent relevant, Underlying Securities) held by, and other Present Terms”) Terms as applied to, the Investor who so exercises such right shall there after automatically be deemed amended by (x) substituting the form, mix and terms of such securities Securities (and, if and to the extent relevant, the underlying securitiesUnderlying Securities) with those of the issued or issuable in such Subsequent Financing Securities Financing, and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing More Favorable Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or Buyersuch Investor, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this SectionSection 4.11, including the physical exchange of securities for Subsequent Financing Securities...

Most Favored Nation. BuyerPurchaser, whether or not participating in a particular Subsequent FinancingFinancing (defined below), shall have the right, exercisable at any time prior to the Notice Termination Time (defined below) for such Subsequent Financing, to accept Subsequent Financing Securities the securities and the Subsequent Financing Terms terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”), subject to the terms and conditions set forth herein. If the Company receives such notice from Buyer Purchaser of the exercise of its MFN Right as of on or prior to the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securities) then held by Buyer Purchaser and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and terms Present Terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the securities issued in the Subsequent Financing Securities (and, if and to the extent relevant, the underlying securities) (the “Subsequent Financing Terms”) and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or BuyerPurchaser, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities for Subsequent Financing Securitiessecurities. Notwithstanding anything contained herein to the contrary, the MFN Right shall also apply to an Exempt Issuance.

Most Favored Nation. BuyerPurchaser, whether or not participating in a particular Subsequent FinancingFinancing (defined below), shall have the right, exercisable at any time prior to the Notice Termination Time (defined below) for such Subsequent Financing, to accept Subsequent Financing Securities the securities and the Subsequent Financing Terms terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”), subject to the terms and conditions set forth herein. If the Company receives such notice from Buyer Purchaser of the exercise of its MFN Right as of on or prior to the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securities) then held by Buyer Purchaser and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and terms Present Terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the securities issued in the Subsequent Financing Securities (and, if and to the extent relevant, the underlying securities) (the “Subsequent Financing Terms”) and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or BuyerPurchaser, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities for Subsequent Financing Securitiessecurities.

Most Favored Nation. Buyer, whether or not participating in a particular Subsequent Financing, Purchaser shall have the right, exercisable at any time prior to in connection with any issuance by the Notice Termination Time Company of Common Stock or Common Stock Equivalents for such consideration (a “Subsequent Financing, ”) to accept Subsequent Financing Securities the securities and the Subsequent Financing Terms terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”), subject to the terms and conditions set forth herein. If the Company receives such notice from Buyer Purchaser of the exercise of its MFN Right as of the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securities) then held by Buyer Purchaser and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and terms Present Terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the securities issued in the Subsequent Financing Securities (and, if and to the extent relevant, the underlying securities) (the “Subsequent Financing Terms”) and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or BuyerPurchaser, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this Section, including the physical exchange of securities for Subsequent Financing Securitiessecurities. Notwithstanding anything contained herein to the contrary, the MFN Right shall also apply to an Exempt Issuance.

Most Favored Nation. BuyerAs long as any of the Notes remain outstanding and until a Liquidity Event shall have occurred, whether if the Company or not participating any Subsidiary shall enter into any debt or equity financing transaction in an amount equal to or in excess of the Maximum Offering Amount (a particular “Subsequent Financing”) the terms of which are more favorable to the persons or entities providing such Subsequent Financing (“More Favorable Terms”) than those of the Offering and Transaction Documents (“Present Terms”), it shall promptly notify the Investors of the same, including a reasonably complete summary of the material differences between the Present Terms and such More Favorable Terms. Each Investor shall have the right, exercisable at any time prior to the Notice Termination Time for within ten (10) Business Days are receiving such Subsequent Financingnotice, to elect to accept Subsequent Financing Securities and the Subsequent Financing Terms of such Subsequent Financing More Favorable terms in lieu of the Securities and the terms of this Agreement (“MFN Right”). If the Company receives such notice from Buyer Present Terms of the exercise of its MFN Right as of the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securitiesUnderlying Securities) then held by Buyer such Investor and under this Agreement Agreement. The Securities (collectivelyand, “if and to the extent relevant, Underlying Securities) held by, and other Present Terms”) Terms as applied to, each Investor who so exercises such right shall there after automatically be deemed amended by (x) substituting the form, mix and terms of such securities Securities (and, if and to the extent relevant, the underlying securitiesUnderlying Securities) with those of the issued or issuable in such Subsequent Financing Securities Financing, and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing More Favorable Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or Buyersuch Investor(s), the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this SectionSection 4.11, including the physical exchange of securities for Subsequent Financing Securities...

Most Favored Nation. BuyerThe Purchaser, whether or not participating in a particular Subsequent FinancingFinancing (defined below), shall have the right, exercisable at any time prior to the Notice Termination Time (defined below) for such Subsequent Financing, to accept Subsequent Financing Securities the securities and the Subsequent Financing Terms terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”), subject to the terms and conditions set forth herein. If the Company receives such notice from Buyer the Purchaser of the exercise of its MFN Right as of on or prior to the Notice Termination Time for such Subsequent Financing, then: (i) effective upon the closing of such Subsequent Financing, the terms of the securities Securities (and, if and to the extent relevant, the underlying securities) then held by Buyer the Purchaser and this Agreement (collectively, “Present Terms”) shall automatically be amended by (x) substituting the form, mix and terms Present Terms of such securities (and, if and to the extent relevant, the underlying securities) with those of the securities issued in the Subsequent Financing Securities (and, if and to the extent relevant, the underlying securities) (the “Subsequent Financing Terms”) and (y) incorporating by reference, mutatis mutandis, the Subsequent Financing Terms in lieu of the Present Terms; and (ii) thereafter, upon the reasonable request of the Company or Buyerthe Purchaser, the parties shall reasonably cooperate with each other in order to further or better evidence or effect such substitution(s) and amendment(s), and to otherwise carry out the intent and purposes of this SectionSection 5.15, including the physical exchange of securities for Subsequent Financing Securitiessecurities. Notwithstanding anything contained herein to the contrary, the MFN Right shall also apply to an Exempt Issuance.