Common use of Additional Financings Clause in Contracts

Additional Financings. The Investor and the Issuer acknowledge that their intent is to discuss any financing requirements of the Issuer from time to time before seeking other financing offers or opportunities from third parties. Other than for any Permitted Secured Debt, the Issuer shall, at least ten (10) Business Days prior to executing any binding letter of intent, term sheet, commitment letter or other document or agreement, or engaging in any exclusive negotiation with any Person, in connection with any equity, quasi-equity or debt financing of the Issuer or any of its subsidiaries, including any ATM Offering or “bought deal” financing (each an “Additional Financing”), provide the Investor with written notice of its intention to complete an Additional Financing (a “Consultation Notice”), and which Consultation Notice shall include the anticipated size and pricing of the Additional Financing (which, in each case, may be expressed as a range or with reference to the Market Price). During the ten (10) Business Days following the delivery of a Consultation Notice to the Investor (the “Consultation Period”), the Issuer shall consult with the Investor diligently and in good faith and such consultation shall include good faith discussions with respect to the financing requirements of the Issuer and its subsidiaries at such time, the availability of alternative financing sources and the opportunity for the Investor to, during the Consultation Period, offer to provide all or part of such Additional Financing or any alternative financing. Following the Consultation Period and subject to the terms of any confidentiality or non-disclosure agreement entered into by the Issuer, the Issuer shall keep the Investor reasonably informed in a timely manner of any material development in connection with such Additional Financing including any material change to the terms thereof. For certainty, following the Consultation Period in respect of any Additional Financing, the Issuer shall not require the consent from the Investor pursuant to this Agreement with respect to the entering into of any document or agreement in respect of such Additional Financing.

Additional Financings. The Investor and the Issuer Corporation acknowledge that their intent during the Interim Period is to discuss any financing requirements of the Issuer Corporation from time to time before seeking other financing offers or opportunities from third parties. Other During the Interim Period, other than for any Permitted Secured Debt, the Issuer Corporation shall, at least ten (10) Business Days prior to executing any binding letter of intent, term sheet, commitment letter or other document or agreement, or engaging in any exclusive negotiation with any Person, in connection with any equity, quasi-equity or debt financing of the Issuer Corporation or any of its subsidiaries, including any ATM Offering offering or “bought deal” financing (each an “Additional Financing”), provide the Investor with written notice of its intention to complete an Additional Financing (a “Consultation Notice”), and which Consultation Notice shall include the anticipated size and pricing of the Additional Financing (which, in each case, may be expressed as a range or with reference to the Market Pricemarket price). During the ten (10) Business Days following the delivery of a Consultation Notice to the Investor (the “Consultation Period”), the Issuer Corporation shall consult with the Investor diligently and in good faith and such consultation shall include good faith discussions with respect to the financing requirements of the Issuer Corporation and its subsidiaries at such time, the availability of alternative financing sources and the opportunity for the Investor to, during the Consultation Period, offer to provide all or part of such Additional Financing or any alternative financing. Following the Consultation Period and subject to the terms of any confidentiality or non-disclosure agreement entered into by the IssuerCorporation, the Issuer Corporation shall keep the Investor reasonably informed in a timely manner of any material development in connection with such Additional Financing including any material change to the terms thereof. For certainty, following the Consultation Period in respect of any Additional Financing, the Issuer Corporation shall not require the consent from the Investor pursuant to this Agreement with respect to the entering into of any document or agreement in respect of such Additional Financing. The Investor and the Corporation agree that in the event any additional Series A Warrants are issued during the Interim Period as a result of any Additional Financing (pursuant to the terms of the Original Investor Rights Agreement), such Series A Warrants shall be treated as Series A-3 Warrants (as contemplated by the Form of Amended and Restated Series A Warrant Certificate attached hereto as Schedule “D”) on the Amendment Effective Date.