Common use of Additional Investment Right Clause in Contracts

Additional Investment Right. For so long as that certain Amended and Restated Senior Secured Convertible Debenture of the Company due February 11, 2026, as may be amended, restated, amended and restated, or otherwise modified or exchanged from time to time (the “Debenture”) or shares of Series C-2 Convertible Preferred Stock of the Company (as may be amended, restated, amended and restated, or otherwise modified or exchanged from time to time) are outstanding, the Purchaser shall have the right (the “Additional Investment Right”), exercisable at any time and from time to time, beginning on or after May 22, 2025, to purchase or acquire up to $10,000,000 of aggregate stated value of additional shares of Series C-2 Preferred Stock (the “AIR Preferred Shares”), provided that any Additional Investment Right may only be exercised in a minimum amount of $200,000 of AIR Preferred Shares and provided further that the Purchaser may to elect to either (i) purchase the AIR Preferred Shares for cash (an “AIR Purchase”) or (ii) receive such AIR Preferred Shares in exchange for all or a portion of the Debenture, with the aggregate stated value of such AIR Preferred Shares received in such exchange equal to the principal amount of the Debenture so exchanged, plus any accrued and unpaid interest thereon (an “AIR Exchange”). The AIR Preferred Shares shall have the same terms as the Series C-2 Preferred Stock then outstanding, provided that, upon the later of (i) Stockholder Approval Date and (ii) the issuance of AIR Preferred Shares, the conversion price in the AIR Preferred Shares and Series C-2 Preferred Stock shall be deemed to be the lowest of (i) the Conversion Price as in effect on the date that the Holder exercises such Additional Investment Right, and (ii) the greater of (x) the Floor Price (as defined in the Series C-2 Certificate of Designations) and (y) 85% of the arithmetic average of the three (3) lowest VWAPs during the ten (10) Trading Days prior to the date the Purchaser exercises its Additional Investment Right. For a Purchaser to exercise such Additional Investment Right, Purchaser shall deliver written notice to the Company (“AIR Exercise Notice”), stating its election to exercise the Additional Investment Right, the specific dollar amount with respect to the AIR Preferred Shares to be purchased and/or exchanged for by such Purchaser (“Subsequent Amount”), and whether such AIR Preferred Shares will be acquired pursuant to either an AIR Purchase or an AIR Exchange. Within two (2) business days of its receipt of the AIR Exercise Notice, the Company shall notify the Purchaser of the date on which such purchase and sale shall occur (each such closing, the “AIR Subsequent Closing”). The AIR Subsequent Closing shall occur no later than two (2) business days (each such date, the “AIR Subsequent Closing Date”) following receipt by the Company of the AIR Exercise Notice unless otherwise mutually agreed upon by the Purchaser and Company. On or prior to the AIR Subsequent Closing Date: (i) the Company shall deliver or cause to be delivered to each such exercising Purchaser: (A) a legal opinion of Company Counsel, in a form reasonably acceptable to the Purchaser, (B) a copy of the Irrevocable Transfer Agent Instructions to issue the AIR Preferred Shares, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent; (C) A certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the AIR Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the AIR Subsequent Closing Date; (D) Wire transfer instructions of the Company (if the Purchaser elects an AIR Purchase); (E) Such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request; and (ii) each Purchaser shall deliver to the Company either (A) in the event of an AIR Purchase, the subscription amount for the applicable Subsequent Amount by wire transfer to the account specified in writing by the Company, or (B) in the event of an AIR Exchange, a duly executed note endorsement for purposes of assigning and transferring all of such Purchaser’s right, title, and interest in and to the portion of the Debenture being exchanged. The Company agrees and stipulates that, for purposes of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), AIR Preferred Shares acquired pursuant to an AIR Exchange are deemed to have been acquired by the Purchaser on October 11, 2024, pursuant to Rule 144(d)(3)(ii) of the Securities Act.”

Additional Investment Right. For so long as that certain Amended Beginning on the date hereof and Restated Senior Secured Convertible Debenture of the Company due February 11ending on December 31, 2026, as may be amended, restated, amended and restated, or otherwise modified or exchanged from time to time (the “Debenture”) or shares of Series C-2 Convertible Preferred Stock of the Company (as may be amended, restated, amended and restated, or otherwise modified or exchanged from time to time) are outstanding2025, the Purchaser Investor shall have the right (right, but not the “Additional Investment Right”)obligation, exercisable at any time and from time to time, beginning on or after May 22, 2025, in its sole and absolute discretion to purchase or acquire up to $10,000,000 of aggregate stated value of additional shares of Series C-2 Preferred Stock (from the “AIR Preferred Shares”), provided that any Company Additional Investment Right may only be exercised Notes in a minimum an amount of $200,000 of AIR Preferred Shares and provided further that the Purchaser may to elect to either (i) purchase the AIR Preferred Shares for cash (an “AIR Purchase”) or (ii) receive such AIR Preferred Shares in exchange for all or a portion of the Debenture, with the aggregate stated value of such AIR Preferred Shares received in such exchange equal to the principal amount of the Debenture so exchanged, plus any accrued and unpaid interest thereon (an “AIR Exchange”). The AIR Preferred Shares shall have such Investor’s December Additional Purchase on the same terms and conditions as set forth in Section 4(k) of the Series C-2 Preferred Stock then outstandingPurchase Agreement; provided; however, provided that, upon that the later following terms shall apply to any Notes and Warrants issued pursuant to this Additional Investment Rights Agreement: ● The Conversion Price of Notes shall be equal to a 5% discount to the lower of (i) Stockholder Approval Date and (iia) the Closing Sale Price of the Common Stock on the Trading Day immediately prior to the date of issuance of AIR Preferred Sharessuch Notes, the conversion price in the AIR Preferred Shares and Series C-2 Preferred Stock shall be deemed to be the lowest of (ib) the Conversion Closing Sale Price as in effect of the Common Stock on the date that on which the Holder exercises such Additional Investment Right, and (ii) the greater of (x) the Floor Price Initial Registration Statement (as defined in the Series C-2 Certificate Registration Rights Agreement) registering at least the number of Designationsshares of Common Stock equal to the Initial Required Registration Amount (as defined in the Registration Rights Agreement) is declared effective by the SEC and (yc) 85the lowest daily VWAP in the five trading days prior to such Conversion Date, subject to adjustment as provided herein; provided, that, notwithstanding anything to the contrary contained in the Note, the Conversion Price shall not be less than a 20% discount of the price determined pursuant to prong (a) (the “Conversion Price Floor”). For the avoidance of doubt, the Conversion Price Floor shall not be subject to adjustment provided for in this Note that is otherwise applicable to the Conversion Price. ● Each Warrant shall have an exercise price equal to 105% of the arithmetic average Closing Sale Price of the three (3) lowest VWAPs during Common Stock on the ten (10) Trading Days Day immediately prior to the date the Purchaser exercises its Additional Investment Right. For a Purchaser to exercise of issuance of such Additional Investment Right, Purchaser shall deliver written notice to the Company Warrant (“AIR Exercise Notice”), stating its election to exercise the Additional Investment Right, the specific dollar amount with respect to the AIR Preferred Shares to be purchased and/or exchanged for by such Purchaser (“Subsequent Amount”), and whether such AIR Preferred Shares will be acquired pursuant to either an AIR Purchase or an AIR Exchange. Within two (2) business days of its receipt of the AIR Exercise Notice, the Company shall notify the Purchaser of the date on which such purchase and sale shall occur (each such closing, the “AIR Subsequent ClosingExercise Price”). The AIR Subsequent Closing shall occur no later than two (2) business days (each such date, the ● Item “AIR Subsequent Closing Date”) following receipt by the Company C” of the AIR Cashless Exercise Notice unless otherwise mutually agreed upon by the Purchaser and Company. On or prior to the AIR Subsequent Closing Date: (iformula set forth in Section 1(d) the Company of teach Warrant shall deliver or cause to be delivered to each such exercising Purchaser: (A) a legal opinion of Company Counsel, in a form reasonably acceptable to the Purchaser, (B) a copy as follows: “C = The lower of the Irrevocable Transfer Agent Instructions to issue the AIR Preferred Shares, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent; (C) A certificate, duly executed by the Chief Executive Officer or Chief Financial Officer two Closing Bid Prices of the Company, dated as of Common Stock in the Closing Date, certifying that each and every representation and warranty of two days prior the Company shall be true and correct as of the date when made and as of the AIR Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the AIR Subsequent Closing Date; exercise (D) Wire transfer instructions of the Company (if the Purchaser elects an AIR Purchase); (E) Such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Purchaser Closing Bid Price is defined in Section 16 herein), but in any event not less than $0.01 (as may be adjusted for stock dividends, subdivisions, or its counsel may reasonably request; and (ii) each Purchaser shall deliver to the Company either (A) combinations in the event of an AIR Purchase, the subscription amount for the applicable Subsequent Amount by wire transfer to the account specified manner described in writing by the Company, or (BSection 2(a) in the event of an AIR Exchange, a duly executed note endorsement for purposes of assigning and transferring all of such Purchaser’s right, title, and interest in and to the portion of the Debenture being exchanged. The Company agrees and stipulates that, for purposes of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”herein), AIR Preferred Shares acquired pursuant to an AIR Exchange are deemed to have been acquired by the Purchaser on October 11, 2024, pursuant to Rule 144(d)(3)(ii) of the Securities Act.”