Common use of Subsequent Issuances Clause in Contracts

Subsequent Issuances. Company may sell to each Purchaser, and, subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from Company, (1) on not more than two separate dates in the aggregate principal amount of S12,500,000 on each such date, during the period from the Closing Date to the date that is 30 months following the Closing Date, at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under the column "Subsequent Issuances" in the Purchaser Schedule attached hereto (each a "First Subsequent Issuance") and (2) during the period from the First Amendment Effective Date to the date that is two years following the First Amendment Effective Date, not more than once during each month and not more than four times during any calendar year, in the aggregate principal amount of at least $5,000,000 on each such date (or in the case of the first issuance following the First Amendment Effective Date, in the aggregate principal amount of $28,000,000) (but in an aggregate principal amount not to exceed $60,000,000 on all such dates), at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under the column "Second Subsequent Issuances" in the Purchaser Schedule attached hereto (each a "Second Subsequent Issuance" and together with each First Subsequent Issues, each a "Subsequent Issuance"). Company will deliver to each Purchaser, at the office of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP in New York, New York or at such other location as Company and the Purchasers may agree, one or more Notes registered in such Purchaser's name (or, at the request of the Purchaser, in the name of the nominee(s) for such Purchaser specified to the Company), evidencing the aggregate principal amount of Notes to be purchased by such Purchaser and in the denomination or denominations specified with respect to such Purchaser in the Purchaser Schedule against payment of the purchase price thereof by transfer of immediately available funds on the subsequent issuance closing date, which shall be any date upon which the Transaction Parties and the Purchasers may mutually agree subject to the satisfaction of the conditions set forth in Paragraph 3B (such date with respect to any First Subsequent Issuance, herein called the "First Subsequent Issuance Date" and such date with respect to any Second Subsequent Issuance, herein called the "Second Subsequent Issuance Date", and together with the "First Subsequent Issuance Date, each a "Subsequent Issuance Date"), for credit to the account or accounts as shall be specified in a letter, in substantially the form of Exhibit B hereto, from Company to the Purchasers delivered at least one Business Day prior to the Subsequent Issuance Date. Notwithstanding anything in this Paragraph 2B to the contrary, Company acknowledges that prior to the First Amendment Effective Date, the Purchasers purchased Notes in respect of the First Subsequent Issue in the aggregate original principal amount of $25,000,000 and that as of the First Amendment Effective Date, each Purchaser's obligation to purchase additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under the column "Subsequent Issuances" in the Purchaser Schedule attached hereto has been satisfied in full.". (d) Paragraph 2D of the Purchase Agreement is hereby amended by (i) replacing "Subsequent Issuance" where it appears subclause (2) thereof with "First Subsequent Issuance", and (ii) inserting the following subclause (3) after sublause (2) thereof:

Subsequent Issuances. The Company may sell shall not deliver any Agency Transaction Notice for, and shall notify the Agents to each Purchasersuspend or terminate any then-open Agency Transaction Notice, andat least (A) three (3) business days, subject if the applicable restricted period begins on the later of one business day prior to the terms and conditions herein set forthdetermination of the offering price or such time that a person becomes a distribution participant pursuant to Regulation M, each Purchaser agrees to purchase from Companyor (B) seven (7) business days, if the applicable restricted period begins on the later of five (15) on not more than two separate dates in the aggregate principal amount of S12,500,000 on each such date, during the period from the Closing Date business days prior to the determination of the offering price or such time that a person becomes a distribution participant pursuant to Regulation M, in each case, prior to any date on which the company offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or warrants or other rights to acquire Common Shares or any other securities of the Company that is 30 months following are substantially similar to the Closing Date, at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under Common Shares (other than the column "Subsequent Issuances" in the Purchaser Schedule attached hereto Shares) (each a "First Subsequent Issuance") and (2) during “Proposed Transaction”), except that if the period from Company is proposing to issue securities under a “bought deal” or other financing transaction where the First Amendment Effective Date to the date that Company is two years following the First Amendment Effective Date, not more than once during each month and not more than four times during any calendar year, in the aggregate principal amount of at least $5,000,000 on each such date (or in the case aware of the first issuance following Proposed Transaction sufficiently in advance to allow for three business days’ prior notice, then the First Amendment Effective Date, in Company shall notify the aggregate principal amount of $28,000,000) (but in an aggregate principal amount not to exceed $60,000,000 on all such dates), at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under the column "Second Subsequent Issuances" in the Purchaser Schedule attached hereto (each a "Second Subsequent Issuance" and together with each First Subsequent Issues, each a "Subsequent Issuance"). Company will deliver to each Purchaser, at the office of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP in New York, New York or at such other location Agents as Company and the Purchasers may agree, one or more Notes registered in such Purchaser's name (or, at the request soon as possible upon becoming aware of the Purchaser, in the name of the nominee(s) for such Purchaser specified to the Company), evidencing the aggregate principal amount of Notes to be purchased by such Purchaser Proposed Transaction and in the denomination any event prior to accepting any offer or denominations specified entering into any agreement with respect to such Purchaser in the Purchaser Schedule against payment of the purchase price thereof by transfer of immediately available funds on the subsequent issuance closing date, which shall be any date upon which the Transaction Parties and the Purchasers may mutually agree subject to the satisfaction of the conditions set forth in Paragraph 3B (such date with respect to any First Subsequent Issuance, herein called the "First Subsequent Issuance Date" and such date with respect to any Second Subsequent Issuance, herein called the "Second Subsequent Issuance Date", and together with the "First Subsequent Issuance Date, each a "Subsequent Issuance Date"), for credit to the account or accounts as shall be specified in a letter, in substantially the form of Exhibit B hereto, from Company to the Purchasers delivered at least one Business Day prior to the Subsequent Issuance DateProposed Transaction. Notwithstanding anything in this Paragraph 2B to the contrary, Company acknowledges that prior to the First Amendment Effective Dateforegoing, the Purchasers purchased Notes in respect of the First Subsequent Issue in the aggregate original principal amount of $25,000,000 and that as of the First Amendment Effective DateCompany may, each Purchaser's obligation to purchase additional Notes in an aggregate principal amount of Notes set forth opposite without giving any such Purchaser's name under the column "Subsequent Issuances" in the Purchaser Schedule attached hereto has been satisfied in full.". (d) Paragraph 2D of the Purchase Agreement is hereby amended by prior notice, (i) replacing "Subsequent Issuance" where it appears subclause (2) thereof with "First Subsequent Issuance"register the offering and sale of the Shares through the Agents pursuant to this Agreement, and (ii) inserting issue Common Shares upon the following subclause exercise of an option or warrant or the conversion of a convertible security outstanding on the date hereof and referred to in the Prospectuses, (3iii) after sublause issue Common Shares, options or other securities convertible into or exchangeable for Common Shares pursuant to existing employee incentive plans of the Company or to consultants or (2iv) thereof:issue Common Shares pursuant to any non-employee director stock plan, dividend reinvestment plan, stock purchase plan or other similar incentive plan of the Company or to consultants.

Subsequent Issuances. Company may sell to each Purchaser, and, subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from Company, (1) on not more than two separate dates in the aggregate principal amount of S12,500,000 $12,500,000 on each such date, during the period from the Closing Date to the date that is 30 months following the Closing Date, at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's ’s name under the column "“Subsequent Issuances" ” in the Purchaser Schedule attached hereto (each a "First “Subsequent Issuance") and (2) during the period from the First Amendment Effective Date to the date that is two years following the First Amendment Effective Date, not more than once during each month and not more than four times during any calendar year, in the aggregate principal amount of at least $5,000,000 on each such date (or in the case of the first issuance following the First Amendment Effective Date, in the aggregate principal amount of $28,000,000) (but in an aggregate principal amount not to exceed $60,000,000 on all such dates), at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under the column "Second Subsequent Issuances" in the Purchaser Schedule attached hereto (each a "Second Subsequent Issuance" and together with each First Subsequent Issues, each a "Subsequent Issuance"”). Company will deliver to each Purchaser, at the office of ▇S▇▇▇▇▇▇ ▇R▇▇▇ & ▇Z▇▇▇▇ LLP in New York, New York or at such other location as Company and the Purchasers may agree, one or more Notes registered in such Purchaser's ’s name (or, at the request of the Purchaser, in the name of the nominee(s) for such Purchaser specified to the Company), evidencing the aggregate principal amount of Notes to be purchased by such Purchaser and in the denomination or denominations specified with respect to such Purchaser in the Purchaser Schedule against payment of the purchase price thereof by transfer of immediately available funds on the subsequent issuance closing date, which shall be any date upon which the Transaction Parties and the Purchasers may mutually agree subject to the satisfaction of the conditions set forth in Paragraph 3B (such date with respect to any First Subsequent Issuance, herein called the "First “Subsequent Issuance Date" and such date with respect to any Second Subsequent Issuance, herein called the "Second Subsequent Issuance Date", and together with the "First Subsequent Issuance Date, each a "Subsequent Issuance Date"”), for credit to the account or accounts as shall be specified in a letter, in substantially the form of Exhibit B hereto, from Company to the Purchasers delivered at least one Business Day prior to the Subsequent Issuance Date. Notwithstanding anything in this Paragraph 2B to the contrary, Company acknowledges that prior to the First Amendment Effective Date, the Purchasers purchased Notes in respect of the First Subsequent Issue in the aggregate original principal amount of $25,000,000 and that as of the First Amendment Effective Date, each Purchaser's obligation to purchase additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under the column "Subsequent Issuances" in the Purchaser Schedule attached hereto has been satisfied in full.". (d) Paragraph 2D of the Purchase Agreement is hereby amended by (i) replacing "Subsequent Issuance" where it appears subclause (2) thereof with "First Subsequent Issuance", and (ii) inserting the following subclause (3) after sublause (2) thereof:

Subsequent Issuances. The Company may sell shall not deliver any Agency Transaction Notice for, and shall notify the Agents to each Purchasersuspend or terminate any then-open Agency Transaction Notice, andat least (A) three (3) business days, subject if the applicable restricted period begins on the later of one business day prior to the terms and conditions herein set forthdetermination of the offering price or such time that a person becomes a distribution participant pursuant to Regulation M, each Purchaser agrees to purchase from Companyor (B) seven (7) business days, if the applicable restricted period begins on the later of five (15) on not more than two separate dates in the aggregate principal amount of S12,500,000 on each such date, during the period from the Closing Date business days prior to the determination of the offering price or such time that a person becomes a distribution participant pursuant to Regulation M, in each case, prior to any date on which the company offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or warrants or other rights to acquire Common Shares or any other securities of the Company that is 30 months following are substantially similar to the Closing Date, at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under Common Shares (other than the column "Subsequent Issuances" in the Purchaser Schedule attached hereto Shares) (each a "First Subsequent Issuance") and (2) during “Proposed Transaction”), except that if the period from Company is proposing to issue securities under a “bought deal” or other financing transaction where the First Amendment Effective Date to the date that Company is two years following the First Amendment Effective Date, not more than once during each month and not more than four times during any calendar year, in the aggregate principal amount of at least $5,000,000 on each such date (or in the case aware of the first issuance following Proposed Transaction sufficiently in advance to allow for three business days’ prior notice, then the First Amendment Effective Date, in Company shall notify the aggregate principal amount of $28,000,000) (but in an aggregate principal amount not to exceed $60,000,000 on all such dates), at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under the column "Second Subsequent Issuances" in the Purchaser Schedule attached hereto (each a "Second Subsequent Issuance" and together with each First Subsequent Issues, each a "Subsequent Issuance"). Company will deliver to each Purchaser, at the office of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP in New York, New York or at such other location Agents as Company and the Purchasers may agree, one or more Notes registered in such Purchaser's name (or, at the request soon as possible upon becoming aware of the Purchaser, in the name of the nominee(s) for such Purchaser specified to the Company), evidencing the aggregate principal amount of Notes to be purchased by such Purchaser Proposed Transaction and in the denomination any event prior to accepting any offer or denominations specified entering into any agreement with respect to such Purchaser in the Purchaser Schedule against payment of the purchase price thereof by transfer of immediately available funds on the subsequent issuance closing date, which shall be any date upon which the Transaction Parties and the Purchasers may mutually agree subject to the satisfaction of the conditions set forth in Paragraph 3B (such date with respect to any First Subsequent Issuance, herein called the "First Subsequent Issuance Date" and such date with respect to any Second Subsequent Issuance, herein called the "Second Subsequent Issuance Date", and together with the "First Subsequent Issuance Date, each a "Subsequent Issuance Date"), for credit to the account or accounts as shall be specified in a letter, in substantially the form of Exhibit B hereto, from Company to the Purchasers delivered at least one Business Day prior to the Subsequent Issuance DateProposed Transaction. Notwithstanding anything in this Paragraph 2B to the contrary, Company acknowledges that prior to the First Amendment Effective Dateforegoing, the Purchasers purchased Notes in respect of the First Subsequent Issue in the aggregate original principal amount of $25,000,000 and that as of the First Amendment Effective DateCompany may, each Purchaser's obligation to purchase additional Notes in an aggregate principal amount of Notes set forth opposite without giving any such Purchaser's name under the column "Subsequent Issuances" in the Purchaser Schedule attached hereto has been satisfied in full.". (d) Paragraph 2D of the Purchase Agreement is hereby amended by prior notice, (i) replacing "Subsequent Issuance" where it appears subclause (2) thereof with "First Subsequent Issuance"register the offering and sale of the Shares through the Agents pursuant to this Agreement, and (ii) inserting issue Common Shares upon the following subclause exercise of an option or warrant or the conversion of a convertible security outstanding on the date hereof and referred to in the Prospectuses, (3iii) after sublause issue Common Shares, options or other securities convertible into or exchangeable for Common Shares pursuant to existing employee incentive plans of the Company or to consultants or (2iv) thereof:issue Common Shares pursuant to any non- employee director stock plan, dividend reinvestment plan, stock purchase plan or other similar incentive plan of the Company or to consultants.

Subsequent Issuances. Company may sell to each Purchaser, and, subject to (a) On the terms Amendment and conditions herein set forth, each Purchaser agrees to purchase from Company, (1) on not more than two separate dates in the aggregate principal amount of S12,500,000 on each such date, during the period from the Closing Date to the date that is 30 months following the Closing Date, at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under the column "Subsequent Issuances" in the Purchaser Schedule attached hereto (each a "First Subsequent Issuance") and (2) during the period from the First Amendment Effective Date to the date that is two years following the First Amendment Effective Date, not more than once during each month and not more than four times during any calendar year, in the aggregate principal amount of at least $5,000,000 on each such date (or in the case of the first issuance following the First Amendment Effective Date, in the aggregate principal amount of $28,000,000) (but in an aggregate principal amount not to exceed $60,000,000 on all such dates), at par, additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name under the column "Second Subsequent Issuances" in the Purchaser Schedule attached hereto (each a "Second Subsequent Issuance" and together with each First Subsequent Issues, each a "Subsequent Issuance"). Company will deliver to each Purchaser, at the office of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP in New York, New York or at such other location as Company and the Purchasers may agree, one or more Notes registered in such Purchaser's name (or, at the request of the Purchaser, in the name of the nominee(s) for such Purchaser specified to the Company), evidencing the aggregate principal amount of Notes to be purchased by such Purchaser and in the denomination or denominations specified with respect to such Purchaser in the Purchaser Schedule against payment of the purchase price thereof by transfer of immediately available funds on the subsequent issuance closing date, which shall be any date upon which the Transaction Parties and the Purchasers may mutually agree subject to the satisfaction of the conditions set forth in Paragraph 3B (such date with respect to any First Subsequent Issuance, herein called the "First Subsequent Issuance Date" and such date with respect to any Second Subsequent Issuance, herein called the "Second Subsequent Issuance Date", and together with the "First Subsequent Issuance Date, each a "Subsequent Issuance Date"), for credit to the account or accounts as shall be specified in a letter, in substantially the form of Exhibit B hereto, from Company to the Purchasers delivered at least one Business Day prior to the Subsequent Issuance Date. Notwithstanding anything in this Paragraph 2B to the contrary, Company acknowledges that prior to the First Amendment Restatement Effective Date, the Purchasers purchased Notes in respect Company shall issue [·] shares of Common Stock to Subscriber pursuant Section 5 of the First Subsequent Issue Original Subscription Agreement in connection with the aggregate original principal amount issuances of $25,000,000 Common Stock and/or warrants to purchase Common Stock consummated by the Company in December, 2021, on April 29, 2022, on June 15, 2022, and that as of on June 24 2022 (the First “Amendment and Restatement Effective Date Issuance”). (b) From and after the Amendment and Restatement Effective Date, each Purchaser's obligation if at any time prior to purchase additional Notes in an aggregate principal amount of Notes set forth opposite such Purchaser's name the date on which all amounts owing under the column "Subsequent Issuances" “Seller Note” (as defined in the Purchaser Schedule attached hereto has been satisfied Credit Agreement), including after any extension of the maturity thereof, are repaid in full.". , or within seven (d7) Paragraph 2D calendar days of such repayment in full, the Company issues any Common Stock or Preferred Stock, and/or issues or enters into any securities, rights, options, warrants, instruments or other agreements (any of the Purchase Agreement foregoing, an “Other Convertible Instrument”) convertible into or exchangeable or exercisable for, or in connection with, or based upon or related to the value of, Common Stock or Preferred Stock, whether in a public or private transaction (each a “Subsequent Issuance”), for an Issue Price that is hereby amended by less than the Reference Price at such time (each as defined below), the Subscriber shall be entitled to, and the Company shall issue to the Subscriber on the date of such Subsequent Issuance in a manner consistent with the terms described in this Agreement, additional shares of publicly registered Common Stock of the Company with a value, determined at such Issue Price, equal to (x) $[·] minus (y) the value, determined at such Issue Price, of (i) replacing "Subsequent Issuance" where it appears subclause (2) thereof with "First Subsequent Issuance", and the Subscription Shares issued pursuant to Section 2 of the Original Subscription Agreement on the Closing Date plus (ii) inserting the following subclause value, determined at such Issue Price, of shares of Common Stock issued to Subscriber pursuant to the Amendment and Restatement Effective Date Issuance pursuant to Section 5(a) plus (3iii) the value, determined at the Issue Price, of any shares of Common Stock that have been issued to Subscriber pursuant to this Section 5(b) as a result of any prior Subsequent Issuance. ______________________________ [1] [NTD: Reflecting an "Issue Price" of $0.65 per share] (c) For purposes hereof, the term “Reference Price” shall mean, at any time, the Issue Price issued in the most recent prior Subsequent Issuance if the Company has complied with Section 5(b) in connection with such Subsequent Issuance; provided, that the Company and Subscriber agree that from and after sublause (2) thereof:the Amendment and Restatement Effective Date until the occurrence of the first Subsequent Issuance that occurs thereafter, the Reference Price is $0.625.