Common use of Right of Participation Clause in Contracts

Right of Participation. The Company shall, prior to any proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate equity ownership in the Company as of the date of such notice (treating each Preferred Holder, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b).

Right of Participation. The Company shall, prior Subject to any proposed issuance by statutory preemptive rights under applicable law, which have not been satisfied or waived, until the third (3rd) anniversary of the Closing Date, the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, in a transaction not involving a public offering, any (i) ADSs, (ii) any other equity security of the Company, including without limitation, preference shares, (iii) any debt security of its securities the Company (other than debt securities with no equity feature)) including without limitation, offer any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in each Preferred Holder by written notice case the right, for a period of fifteen Company shall have first offered to issue such securities (15the “Offered Securities”) days, to purchase for cash at an amount equal to the price Major Purchaser(s) and each other person or other consideration for which entity that has such securities are a right (each an “Offeree” and collectively, the “Offerees”) as set forth herein Each Offeree shall have the right to be issued, a subscribe for: (x) that portion of the Offered Securities as the number of ADSs then held (including shares then issuable upon the exercise or conversion of outstanding securities, including without limitation the Shares) by such securities so that, after giving effect Offeree bears to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate equity ownership in the Company as of the date of such notice (treating each Preferred Holder, for the purpose of such computation, as the holder of the total number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise issued and exchange of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants ADSs of the Company in connection with their service calculated on a fully diluted basis to include (i) the Company, not total number of ADSs subject to exceed in outstanding awards granted under stock plans of the aggregate 25,734,473 shares Company and (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and ii) the like with respect to the Common Stock)or such greater total number of shares as may that could be approved from time to time by issued upon the Board exercise or conversion of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock outstanding securities (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee SharesBasic Amount”), and (Gy) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long such additional portion of the Offered Securities as such issuance is approved by Offeree shall indicate it will purchase should the Board of Directors, which approval must include one of other Offerees subscribe for less than their Basic Amounts (the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them“Undersubscription Amount”), at a price and on payment such other terms no less favorable to as shall have been specified by the Company than those specified in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period ending on 4:30 p.m. on the second (2nd) Trading Day following receipt of the offer. Subject to any statutory preemptive rights under applicable law, which have not been satisfied or waived, until the third (3rd) anniversary of the Closing Date, in the event the Company commences a public offering of its securities, it shall instruct its underwriter or placement agent for such offering to contact each Major Purchaser promptly following the first public announcement of such offering and consider in good faith an allocation of securities in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b)offering.

Right of Participation. The Company shall, prior to any ---------------------- proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder AOL under this Agreement by written notice the right, for a period of fifteen twenty (1520) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder AOL will continue to maintain its same proportionate equity ownership in the Company as of the date of such notice (treating each Preferred HolderAOL, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder AOL upon conversion, exercise and exchange of all securities (including but not limited to the Preferred Shares) held by such Preferred Holder AOL on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons), but excluding shares of Common Stock issuable to AOL upon its exercise of any right to purchase Common Stock pursuant to the Warrant issued to AOL by the Company in connection with the Interactive Services Agreement; provided, however, that the participation rights of the Preferred Holders AOL pursuant to this Section 12(b) 6.2 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares or Common Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule IV as being outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockentity, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock Stock, or as direct stock grants, not to exceed twenty-five percent (25%) of the Company's outstanding shares of capital stock on a fully diluted basis, that were granted by the Board of Directors and approved by the Compensation Committee (as defined in Section 6.19) under any Company stock option plan to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock Company (the shares exempted by this clause (F) being hereinafter referred to as the “"Reserved Employee Shares”"), and (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase exercise by Thomson of its preemptive rights to purchase securities described in Subsections (D) or (F) above under the Thomson Agreement. The Company’s 's written notice to the Preferred Holders AOL shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder AOL may accept the Company’s 's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen twenty (1520) day period, in which event the Company shall promptly sell and such Preferred Holder AOL shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred HolderAOL. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred HoldersAOL, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders AOL to be purchased by themit), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred HoldersAOL. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b)6.2.

Right of Participation. The Company shall(i) For a period of 12 months following the Initial Closing Date, prior to any proposed issuance by the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange or reserve or set aside for issuance, sale or exchange (a "Future Issuance"), (A) any shares of Common Stock, (B) any other equity security of its securities the Company, including without limitation shares of preferred stock, (C) any debt security of the Company (other than debt securities with no equity feature), offer to each Preferred Holder including without limitation any debt security which by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange its terms is convertible into or exchangeable for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate any equity ownership in the Company as security of the date of such notice (treating each Preferred Holder, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this AgreementCompany, (D) solely any security of the Company that is a combination of debt and equity, or (E) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in consideration for each case the acquisition Company shall have first offered to sell (whether in the case of public offerings, to the extent permitted by merger or otherwise) the SEC and other applicable laws, as reasonably determined by the Company or any of its subsidiaries of upon consultation with counsel) the Offered Securities (as defined) to the Buyers (in all or substantially all respects upon identical terms and conditions, including, without limitations, unit price and interest rates) as follows: The Company shall offer to sell to each Buyer (1) that portion of the stock or assets of any other entity Offered Securities as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased Initial Common Shares acquired by such Preferred Holder. The Company shall be free Buyer at any time prior to one hundred and twenty (120) days after the date of its notice of offer Initial Closing bears to the Preferred Holderstotal number of Initial Common Shares acquired by all Buyers at the Initial Closing (the "Basic Amount"), to offer and sell to any third party or parties (2) such additional portion of the remainder of Offered Securities as such securities proposed to be issued by Buyer shall indicate it will purchase should the Company other Buyers subscribe for less than their Basic Amounts (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them"Undersubscription Amount"), at a price and on payment such other terms no less favorable to as shall have been specified by the Company than those specified in writing delivered to such Buyer (the "Offer"), which Offer by its terms shall remain open and irrevocable for a period of twenty (20) days from receipt of the Offer. "Offered Securities" means one-half of the aggregate amount of the securities being issued or sold in the Future Issuance; provided, however, that with respect to Future Issuances that are underwritten public offerings, "Offered Securities" means the Buyers' pro rata share of the aggregate amount of securities being issued or sold in such notice of offer to the Preferred Holders. HoweverFuture Issuance, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b)calculated on a fully diluted basis.

Right of Participation. The Company shallSubject to the exceptions described below, prior to any proposed issuance by the Company and its Subsidiaries shall not negotiate or contract with any party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any Subsidiary or securities convertible or exchangeable into or for equity securities of its securities the Company or any Subsidiary (other than including debt securities with no an equity feature)component) in any form ("Future Offerings") during the period beginning on the date hereof and ending on, offer and including, the date which is two (2) years after the Closing Date, unless it shall have first delivered to each Preferred Holder the Investor or a designee appointed by the Investor written notice (which written notice shall not contain any material nonpublic information) of its intent to seek a Future Offering (the right, for a period of fifteen (15"Future Offering Notice") days, and providing the Investor an option to purchase for cash at an amount equal of securities to be issued in such Future Offering up to the price greater of (x) the product of (I) the securities to be issued in such Future Offering, multiplied by (II) the quotient of 10,600,000 (such number to be adjusted for any stock splits, stock dividends, stock combinations or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and similar transactions involving the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertibleeffective at any time from and after 4:59 p.m., exercisable or exchangeable)Eastern Time, such Preferred Holder will continue to maintain its same proportionate equity ownership in the Company as of on the date of such notice (treating each Preferred Holder, for this Agreement) divided by the purpose of such computation, as the holder of the aggregate number of shares of Common Stock which and Class B Common Stock then issued and outstanding (excluding any treasury shares), and (y) the lesser of $5,300,000 of the securities to be issued in such Future Offering and such amount as would be issuable allow the Company to allocate the portion of such Preferred Holder upon conversion, exercise Future Offering to the Other Investors in accordance with the separate redemption and exchange of all securities held agreements being executed by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock Company and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding Other Investors on the date of this Agreement, (D) solely in consideration for without giving any effect to any amendments to such agreements after the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockdate hereof, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) amount being hereinafter referred to herein as the “Reserved Employee Shares”"Aggregate Allocation"), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s Investor can exercise its option to participate in a Future Offering by delivering written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration such Investor's interest in participating within three (3) business days after receipt of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holdera Future Offering Notice. The Company shall then have three (3) business days to provide each Investor electing to participate in a Future Offering with a written notice describing in detail the aggregate amount of dollars to be free at any raised in the Future Offering, the Investor's Aggregate Allocation of the Future Offering, the time prior frame to one hundred completion of the Future Offering and twenty (120) days after a detailed description of the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by in the Future Offering. After receipt of such notice from the Company, the Investor shall have three business days to provide the Company (including but not limited with a notice confirming its participation in the Future Offering, which notice shall state the quantity of securities being offered in the Future Offering that such Investor will purchase, up to its Aggregate Percentage, and that number of securities it is willing to purchase in excess of its Aggregate Percentage. The Company shall have 45 days thereafter to sell the securities of the Future Offering that the Investor did not agreed by the Preferred Holders elect to be purchased by them)purchase, at a price upon terms and on payment terms conditions no less more favorable to the Company purchasers thereof than those specified in the Future Offering Notice. In the event the Company has not sold such notice securities of offer to the Preferred Holders. However, if such third party sale or sales are not consummated Future Offering within such one hundred and twenty (120) 45-day period, the Company shall not thereafter issue or sell such securities as without first offering such securities to the Investor in the manner provided in this Section 4(e). The right of first offer set forth in this Section 4(e) shall not apply to (i) a loan from a commercial bank which does not have been purchased within any equity feature other than the issuance of warrants to purchase, individually or in the aggregate, up to 250,000 shares of Common Stock (such period without again complying number to be adjusted for any stock splits, stock dividends, stock combinations or other similar transactions involving the Common Stock that are effective at any time from and after 4:59 p.m., Eastern Time, on the date of this Agreement) at a fixed exercise price which is not less than the market price of the Common Stock at the time of issuance of such warrants, (ii) any transaction involving the Company's issuances of securities (A) as consideration in a merger or consolidation, (B) in connection with this Section 12(bany strategic partnership or joint venture (the primary purpose of which is not to raise equity capital) or (C) as consideration for the acquisition of a business, product, license or other assets by the Company, (iii) the issuance of Common Stock in an underwritten public offering by a nationally recognized investment bank, (iv) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities described in Schedule 3(c), (v) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option plan, restricted stock plan or stock purchase plan for the benefit of the Company's employees, consultants or directors and (vi) the issuance by the Company of securities in exchange for the Settlement Notes. The Investor shall not be required to participate or exercise its right of first offer with respect to a particular Future Offering in order to exercise their right of first offer with respect to later Future Offerings.

Right of Participation. The Company shall, prior to any proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder Purchaser by written notice the right, for a period of fifteen thirty (1530) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder Purchaser will continue to maintain its same proportionate equity ownership in the Company as of the date of such notice (treating each Preferred HolderPurchaser, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder Purchaser upon conversion, exercise and exchange of all securities (including but not limited to the Preferred Shares) held by such Preferred Holder Purchaser on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders Purchasers pursuant to this Section 12(b) 5.2 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule III as being outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockentity, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not or to exceed in the aggregate 25,734,473 shares (appropriately suppliers or other parties as payment for goods or services adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater Stock) less the number of shares (as may be approved from time so adjusted) issued pursuant to time by the Board of Directorssubscriptions, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”)warrants, (G) to financial institutionsoptions, lenders or lessors in connection with lease liensconvertible securities, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after rights outstanding on the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b).this

Right of Participation. The Company shall, prior to any ---------------------- proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder Major Purchaser under this Agreement by written notice the right, for a period of fifteen twenty (1520) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder Major Purchaser will continue to maintain its same proportionate equity ownership in the Company as of the date of such notice (treating each Preferred HolderMajor Purchaser, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder Major Purchaser upon conversion, exercise and exchange of all securities (including but not limited to the Preferred Shares) held by such Preferred Holder Major Purchaser on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders Major Purchasers pursuant to this Section 12(b) 6.2 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares or Common Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule IV as being outstanding ----------- on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockentity, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock Stock, or as direct stock grants, not to exceed twenty-five percent (25%) of the Company's outstanding shares of capital stock on a fully diluted basis, that were granted by the Board of Directors and approved by the Compensation Committee (as defined in Section 6.19) under any Company stock option plan to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock Company (the shares exempted by this clause (F) being hereinafter referred to as the “"Reserved Employee Shares”"), and (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase exercise by Thomson of its preemptive rights to purchase securities described in Subsections (D) or (F) above under the Thomson Agreement. The Company’s 's written notice to the Preferred Holders Major Purchasers shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder Major Purchaser may accept the Company’s 's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen twenty (1520) day period, in which event the Company shall promptly sell and such Preferred Holder Major Purchaser shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred HolderMajor Purchaser. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred HoldersMajor Purchasers, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders Major Purchasers to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred HoldersMajor Purchasers. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b)6.2.

Right of Participation. The Company shallSubject to the terms and conditions of this Section 4.1 and applicable securities laws, prior to any proposed issuance by if the Company proposes to offer or sell any New Securities, the Investor shall have a right to participate in such offering of any of New Securities on a pro rata basis based on its securities (other than debt securities with no equity feature), offer to each Preferred Holder by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate percentage equity ownership in the Company. (a) The Company as shall give written notice (the "Notice of Issuance") to the Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. The Investor shall have thirty (30) days from the date of the Notice of Issuance to agree to purchase its pro rata share of such notice (treating each Preferred Holder, New Securities for the purpose same consideration, and otherwise upon the terms specified in the Notice of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held Issuance by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service giving written notice to the Company, not and stating therein the quantity of New Securities to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time purchased by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase AgreementInvestor. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it Investor shall select a date not later than twenty (20) days (or any lesser number, longer if required by written notice thereof given by it to the Company prior to law) after the expiration of the aforesaid fifteen thirty (1530) day notice period referenced above for the closing of the purchase and sale of the New Securities. In the event any purchase by Investor is not consummated, other than as a result of the fault of the Company, within the provided time period, in which event the Company shall promptly sell may issue the New Securities subject to purchase by Investor free and such Preferred Holder shall buy, upon clear from the terms specified, the number restrictions of securities agreed this Section 4.1. Any New Securities not elected to be purchased by such Preferred Holder. The Company shall Investor may be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued sold by the Company (including but not limited to the securities not agreed by Person to which the Preferred Holders Company intended to be purchased by them), at a price sell such New Securities on terms and on payment terms conditions no less favorable to the Company than those specified offered to Investor. (b) The right of participation in such notice this Section 4.1 shall not be applicable to Exempted Securities. For purposes of offer this Agreement, "Exempted Securities" shall mean: i. shares of Common Stock, Options or Convertible Securities issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; 13 ii. shares of Common Stock or Options issued or issuable to the Preferred Holders. Howeveremployees or directors of, if such third party sale or sales are not consummated within such one hundred and twenty (120) day periodconsultants or advisors to, the Company shall not sell such securities or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; iii. shares of Common Stock, Options or Convertible Securities issued or issuable to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Company; iv. shares of Common Stock issued pursuant to the bona fide acquisitions, mergers or similar transactions, as shall not have been purchased within such period without again complying approved by the Board of Directors; or v. shares of Common Stock issued in connection with this Section 12(b).any future licensing of technology from third parties, as approved by the Board of Directors. 4.2

Right of Participation. The Company shall(i) For a period of 12 months following the Closing Date, prior to any proposed issuance by the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange or reserve or set aside for issuance, sale or exchange (a "FUTURE ISSUANCE"), (A) any shares of Common Stock, (B) any other equity security of its securities the Company, including without limitation shares of preferred stock, (C) any debt security of the Company (other than debt securities with no equity feature), offer to each Preferred Holder including without limitation any debt security which by written notice its terms is convertible into or exchangeable for any equity security of the rightCompany, for (D) any security of the Company that is a period combination of fifteen debt and equity, or (15E) daysany option, to purchase for cash at an amount equal to the price warrant or other consideration for which right to subscribe for, purchase or otherwise acquire any such securities are equity security or any such debt security of the Company, unless in each case the Company shall have first offered to be issued, a number sell one-half of the aggregate amount of such securities so that(in all respect upon identical terms and conditions, after giving effect including, without limitation, unit price and interest rates) (the "OFFERED SECURITIES") to such issuance the Buyers as follows: The Company shall offer to sell to each Buyer (and the conversion, exercise and exchange into or for (whether directly or indirectly1) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate equity ownership in the Company as portion of the date of such notice (treating each Preferred Holder, for the purpose of such computation, Offered Securities as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise (including all shares of capital stock convertible into or exercisable for Common Stock on an as-converted and exchange of all securities as-exercised basis) then held by such Preferred Holder on Buyer and acquired pursuant to the date such offer is madeterms of the Transaction Documents, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) bears to the total number of shares of Common Stock and assuming the like conversion, exercise and exchange of (including all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of capital stock convertible into or exercisable for Common Stock, provided that the securities issued pursuant to Stock on an as-converted and as-exercised basis) held on such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock Buyers and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) acquired pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants terms of the Company in connection with their service to Transaction Documents (the Company"BASIC Amount"), not to exceed in the aggregate 25,734,473 shares and (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or 2) such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one additional portion of the directors elected by Offered Securities as such Buyer shall indicate it will purchase should the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock other Buyers subscribe for less than their Basic Amounts (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them"UNDERSUBSCRIPTION AMOUNT"), at a price and on payment such other terms no less favorable to as shall have been specified by the Company than those specified in writing delivered to such notice Buyer (the "OFFER"), which Offer by its terms shall remain open and irrevocable for a period of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (12020) day period, days from receipt of the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b)Offer.

Right of Participation. (a) The Company shall, prior to ---------------------- any proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder the Purchaser by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder the Purchaser will continue to maintain its same proportionate equity ownership in the Company represented by the Preferred Shares and the Conversion Shares that it owns, if any, as of the date of such notice (treating each Preferred Holderthe Purchaser, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder the Purchaser upon conversion, exercise and exchange of all securities (including but not limited to the Preferred Shares) held by such Preferred Holder Purchaser on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders Purchaser pursuant to this Section 12(b) 6.02 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule -------- III as being outstanding on the date of this Agreement, (D) solely in --- consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockentity, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s 's written notice to the Preferred Holders Purchaser shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full (The number of securities offered shares that the Purchaser is entitled to it or any lesser number, by written notice thereof given by it purchase under this Section 6.02 shall be referred to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the as its "Pro Rata Share." The total number of securities agreed shares that the Purchaser is entitled to be purchased by such Preferred Holder. The Company purchase under this Section 6.02 shall be free at any time prior referred to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b"Offered Shares").

Right of Participation. The Company shall, prior to any proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder Purchaser by written notice the right, for a period of fifteen thirty (1530) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder Purchaser will continue to maintain its same proportionate equity ownership in the Company as of the date of such notice (treating each Preferred HolderPurchaser, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder Purchaser upon conversion, exercise and exchange of all securities (including but not limited to the Preferred Shares) held by such Preferred Holder Purchaser on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders Purchasers pursuant to this Section 12(b) 5.2 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule III as being outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockentity, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, or to suppliers or other parties as payment for goods or services rendered to the Company, not to exceed in the aggregate 25,734,473 3,927,629 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater Stock) less the number of shares (as may be approved from time so adjusted) issued pursuant to time by subscriptions, warrants, options, convertible securities, or other rights outstanding on the Board date of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock this Agreement and one of the directors elected by the holders of Series B and/or Series C Stock listed in Schedule III pursuant to clause (C) above (the shares exempted by this clause (F) being hereinafter referred to as the “"Reserved Employee Shares”"), and (G) to financial institutions, lenders or lessors upon the exercise of any right which was not itself in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one violation of the directors elected by the holders terms of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreementthis Section 5.2. The Company’s 's written notice to the Preferred Holders Purchasers shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder Purchaser may accept the Company’s 's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b).of

Right of Participation. The Subject to the termination provisions ---------------------- of Section 5.27 below, the Company shall, prior to any proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder Purchaser by written notice the right, for a period of fifteen thirty (1530) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Class A Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder Purchaser will continue to maintain its same proportionate equity ownership in the Company as of the date of such notice (treating each Preferred HolderPurchaser, for the purpose of such computation, as the holder of the number of shares of Class A Common Stock which would be issuable to such Preferred Holder Purchaser upon conversion, exercise and exchange of all securities (including but not limited to the shares of Series B Convertible Preferred Stock) held by such Preferred Holder Purchaser on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Class A Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders Purchasers pursuant to this Section 12(b) 5.02 shall not apply to securities issued (A) upon conversion of any of the shares of Series A Convertible Preferred SharesStock or Series B Convertible Preferred Stock, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule IV ----------- as being outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockentity, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted or to be granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 2,835,695 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Class A Common Stock)or such greater Stock) less the number of shares (as may be approved from time so adjusted) issued pursuant to time by subscriptions, warrants, options, convertible securities, or other rights outstanding on the Board date of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock this Agreement and one of the directors elected by the holders of Series B and/or Series C Stock listed in Schedule IV pursuant to clause (C) above (the shares ----------- exempted by this clause (F) being hereinafter referred to as the “"Reserved Employee Shares”"), and (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number exercise of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but right which was not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b).itself

Right of Participation. The Company shall, prior to any proposed issuance ---------------------- by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder holder of Registrable Shares, by written notice notice, the right, for a period of fifteen thirty (1530) days, to purchase for cash at an amount a purchase price equal to the price or other consideration for which such securities are to be issued, a all or any portion of that number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable)issuance, such Preferred Holder holder will continue to maintain its same proportionate equity ownership in the Company as it held as of the date of such notice (treating each Preferred Holder, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons)notice; provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(bsubsection (u) shall not apply to securities issued (A) upon conversion exercise of any of the Preferred SharesWarrants, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this Agreementlisted in Exhibit 3.20, (D) solely in consideration for the ------------- acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockentity, (E) pursuant to a bona fide firm commitment underwritten public offering, offering and (F) pursuant to the upon exercise of options to purchase Common Stock granted to directors, officers, directors and employees or consultants of the Company in connection with their service after the date hereof to the Company, not purchase up to exceed in the an aggregate 25,734,473 of 300,000 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s 's written notice to the Preferred Holders each holder of Registrable Shares shall describe the securities proposed to be issued by the Company and specify the number, price price, payment terms and payment termsthe name or names of the proposed purchaser or purchasers. Each Preferred Holder holder of Registrable Shares may accept the Company’s 's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company at any time prior to the expiration of the aforesaid fifteen thirty (1530) day period, in which event the Company shall promptly sell and such Preferred Holder holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holderholder. The Company shall be free at any time prior to one hundred and twenty ninety (12090) days after the date of its notice of offer to the Preferred Holdersholders of Registrable Shares, to offer and sell to any third party or parties the remainder number of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders such holders of Registrable Shares to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to such holders of Registrable Shares and to the Preferred Holderspurchaser or purchasers named in such notice. However, if such third party sale or sales are not consummated within such one hundred and twenty ninety (12090) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(bsubsection (u). All calculations set forth in this subsection (u) shall give effect to and assume the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities, that are so convertible, exercisable or exchangeable.

Right of Participation. The Company shall, prior (a) If either or both of the IP Parties proposes to any proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) sell shares of Common Stock of all such securities that are so convertiblefor value, exercisable but excluding (i) a sale which is pursuant to a public offering registered under the Securities Act, (ii) a sale made in accordance with Rule 144 under the Securities Act (or exchangeableany similar successor provision), (iii) a sale to an Affiliate of IP and (iv) any sale in which all of the Parties agree and are permitted to participate, then such Preferred Holder will continue IP Party shall offer (the "Participation Offer") to maintain its same proportionate equity ownership include in the Company as proposed sale a number of shares of Common Stock designated by any of the date other Parties, not to exceed, in respect of any such notice other Party, the number of shares equal to the product of (treating each Preferred Holder, for A) the purpose aggregate number of shares of Common Stock to be sold by such computation, as IP Party to the holder proposed transferee and (B) a fraction the numerator of which is equal to the number of shares of Merger Shares held by such other Party and the denominator of which is equal to the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Holder on all the date such offer is made, that are convertible, exercisable or exchangeable into or for Parties (whether directly or indirectly) excluding shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other personspersons to whom a Participation Offer is made which are not Merger Shares); provided, however, provided that if the participation rights consideration to be received by such IP Party includes any securities subject to Section 5 of the Preferred Holders pursuant Securities Act, only Parties who are Accredited Investors shall be entitled to this Section 12(binclude their shares of Common Stock in such sale. The IP Party making the Participation Offer (the "Offering IP Party") shall not apply give written notice to securities issued (A) upon conversion of any each other Party of the Preferred SharesParticipation Offer (the "Tag-Along Notice") at least 15 days prior to the proposed sale. The Tag-Along Notice shall specify the proposed transferee, (B) as a stock dividend or upon any subdivision the number of shares of Common Stock, provided that the securities issued pursuant Stock to be sold to such stock dividend or subdivision are limited transferee, the amount and type of consideration to additional be received therefor, and the place and date on which the sale is to be consummated. Each other Party who wishes to include shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on Stock in the date proposed sale in accordance with the terms of this Agreement, (DSection 3.1(a) solely in consideration for shall so notify the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, Offering IP Party not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) more than 10 days after the date of its notice the Tag-Along Notice. The Participation Offer shall be conditioned upon consummation of offer the sale of shares of Common Stock pursuant to the Preferred Holderstransactions contemplated in the Tag-Along Notice with the transferee named therein. If any Party shall have accepted the Participation Offer, the Offering IP Party shall reduce to offer the extent necessary the amount of securities it otherwise would have sold in the proposed sale so as to permit the other Parties who have accepted the Participation Offer to sell the number of shares that they are entitled to sell under this Section 3.1(a), and the Offering IP Party and such other Parties shall sell the number of shares specified in the Participation Offer to any third party or parties the remainder proposed transferee in accordance with the terms of such securities proposed to be issued by sale set forth in the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b)Tag-Along Notice.

Right of Participation. The For so long as at least two-thirds of the Preferred Shares and the Conversion Shares in the aggregate, remain held by the Investor or his affiliates, the Company shall, prior to any proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder the Investor by written notice the right, for a period of fifteen (15) 15 days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, issued a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder the Investor will continue to maintain its his same proportionate beneficial equity ownership in the Company represented by the Preferred Shares, the Conversion Shares and any other shares of Common Stock that he owns, if any, as of the date of such notice (treating each Preferred Holderthe Investor, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder the Investor upon conversion, exercise and exchange of all securities (including but not limited to the Preferred Shares) held by such Preferred Holder the Investor on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders Investor pursuant to this Section 12(b) 8 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are to acquire Common Stock from the Company outstanding on the date of this AgreementJanuary 1, 2005 set forth in Schedule 8(C), (D) pursuant to options to purchase Common Stock from the Company issued to employees, consultants and members of the Board of Directors (provided that such excluded options or equity incentives are approved by a majority of the disinterested members of the Board of Directors of the Company), (E) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offeringentity, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants a public offering of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement's securities. The Company’s 's written notice to the Preferred Holders Investor shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder The Investor may accept the Company’s 's offer as to the full number of securities offered to it him or any lesser number, by written notice thereof given by it him to the Company prior to the expiration of the aforesaid fifteen (15) 15 day period, in which event the Company shall promptly sell and such Preferred Holder the Investor shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred HolderInvestor. The Company shall thereafter be free at any time prior to one hundred and twenty (120) ninety days after the date of its notice of offer to the Preferred Holders, Investor to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred HoldersInvestor. However, if If such third party sale or sales are not consummated within such one hundred and twenty (120) ninety-day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b)8. The right of participation set forth in this Section 8 shall also apply to and be proportionately shared with the participation rights of any other person who has acquired Preferred Shares.

Right of Participation. (a) The Company shall, prior to any proposed issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder the Purchaser by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder the Purchaser will continue to maintain its same proportionate equity ownership in the Company represented by the Preferred Shares and the Conversion Shares that it owns, if any, as of the date of such notice (treating each Preferred Holderthe Purchaser, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder the Purchaser upon conversion, exercise and exchange of all securities (including but not limited to the Preferred Shares) held by such Preferred Holder Purchaser on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders Purchaser pursuant to this Section 12(b) 6.02 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule III as being outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockentity, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s 's written notice to the Preferred Holders Purchaser shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full (The number of securities offered shares that the Purchaser is entitled to it or any lesser number, by written notice thereof given by it purchase under this Section 6.02 shall be referred to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the as its "Pro Rata Share." The total number of securities agreed shares that the Purchaser is entitled to be purchased by such Preferred Holder. The Company purchase under this Section 6.02 shall be free at any time prior referred to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b"Offered Shares").

Right of Participation. The Company shallFor so long as the Convertible Note (or the underlying Preferred Stock or Common Stock) is outstanding and held by the Purchaser, the Purchaser shall be given not less than ten business days prior to written notice of any proposed issuance sale by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price Common Stock or other securities or equity linked debt obligations, except in connection with (i) full or partial consideration for in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which such securities are to be issued, a number holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so that, after giving effect to long as such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that issuances are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate equity ownership in the Company as of the date of such notice (treating each Preferred Holder, not for the purpose of raising capital and which holders of such computationsecurities or debt are not at any time granted registration rights, as (iii) the holder of the number of shares Company’s issuance of Common Stock which would be issuable or the issuances or grants of options to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of purchase Common Stock to employees, directors, and assuming the like conversionconsultants, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) plans authorized by the non-employee directors which shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional exceed 1,250,000 shares of Common Stock, (Civ) as a result of the exercise of Warrants or conversion of the Convertible Note or Preferred Stock which are granted or issued pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding this Agreement on the date terms described in the transaction documents as of this Agreementthe Closing Date, (Dv) solely an underwritten public offering in consideration for the acquisition connection with not less than $25,000,000 of gross proceeds of such public offering and (whether by merger or otherwisevi) by any securities of the Company or any that have been issued without the approval of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include at least one of the directors elected by Prior Directors (collectively the holders of Series A Preferred Stock and one foregoing are “Excepted Issuances”). The Purchaser who exercises its rights pursuant to this Section 3.11 shall have the right during the ten business days following receipt of the directors elected by the holders of Series B and/or Series C notice to participate in such offered Common Stock, (E) pursuant debt or other securities in accordance with the terms and conditions set forth in the notice of sale by using the outstanding balance including principal, interest, liquidated damages and any other amount then owing to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to such Purchaser by the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or pay for such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b)participation.

Right of Participation. The Company shall, prior to any proposed issuance by In the event that the Company intends to issue ---------------------- to a third party or receives from a third party an offer to purchase any securities of any of its securities the Company (other than debt securities with no equity feature), it shall offer to each Preferred Holder holder of Purchased Shares or Warrant Shares, by written notice notice, the right, for a period of fifteen twenty (1520) days, to purchase for cash cash, at an amount a purchase price equal to the price or other consideration for which such securities are to be issued, a number of such securities so that(up to but not exceeding that number of such securities that the Company intends to issue or has received an offer to purchase) that would enable, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable)issuance, such Preferred Holder will continue holder to maintain its same proportionate fully-diluted equity ownership in the Company as it held as of the date of such notice (treating each Preferred Holder, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons)notice; provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(bSubsection (d) -------- ------- shall not apply to securities issued issued: (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (CB) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this Agreementlisted in Exhibit 3.04, (DC) solely in ------------ consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stockentity, (ED) pursuant to a bona fide best efforts or firm commitment underwritten public offering, offering and (FE) pursuant to the upon exercise of options to purchase Common Stock granted to directors, officers, officers and employees or consultants of after the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreementdate hereof. The Company’s 's written notice to the Preferred Holders each holder of Purchased Shares or Warrant Shares shall describe the securities proposed to be issued by the Company and specify the number, price and price, payment terms. Each Preferred Holder holder of Purchased Shares or Warrant Shares may accept the Company’s 's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company at any time prior to the expiration of the aforesaid fifteen twenty (1520) day period, in which event the Company shall shall, contemporaneously with or promptly after the sale to any third party pursuant to this Subsection (d), sell and such Preferred Holder holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holderholder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holdersholders of Purchased Shares or Warrant Shares, to offer and sell to any third party or parties the remainder number of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such its notice of offer to the Preferred Holders. Howeverany third party; provided, however, if such third party sale or -------- ------- sales are not consummated within such one hundred and twenty ninety (12090) day perioddays after the date of the Company's notice of offer, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(bSubsection (d).. All calculations set forth in this Subsection (d) shall give effect to and assume the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities, that are so convertible, exercisable or

Right of Participation. The Company shall, prior to any proposed issuance In connection with each private placement of equity securities (“New Securities”) effected by the Company of any of its securities (other than debt securities with no equity feature), offer to each Preferred Holder by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate equity ownership in the Company as of the date of such this agreement pursuant to an exemption from registration under the Securities Act of 1933, as amended, up to an aggregate amount of $16.9 million (each a “Private Placement” and collectively the “Private Placements”), the Company shall give each of the Series E Holders written notice (treating the “Rights Notice”) of each Preferred Holderapplicable Private Placement describing the New Securities, for the purpose price, the general terms upon which the Company proposes to issue such New Securities, and the number of New Securities that such Series E Holder has the right to purchase in each Private Placement under this Section 4. Each such Series E Holder shall have five (5) calendar days from delivery of the Rights Notice to agree to purchase all or any part of its pro rata share (as defined below) of such computationNew Securities to be issued in the applicable Private Placement by giving written notice to the Company setting forth the quantity of New Securities to be purchased. A failure to provide the Company with written notice setting forth the quantity of New Securities to be purchased by any such Series E Holder in accordance with this Section 4 shall be deemed to be a waiver by such Series E Holder of its right to purchase any portion of its pro rata portion of such New Securities in the applicable Private Placement. For purposes of this Section 4, as each Series E Holder’s “pro rata share” of New Securities to be issued in each Private Placement shall be (i) a fraction, the holder numerator of which shall be the number of shares of Common Series E Preferred Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Series E Holder on as of the date such offer is madehereof, that are convertibleand the denominator of which shall be 561.3, exercisable or exchangeable into or for times (whether directly or indirectlyii) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights one third of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion of any aggregate dollar amount of the Preferred SharesNew Securities to be issued in the applicable Private Placement. For purposes of clarification, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that once the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on Series E Holders have collectively been offered the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options right to purchase Common Stock granted to directors, officers, employees or consultants 33 1/3% of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be New Securities issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer hereof aggregating up to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period$16.9 million, the Company shall not sell such securities as shall not have been purchased within such period without again complying with right of participation set forth in this Section 12(b)4 shall be of no further force or effect.

Right of Participation. The Company shallProvided that the Firm Units are sold in accordance with the terms of this Agreement, prior to any proposed issuance by Chardan shall have an irrevocable right of first refusal (the Company “Right of any of its securities (other than debt securities with no equity featureFirst Refusal”), offer to each Preferred Holder by written notice the right, for a period of fifteen thirty six (1536) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate equity ownership in the Company as of the date of such notice (treating each Preferred Holder, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days months after the date of its notice closing of offer the Offering, to act as lead investment banker, lead book-runner, and/or lead placement agent with at least 33% of the economics, or in the case of where three investment banks are involved, with at least 25% of the economics, for each and every future public and private equity and debt offering (each, a “Subject Transaction”), during such thirty six (36) month period, of the Company, or any successor to or subsidiary of the Company, on terms and conditions customary to the Preferred Holders, to offer and sell to Representative for such Subject Transactions. For the avoidance of any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day perioddoubt, the Company shall not sell retain, engage or solicit any additional investment banker, book-runner, and/or placement agent in a Subject Transaction without the express written consent of Chardan. The Company shall notify Chardan of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to Chardan. If Chardan fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such securities as written notice, then Chardan shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by Chardan shall not have been purchased within adversely affect Chardan’s Right of First Refusal with respect to any other Subject Transaction during the thirty six (36) month period agreed to above. The terms and conditions of any such period without again complying with this Section 12(b)engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by Chardan, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of Chardan’s internal committee and any other conditions that Chardan may deem appropriate for transactions of such nature.

Right of Participation. The Company shall, prior to any proposed issuance by Until the Company has completed a Qualified Public Offering, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, for cash or cash equivalents (i) any shares of Common Stock, (ii) any other equity security of its the Company, including, without limitation, shares of Preferred Stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security of the Company, or (iv) any Debt Securities, unless in each such case the Company shall have first received an unconditional bona fide offer from a third party to purchase such securities (other than debt securities with no equity feature), the "Offered Securities") and shall have offered to sell the Offered Securities to the Investors as follows: the Company shall offer to each sell to the Investors, as a group, that number of the Offered Securities so that the Investors shall retain their then existing equity percentage of the Company on a fully diluted basis. For purposes of making this calculation, the Preferred Holder by written notice the rightStock, for a period of fifteen (15) daysand all other outstanding convertible instruments, and options and warrants to purchase for cash at an amount equal to the price or other consideration for which such securities are common stock shall be deemed to be issuedconverted or exercised, a number of such securities so that, after giving effect to such issuance (issued and the conversion, exercise and exchange into or for (whether directly or indirectly) outstanding shares of Common Stock of all such securities the Company. The Company shall offer to sell to each Investor (a) that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate equity ownership in the Company as portion of the date of such notice (treating each Preferred Holder, for the purpose of such computation, Offered Securities as the holder of the aggregate number of shares of Common Stock which would be equivalents, including the Preferred Stock, then held by or issuable to such Preferred Holder upon conversion, exercise and exchange Investor bears to the total number of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) outstanding shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) Company, plus all shares of Common Stock issuable upon exercise of warrants or options or upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the convertible securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity as long as such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to (the Company"Basic Amount"); and (b) any additional portion of the Offered Securities as such Investors shall indicate it will purchase, but not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and all the like with respect to Basic Amounts should the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock other Investors subscribe for less than their Basic Amounts (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them"Undersubscription Amount"), at a price and on payment the other terms no less favorable to specified by the Company than those specified in writing delivered to such notice Investor (the "Offer"), and the Offer by its terms shall remain open and irrevocable for a period of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty ten (12010) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b)days.

Right of Participation. The Company shall(i) For a period of 12 months following the Closing Date, prior to any proposed issuance by the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange or reserve or set aside for issuance, sale or exchange (a “Future Issuance”), (A) any shares of Common Stock, (B) any other equity security of its securities the Company, including without limitation shares of preferred stock, (C) any debt security of the Company (other than debt securities with no equity feature), offer to each Preferred Holder including without limitation any debt security which by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange its terms is convertible into or exchangeable for (whether directly or indirectly) shares of Common Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate any equity ownership in the Company as security of the date of such notice (treating each Preferred Holder, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are outstanding on the date of this AgreementCompany, (D) solely any security of the Company that is a combination of debt and equity, or (E) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in consideration for each case the acquisition Company shall have first offered to sell (whether in the case of public offerings, to the extent permitted by merger or otherwise) the SEC and other applicable laws, as reasonably determined by the Company or any of its subsidiaries of upon consultation with counsel) the Offered Securities (as defined) to the Buyers (in all or substantially all respects upon identical terms and conditions, including, without limitations, unit price and interest rates) as follows: The Company shall offer to sell to each Buyer (1) that portion of the stock or assets Offered Securities as the principal amount of any other entity as long as Debentures acquired by such acquisition is approved by Buyer at the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) pursuant Closing bears to the exercise total principal amount of options to purchase Common Stock granted to directors, officers, employees or consultants of Debentures acquired by all Buyers at the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock Closing (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee SharesBasic Amount”), and (G2) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long such additional portion of the Offered Securities as such issuance is approved by Buyer shall indicate it will purchase should the Board of Directors, which approval must include one of other Buyers subscribe for less than their Basic Amounts (the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them“Undersubscription Amount”), at a price and on payment such other terms no less favorable to as shall have been specified by the Company than those specified in writing delivered to such notice Buyer (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of offer to 10 days from receipt of the Preferred HoldersOffer. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(b).“

Right of Participation. The Company shall(i) For so long as the Buyers, prior in the aggregate, hold five percent (5%) or more of the outstanding shares of the Company’s Common Stock (with such percentage calculated on a fully diluted basis as if all outstanding convertible securities were converted into the Company’s Common Stock), the Buyers shall have (x) a right of participation to any proposed issuance by the Company purchase all or part of their pro rata portion of any of its securities New Securities (other than debt securities with no equity feature), offer to each Preferred Holder by written notice the right, for a period of fifteen (15) days, to purchase for cash at an amount equal to the price or other consideration for which such securities are to be issued, a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) defined as any shares of Common Stock or Preferred Stock of all such securities that are so convertible, exercisable or exchangeable), such Preferred Holder will continue to maintain its same proportionate equity ownership in the Company as issued in any financing of equity or debt with equity features after the date of such notice (treating each Preferred Holderthis Agreement, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to such Preferred Holder upon conversion, exercise and exchange of all securities held by such Preferred Holder on the date such offer is made, that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock and assuming the like conversion, exercise and exchange of all such other securities held by other persons); provided, however, that the participation rights of the Preferred Holders pursuant to this Section 12(b) shall not apply to securities issued (A) upon conversion exclusive of any financing(s) conducted during a twelve-month period with gross proceeds of the Preferred Sharesless than $750,000, (B) as a stock dividend shares or upon any subdivision of rights to acquire shares of Common Stock, provided that the securities issued pursuant to such stock dividend employee benefit plans approved by the Company’s board or subdivision are limited shares issued upon exercise or conversion of shares or rights to additional acquire shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which that are outstanding on the date of this Agreement, (DAgreement and shares issues in any business combination or strategic alliance the primary purpose of which is not to raise funding) solely in consideration for the acquisition (whether by merger or otherwise) by which the Company issues or any sells and (y) a right of its subsidiaries of all or substantially all of the stock or assets participation to purchase up to twenty-five percent (25%) of any other entity New Securities at a per share price equal to the per share price at which the Company proposes to issue such New Securities, if the per share price of such New Securities is less than $1.55 per share (as long as adjusted for any stock dividend, subdivision or split), subject in both cases to the terms and conditions set forth below and applicable legal, regulatory and stock market listing requirements. Each Buyer’s pro rata portion, for purposes of this Paragraph (n) shall equal a fraction, the numerator of which is the number of issued and outstanding shares of common stock held by such acquisition is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (E) pursuant to a bona fide firm commitment underwritten public offering, (F) Buyer that were purchased hereunder or pursuant to the exercise of options to purchase rights under this Section 7(n) (assuming the exercise or conversion of all options, warrants or convertible securities owned by such Buyer into the Company’s Common Stock), and the denominator of which is the total number of shares of the Company’s Common Stock granted to directorsthen issued and outstanding (assuming the exercise or conversion of all options, officers, employees warrants or consultants convertible securities of the Company in connection with their service to the Company, not to exceed in the aggregate 25,734,473 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock)or such greater number of shares as may be approved from time to time by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) to financial institutions, lenders or lessors in connection with lease liens, equipment financing or other loans as long as such issuance is approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock, (H) to vendors, trade partners, service providers, or in connection with strategic relationships approved by the Board of Directors, which approval must include one of the directors elected by the holders of Series A Preferred Stock and one of the directors elected by the holders of Series B and/or Series C Stock and (I) pursuant to the Purchase Agreement. The Company’s written notice to the Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Holder may accept into the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall promptly sell and such Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Preferred Holder. The Company shall be free at any time prior to one hundred and twenty (120) days after the date of its notice of offer to the Preferred Holders, to offer and sell to any third party or parties the remainder of such securities proposed to be issued by the Company (including but not limited to the securities not agreed by the Preferred Holders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Preferred Holders. However, if such third party sale or sales are not consummated within such one hundred and twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 12(bCommon Stock).