Common use of Right of Participation Clause in Contracts

Right of Participation. For so long as Notes are outstanding, the Subscribers shall be given not less than ten (10) business days prior written notice of any proposed sale by the Company of its Common Stock or other securities or equity linked debt obligations, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rights, (ii) the Company's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rights, (iii) the Company's issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants pursuant to plans described on SCHEDULE 5(D), (iv) as a result of the exercise of Warrants which are granted or issued pursuant to this Agreement on the terms described in the Transaction Documents as of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES") and (v) as set forth on SCHEDULE 12(A). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the right during the ten business days following receipt of the notice to purchase by application of the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, such Common Stock, debt or other securities in accordance with the terms and conditions set forth in the notice of sale. In the event such terms and conditions are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten business days following the notice of modification to exercise such right. In the event the exercise of the rights described in this Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued shall be made by each Subscriber as to only such Subscriber.

Right of Participation. For so long as Notes are outstandingUntil eighteen months after the Closing Date, the Subscribers shall be given not less than ten (10) business days prior written notice of any proposed sale by the Company of its Common Stock or other securities or equity linked debt obligations, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rights, (ii) the Company's ’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rights, (iii) the Company's ’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants consultants, pursuant to plans described on SCHEDULE 5(DSchedule 5(d), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement and described on Schedule 5(d), and (v) as a result of the exercise conversion of Warrants Notes which are granted or issued pursuant to this Agreement on the terms described in the Transaction Documents as of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES"(i) and through (v) as set forth on SCHEDULE 12(Aare “Excepted Issuances”). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the right during the ten business days following receipt of the notice to purchase for cash or by application of using the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, such offered Common Stock, debt or other securities in accordance with the terms and conditions set forth in the notice of sale, and if the aggregate other offering is for less than the amounts owned to the Subscribers, collectively; in the same proportion to each other as their purchase of Notes in the Offering. In the event such terms and conditions are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten business days following the notice of modification to exercise the right to participate in such right. In the event the exercise of the rights described in this Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued shall be made by each Subscriber as to only such Subscriberoffering.

Right of Participation. For so long as Notes are outstandingUntil eighteen months after the Closing Date, the Subscribers shall be given not less than ten (10) business days prior written notice of any proposed sale by the Company of its Common Stock or other securities or equity linked debt obligations, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rights, (ii) the Company's ’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rights, (iii) the Company's ’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants consultants, pursuant to plans described on SCHEDULE 5(DSchedule 5(d), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement and described on Schedule 5(d), and (v) as a result of the conversion of Notes or exercise of Warrants which are granted or issued pursuant to this Agreement on the terms described in the August 2009 Transaction Documents as of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES"(i) and through (v) as set forth on SCHEDULE 12(Aare “Excepted Issuances”). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the right during the ten business days following receipt of the notice to purchase for cash or by application of using the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, such offered Common Stock, debt or other securities in accordance with the terms and conditions set forth in the notice of sale, and if the aggregate other offering is for less than the amounts owned to the Subscribers, collectively; in the same proportion to each other as their purchase of Notes in the Offering. In the event such terms and conditions are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten business days following the notice of modification to exercise the right to participate in such rightoffering. In The rights granted to the event the exercise of the rights described Subscribers in this Section 12(a) would or could result in shall have priority over similar rights granted pursuant to the issuance of an amount of Common Stock of 2007 Transaction Documents, the Company that would exceed 2008 Transaction Documents and the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued shall be made by each Subscriber as to only such Subscriber2009 Transaction Documents.

Right of Participation. For so long as Until the sooner of (i) the Notes are no longer outstanding, or (ii) the Registration Statement in connection with all of the Registrable Securities has been effective for 365 days, the Subscribers shall be given not less than ten (10) business days prior written notice of any proposed sale by the Company of its Common Stock or other securities or equity linked debt obligations, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rights, (ii) the Company's ’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rights, (iii) the Company's ’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants consultants, pursuant to plans described on SCHEDULE 5(DSchedule 5(d), and (iv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the terms described in the Transaction Documents as of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES") and (v) as set forth on SCHEDULE 12(A“Excepted Issuances”). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the right during the ten business days following receipt of the notice to purchase in cash or by application of using the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, in the aggregate up to all of such offered Common Stock, debt or other securities in accordance with the terms and conditions set forth in the notice of salesale in the same proportion to each other as their purchase of Notes in the Offering. In the event such terms and conditions are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten business days following the notice of modification to exercise such right. In the event the The Subscribers who exercise of the their rights described in pursuant to this Section 12(a) would shall have the right during the ten business days following receipt of the notice to participate in such offered Common Stock, debt or could result other securities in accordance with the terms and conditions set forth in the issuance notice of an sale by using the outstanding balance including principal, interest, liquidated damages and any other amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company owing to such Subscriber will be deferred in whole or in part until by the Company, to pay for such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued shall be made by each Subscriber as to only such Subscriberparticipation.

Right of Participation. For so long as Notes are outstandingany amount remains outstanding on the Note, the Subscribers Subscriber shall be given not less than ten (10) business days prior written notice of any proposed sale by the Company of its Common Stock or other securities or equity linked debt obligations, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rights, (ii) the Company's ’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rights, (iii) the Company's ’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants consultants, pursuant to plans described on SCHEDULE 5(D)Schedule 5(d) as such plans are constituted on the Closing Date and provided such issuances are not at a per share price lower than the Conversion Price, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement and described on Schedule 5(d), and (v) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the terms described in the Transaction Documents as of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES"(i) and through (v) as set forth on SCHEDULE 12(Aare “Excepted Issuances”). The Subscribers Subscriber who exercise their its rights pursuant to this Section 12(a) shall have the right during the ten business days following receipt of the notice to purchase in cash and/or by application of using the outstanding balance of due in connection with the Notes Note, including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, in the aggregate, all of such offered Common Stock, debt or other securities in accordance with the terms and conditions set forth in the notice of sale. In the event such terms and conditions are modified during the notice period, the Subscribers Subscriber shall be given prompt notice of such modification and shall have the right during the ten business days following the notice of modification to exercise the right to participate in such right. In the event the exercise of the rights described in this Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued shall be made by each Subscriber as to only such Subscriberoffering.

Right of Participation. For so long as Notes are outstandingUntil a Registration Statement registering all of the Registrable Securities has been effective for 365 days, the Subscribers shall be given not less than ten (10) business days prior written notice of any proposed sale by the Company of its Common Stock or other securities or equity linked debt obligations, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rightsrights until after the Exclusion Period, (ii) the Company's ’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rightsrights until after the Exclusion Period, (iii) the Company's ’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants consultants, pursuant to plans described on SCHEDULE 5(DSchedule 5(d), and (iv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the terms described in the Transaction Documents as of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES") and (v) as set forth on SCHEDULE 12(A“Excepted Issuances”). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the right during the ten business days following receipt of the notice to purchase for cash or by application of the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, in the aggregate up to all of such offered Common Stock, debt or other securities in accordance with the terms and conditions set forth in the notice of salesale in the same proportion to each other as their purchase of Notes in the Offering. In the event such terms and conditions are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten business days following the notice of modification to exercise such right. In the event the exercise of the rights described in this Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 7.3 of the Warrantthis Agreement, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 7.3 of the Warrantthis Agreement. The determination of when such Common Stock may be issued shall be made by each Subscriber as to only such Subscriber.

Right of Participation. For so long as Notes are outstandingUntil twelve (12) months following the Closing Date, the Subscribers hereunder shall be given not less than ten fifteen (1015) business days prior written notice of any proposed sale by the Company of its Common Stock stock or other securities or equity linked debt obligationsobligations (“Other Offering”), except in connection with any Exempt Issuance (as defined below). If Subscribers elect to exercise their rights pursuant to this Section 10(a), the Subscribers shall have the right during the fifteen (15) days following receipt of the notice, to purchase in the aggregate up to all of such offered common stock, debt or other securities in accordance with the terms and conditions set forth in the notice of sale, relative to each other in proportion to the amount of Common Shares issued to them on Closing Date. Subscribers who participate in such Other Offering shall be entitled at their option to purchase, in proportion to each other, the amount of such Other Offering that could have been purchased by Subscribers who do not exercise their rights hereunder until up to the entire Other Offering is purchased by Subscribers. In the event such terms and conditions are modified during the notice period, Subscribers shall be given prompt notice of such modification and shall have the right during the fifteen (15) days following the notice of modification to exercise such right. “Exempt Issuance” means (i) Company securities issued or issuable upon a stock split, stock dividend, or any subdivision of Company securities, (ii) Company securities issued or issuable as full or partial consideration in connection with a strategic merger, acquisition, exchange, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rights, (iiiii) the Company's ’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rights, (iiiiv) the Company's ’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants consultants, pursuant to plans that have been approved by a majority of the members of the board of directors of the Company or in existence as such plans are constituted on the date of this Agreement and are described on SCHEDULE 5(DSchedule 10(a), and (ivv) as a result of securities issued or issuable upon the exercise or exchange of Warrants which are granted or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued pursuant to this Agreement and outstanding on the terms described in the Transaction Documents as date of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES") and (v) as set forth on SCHEDULE 12(A). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the right during the ten business days following receipt of the notice to purchase by application of the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, such Common Stock, debt or other securities in accordance with the terms and conditions set forth disclosed in the notice of sale. In the event such terms Reports and conditions which securities are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten business days following the notice of modification to exercise such right. In the event the exercise of the rights also described in this Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued shall be made by each Subscriber as to only such Subscriberon Schedule 10(a).

Right of Participation. For so long as Until the Notes are outstandinghave been fully paid, the Subscribers shall be given not less than ten seven (107) business days prior written notice of any proposed sale by the Company of its Common Stock common stock or other securities or equity linked debt obligations, except in connection with (i) employee stock options or compensation plans in effect on the Closing Date which have been disclosed to the Subscribers in writing, (ii) as full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of any corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rights, (ii) the Company's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rightsentity, (iii) as has been described in the Company's issuance of Common Stock Reports or Other Written Information filed with the issuances Commission or grants of options delivered to purchase Common Stock the Subscribers prior to employees, directors, and consultants pursuant to plans described on SCHEDULE 5(D)the Closing Date, (iv) as a result of the exercise issuance of Warrants which are granted issued or issued modified pursuant to this Agreement on the terms described in the Transaction Documents as of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES") and Agreement, (v) up to 10,000,000 restricted shares of the Company which have no registration rights as set forth on SCHEDULE 12(Afull or partial consideration in connection with services performed by attorneys, edgar filers, or product markxxxxx or (vi) issuances of common stock in connection with this Agreement (collectively "Excepted Issuances"). The Subscribers who exercise their rights pursuant to this Section 12(a) 12 shall have the right during the ten seven (7) business days following receipt of the notice to purchase by application participate in the offering of the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, such Common Stockoffered common stock, debt or other securities in accordance with the terms and conditions set forth in the notice of salesale up to the amount remaining outstanding on the Note at the time of such offer. In the event such terms and conditions are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten original notice period or for a period of seven (7) business days following the notice of modification modification, whichever is longer, to exercise such right. In Payment for such purchase by the event the exercise of the rights described in this Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that Subscribers may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued shall be made by each tender of the Note and all sums due under the Note. In such event, the Subscriber as will receive a credit against such other subscription purchase price or payment equal to only the amount of Note Principal applied to such Subscriberpayment and a credit equal to the accrued interest and any other amount accrued or payable to Subscriber pursuant to the Transaction Documents.

Right of Participation. For so long as Notes are outstandingUntil eighteen months after the Closing Date, the Subscribers shall be given not less than ten (10) business days prior written notice of any proposed sale by the Company of its Common Stock or other securities or equity linked debt obligations, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rights, (ii) the Company's ’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rights, (iii) the Company's ’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants consultants, pursuant to plans described on SCHEDULE 5(DSchedule 5(d), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement and described on Schedule 5(d), and (v) as a result of the exercise conversion of Warrants Notes which are granted or issued pursuant to this Agreement on the terms described in the 2009 Transaction Documents as of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES"(i) and through (v) as set forth on SCHEDULE 12(Aare “Excepted Issuances”). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the right during the ten business days following receipt of the notice to purchase for cash or by application of using the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, such offered Common Stock, debt or other securities in accordance with the terms and conditions set forth in the notice of sale, and if the aggregate other offering is for less than the amounts owned to the Subscribers, collectively; in the same proportion to each other as their purchase of Notes in the Offering. In the event such terms and conditions are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten business days following the notice of modification to exercise the right to participate in such rightoffering. In The rights granted to the event the exercise of the rights described Subscribers in this Section 12(a) would or could result in shall have priority over similar rights granted pursuant to the issuance of an amount of Common Stock of 2007 Transaction Documents and the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued shall be made by each Subscriber as to only such Subscriber2008 Transaction Documents.

Right of Participation. For so long as Commencing on the date of this Agreement and until the Notes are no longer outstanding, the Subscribers shall be given not less than ten (10) business days prior written notice of any proposed sale by the Company of its Common Stock common stock or other securities or equity linked debt obligations, except in connection with (i) employee stock options or compensation plans, (ii) as full or partial consideration in connection with a strategic any merger, acquisition, consolidation or purchase of substantially all of the securities or assets of any corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rights, (ii) the Company's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rightsentity, (iii) issuance of an aggregate of 800,000 Shares of the Company's issuance of ’s Common Stock or the issuances or grants of options which may be issued to purchase Common Stock to employeesofficers, directors, consultants and consultants pursuant employees to plans described on SCHEDULE 5(D)the Company, (iv) as a result the issuance of the exercise stock of Warrants the company in connection with any outstanding warrants, options, convertible preferred stock or any other security of the company which are granted has been described in the Reports or issued Other Written Information filed with the Commission or delivered to the Subscribers prior to the Closing Date (v) the issuance of securities of the Company pursuant to this Agreement on the terms described in or any of the Transaction Documents as Documents, or (vi) the issuance of securities to Garden State Securities, Inc. (or their agents or designees) pursuant to the Closing Date Agreement between Garden State Securities, Inc. and the Company dated July __, 2009 (collectively the foregoing are "EXCEPTED ISSUANCES") and (v) as set forth on SCHEDULE 12(A“Excepted Issuances”). The Subscribers who exercise their rights pursuant to this Section 12(a11(a) shall have the right during the ten (10) business days following receipt of the notice to participate in the purchase by application of the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, such Common Stockoffered common stock, debt or other securities in accordance with the terms and conditions set forth in the notice of salesale in the same proportion to each other as their purchase of Shares in the Offering. In the event such terms and conditions are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten original notice period or for a period of five (5) business days following the notice of modification modification, whichever is longer, to exercise such right. In the event the exercise there is an Approval Default, this Right of the rights described in this Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued Participation shall be made by each Subscriber as to only extended and effective for 180 days after such SubscriberApproval Default.

Right of Participation. For so long as Until the Notes are no longer outstanding, the Subscribers shall be given not less than ten (10) business days prior written notice of any proposed sale by the Company of its Common Stock or other securities or equity linked debt obligations, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration or registration rights, (ii) the Company's ’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration or registration rights, (iii) the Company's ’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants consultants, pursuant to plans described on SCHEDULE 5(DSchedule 12(a), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement and/or securities issuable and/or issued pursuant to agreements executed as of the date hereof, including pursuant to this Agreement as described on Schedule 12(a), and (v) as a result of the exercise conversion of Warrants Notes which are granted or issued pursuant to this Agreement on the terms described in the Transaction Documents as of the Closing Date (collectively the foregoing are "EXCEPTED ISSUANCES"(i) and through (v) as set forth on SCHEDULE 12(Aare “Excepted Issuances”). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the right during the ten business days following receipt of the notice to purchase for cash or by application of using the outstanding balance of the Notes including principal, interest, liquidated damages and any other amount then owing to such Subscriber by the Company, such offered Common Stock, debt or other securities in accordance with the terms and conditions set forth in the notice of sale, and if the aggregate other offering is for less than the amounts owned to the Subscribers, collectively; in the same proportion to each other as their purchase of Notes in the Offering. In the event such terms and conditions are modified during the notice period, the Subscribers shall be given prompt notice of such modification and shall have the right during the ten business days following the notice of modification to exercise the right to participate in such right. In the event the exercise of the rights described in this Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 10 of the Warrant, then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 10 of the Warrant. The determination of when such Common Stock may be issued shall be made by each Subscriber as to only such Subscriberoffering.