Common use of Issuance of Equity Securities to Other Persons Clause in Contracts

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have so elected (the “Participating Investors”) and offer the Participating Investors the right to acquire such unsubscribed shares. Each Participating Investor shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ rights were not exercised, at a price and upon terms and conditions no more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such notice, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Major Investors elect to purchase their full pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Major Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating Investors each such Major Investor the right to acquire that portion of such unsubscribed sharesshares as the number of shares initially subscribed for by such Major Investor bears to the total number of shares initially subscribed for by all Major Investors. Each Participating Major Investor shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Major Investors fail to exercise in full the participation their rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Major Investors’ rights were not exercised, at a price and upon general terms and conditions no not materially more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue issue, sell or sell exchange any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors and Key Executives elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors and Key Executives that have so elected (the “Participating InvestorsShareholders”) and offer the Participating Investors Shareholders the right to acquire such unsubscribed shares. Each Participating Investor Shareholder shall have five (5) business days after receipt of such notice to notify the Company of such Participating InvestorShareholder’s election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors Shareholders fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights InvestorsShareholders’ rights were not exercised, at a price and upon terms and conditions no more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Investors Shareholders pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such notice, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors Shareholders in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have so elected (the “Participating InvestorsOver-Allotment Notice”) the Investors who elect to purchase their full pro rata share of the Equity Securities (each, a “Fully Exercising Investor”) and shall offer the Participating such Fully Exercising Investors the right to acquire such unsubscribed sharesshares of Equity Securities on a pro rata basis with respect to all other Fully Exercising Investors. Each Participating Fully Exercising Investor shall have five (5) business days after receipt delivery of such notice the Over-Allotment Notice to notify the Company in writing of such Participating Investor’s its election to purchase all or a portion thereof of such Fully Exercising Investor’s allotment of the unsubscribed sharesshares of Equity Securities. If the Participation Rights Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3, the The Company shall have up to ninety (90) days thereafter to sell the and issue to any Person such Equity Securities in respect of which the Participation Rights Investors’ Investor’s rights were not exercised, at a price and upon general terms and conditions no not materially more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Investors pursuant to Section 4.2 hereofNotice. If the Company has not sold such Equity Securities within such ninety (90) days of such noticeday period, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Significant Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Significant Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such Significant Investors the right to acquire such unsubscribed shares. Each Participating Investor The Significant Investors shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Significant Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Significant Investor's rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Significant Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Significant Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Preferred Stock Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Preferred Stock Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such Preferred Stock Investors the right to acquire such unsubscribed shares. Each Participating Investor The Preferred Stock Investors shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s election their respective elections to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Preferred Stock Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety one hundred twenty (90120) days thereafter to sell the Equity Securities in respect of which the Participation Rights Preferred Stock Investors’ rights were not exercised, at a price and upon general terms and conditions no not materially more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Preferred Stock Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety one hundred twenty (90120) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Preferred Stock Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors Participating Holders elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have Participating Holders who do so elected (the “elect and shall offer such Participating Investors”) and offer the Participating Investors Holders the right to acquire such unsubscribed shares. Each The Participating Investor Holders shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors Participating Holders fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Participating Holder's rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Investors Participating Holders pursuant to Section 4.2 3.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 3.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors Participating Holders in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors Holders elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have Holders who do so elected (the “Participating Investors”) elect and shall offer the Participating Investors such Holders the right to acquire a pro rata share of such unsubscribed shares. Each Participating Investor The Holders shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors Holders fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Holder's' rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Investors Holders pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, Securities without first offering such securities to the Investors Holders in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights ROFR Investors elect to purchase their entire pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights ROFR Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such ROFR Investors the right to acquire such unsubscribed shares. Each Participating Investor The ROFR Investors shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights ROFR Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights ROFR Investors’ ' rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights ROFR Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the ROFR Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights First Refusal Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such First Refusal Investors the right to acquire such unsubscribed shares. Each Participating such First Refusal Investor shall have five ten (510) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights First Refusal Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights First Refusal Investors’ ' rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights First Refusal Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) 90 days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the First Refusal Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors Participating Holders elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have Participating Holders who do so elected (the “elect and shall offer such Participating Investors”) and offer the Participating Investors Holders the right to acquire such unsubscribed shares. Each The Participating Investor Holders shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors Participating Holders fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Participating Holder's rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Investors Participating Holders pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors Participating Holders in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Participating Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Participating Investors that have who do so elected (the “Participating Investors”) elect and shall offer the such Participating Investors the right to acquire such unsubscribed shares. Each The Participating Investor Investors shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Participating Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Participating Investors’ rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Participating Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Participating Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors ---------------------------------------------- Stockholders elect to purchase their pro rata share of the Equity SecuritiesSecurities within said fifteen (15) Business Day period, then the Company shall promptly notify in writing the Participation Rights Investors that have Stockholders who do so elected (the “Participating Investors”) elect and shall offer the Participating Investors such Stockholders the right to acquire such unsubscribed shares. Each Participating Investor The Stockholders shall have five (5) business days Business Days after receipt of such notice to notify the Company of such Participating Investor’s their respective election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors Stockholders fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first offer, the Company shall have ninety one hundred and eighty (90180) days Business Days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Stockholders' rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Investors Stockholders pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety one hundred and eighty (90180) days Business Days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors Stockholders in the manner provided above.

Issuance of Equity Securities to Other Persons. (a) If not all of the Participation Rights Major Investors elect to purchase their full pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Major Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such Major Investors the right to acquire such unsubscribed sharesshares (pro rata, calculated as set forth in Section 4.1, except excluding the Equity Securities of Major Investors who have not fully exercised their rights hereunder). Each Participating Investor The Major Investors shall have five (5) business 10 days after receipt of such notice to notify the Company of such Participating Investor’s their election to purchase all or a portion thereof of the unsubscribed shares. . (b) If the Participation Rights Major Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) 90 days thereafter to sell the Equity Securities in respect of which the Participation Rights such Major Investors’ rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Major Investors pursuant to Section 4.2 hereofhereof (the “Company Sale”). If the Company has not sold such Equity Securities within ninety (90) 90 days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, Securities without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights New Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights New Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such New Investors the right to acquire such unsubscribed sharesshares (on a pro rata basis among those New Investors electing to do so). Each Participating Investor The New Investors shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights New Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ New Investor’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities Notice to the Participation Rights New Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe Notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the New Investors in the manner provided above. 19.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors and holders of Series B Stock elect to purchase their pro rata share Pro Rata Share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have and holders of Series B Stock who do so elected (the “Participating Investors”) elect and shall offer the Participating such Investors and holders of Series B Stock the right to acquire such unsubscribed shares. Each Participating Investor and holder of Series B Stock shall have five fifteen (515) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors and holders of Series B Stock fail to exercise in full the participation rights right to maintain interest within said forty-five (45) day period set forth in Section 4.2 hereof and this Section 4.3, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ rights of the Investors and holders of Series B Stock were not exercised, at a price and upon general terms and conditions no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Investors and holders of Series B Stock pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, Securities without first offering such securities to the Investors and holders of Series B Stock in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors Eligible Holders elect to purchase their pro rata share of the Equity Securities, ; then the Company shall promptly notify in writing the Participation Rights Investors that have Eligible Holders who do so elected (the “Participating Investors”) elect and shall offer the Participating Investors such Eligible Holders the right to acquire such unsubscribed shares. Each Participating Investor The Eligible Holders shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors Eligible Holders fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety one hundred eighty (90180) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Eligible Holders' rights were not exercised, at a price and upon general terms and conditions no which, in the reasonable judgment of the Board of Directors, are reasonably similar or more favorable for the Company than those offered to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Investors pursuant to Section 4.2 hereofEligible Holders. If the Company has not sold such Equity Securities within ninety one hundred eighty (90180) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors Eligible Holders in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Major Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such Major Investors the right to acquire such unsubscribed shares. Each Participating Investor The Major Investors shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. Each such participating Major Investor shall be entitled to obtain that portion of the unsubscribed shares that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Major Investors bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). If the Participation Rights Major Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Major Investor's rights were not exercised, at a price and upon general terms and conditions no not materially more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If ------------ ---------------------------------------------- not all of the Participation Rights Investors Holders elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have Holders who do so elected (the “Participating Investors”) elect and shall offer the Participating Investors such Holders the right to acquire such unsubscribed shares. Each Participating Investor The Holders shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors Holders fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Holder's rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Investors pursuant to Section 4.2 13.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 13.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors Holders in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Participating Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Participating Investors that have who do so elected (the “Participating Investors”) elect and shall offer the such Participating Investors the right to acquire such unsubscribed sharesshares based on their relative pro rata shares as computed in Section 4.1 hereof. Each The Participating Investor Investors shall have five ten (510) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Participating Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Participating Investor’s rights were not exercised, at a price and upon general terms and conditions no not materially more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Participating Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Participating Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors Eligible Holders (as defined below) elect to purchase their pro rata share of the Equity Securities, ; then the Company shall promptly notify in writing the Participation Rights Investors that have Eligible Holders who do so elected (the “Participating Investors”) elect and shall offer the Participating Investors such Eligible Holders the right to acquire such unsubscribed shares. Each Participating Investor The Eligible Holders shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s their election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors Eligible Holders fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety one hundred eighty (90180) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Eligible Holders' rights were not exercised, at a price and upon general terms and conditions no which, in the reasonable judgment of the Board, are reasonably similar or more favorable for the Company than those offered to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Investors pursuant to Section 4.2 hereofEligible Holders. If the Company has not sold such Equity Securities within ninety one hundred eighty (90180) days of such noticethe notice provided pursuant to Section 5(g)(ii) above, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors Eligible Holders in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all At the expiration of the Participation Rights Investors elect to purchase their pro rata share of the Equity Securitiessuch fifteen (15) day period, then the Company shall promptly notify in writing each Investor that elects to purchase or acquire all the Participation Rights Investors that have so elected shares available to it (the each, a “Participating InvestorsFully Exercising Investor”) and offer of any other Major Investor’s failure to do likewise. During the Participating Investors the right to acquire such unsubscribed shares. Each Participating Investor shall have five (5) business days day period commencing after receipt of the Company has given such notice, each Fully Exercising Investor may, by giving notice to notify the Company of such Participating Investor’s election Company, elect to purchase all or a acquire, in addition to the number of shares specified above, up to that portion thereof of the Equity Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, or the Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. If the Participation Rights Major Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety one hundred twenty (90120) days thereafter to sell the Equity Securities in respect of which the Participation Rights Major Investors’ rights were not exercised, at a price and upon general terms and conditions no not materially more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety one hundred twenty (90120) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors elect to purchase their pro rata share Adjusted Pro Rata Share of such Equity Securities, or in the case of the holders of the Lighthouse Warrants and in the context of the Next Round Financing, $500,000 of such Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating Investors them the right to acquire their pro rata shares of such unsubscribed shares. Each Participating Investor Such Investors shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s his, her or its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors so notified fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ ' rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors in the manner provided above. g. Section 4.4 of the Agreement is amended to read in its entirety as follows:

Issuance of Equity Securities to Other Persons. If not all one of the Participation Rights Investors elect ---------------------------------------------- Shareholders elects not to purchase their its pro rata share of the Equity Securities, then the Company Board of Directors of the Selling Entity shall promptly notify notify, in writing writing, the Participation Rights Investors that have Shareholders who did so elected elect and shall offer such Shareholders (the “Participating Investors”"Electing Participants") and offer the Participating Investors the right to acquire such unsubscribed sharesUnsubscribed Shares. Each Participating Investor The Electing Participants shall have five (5) business days after receipt of such notice to notify the Company Selling Entity of such Participating Investor’s its or their election to purchase all or a portion thereof of the such unsubscribed shares. If the Participation Rights Investors Shareholders fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company selling entity shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Shareholders' rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Investors Shareholders pursuant to Section 4.2 hereof. If the Company Selling Entity has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company Selling Entity shall not thereafter issue or sell any Equity Securities, without first offering such securities again to the Investors Shareholders in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Major Investors that have so elected (the “Participating Investors”) and offer the Participating Investors the right to acquire such unsubscribed shares. Each Participating Investor shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Major Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Major Investors’ rights were not exercised, at a price and upon terms and conditions no more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such notice, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such Investors the right to acquire such unsubscribed shares. Each Participating such Investor shall have five ten (510) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a up to its pro rata portion thereof of the unsubscribed shares. Such process shall be repeated until the participating Investors either purchase all of the unsubscribed shares or decline to do so. If the Participation Rights Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Investor’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Major Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such Major Investors the right to acquire such unsubscribed shares (which shall be apportioned among such Major Investors on a pro rata basis to the extent such Major Investors oversubscribe for such shares). Each Participating Investor The Major Investors shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Major Investor's rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Substantial Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Substantial Investors that have who do so elected (the “Participating Investors”) elect and shall offer the Participating such Substantial Investors the right to acquire such unsubscribed shares. Each Participating Investor The Substantial Investors shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Substantial Investors fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Substantial Investor's rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Substantial Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, Securities without first offering such securities to the Substantial Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors Holders elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have Holders who do so elected (the “Participating Investors”) elect and shall offer the Participating Investors such Holders the right to acquire such unsubscribed shares. Each Participating Investor The Holders shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the such unsubscribed shares. If the Participation Rights Investors Holders fail to exercise in full the participation preemptive rights set forth in Section 4.2 hereof and this Section 4.314, the Company shall have ninety one hundred twenty (90120) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Holder’s rights were not exercised, at a price and upon general terms and conditions no not materially more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Investors Holders pursuant to this Section 4.2 14 hereof. If the Company has not sold such Equity Securities within ninety one hundred twenty (90120) days of such noticethe notice provided pursuant to this Section 14, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors Holders in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Participation Rights Investors and Mr. Heap elect to purchase their pro rata PRO RATA share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have and Mr. Heap who do so elected (the “Participating Investors”) elect and shall offer the Participating such Investors and Mr. Heap the right to acquire such unsubscribed shares. Each Participating Investor The Investors and Mr. Heap shall have five (5) business days after receipt of such notice to notify the Company of such Participating Investor’s its election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors and Mr. Heap fail to exercise in full the participation rights set forth in Section 4.2 hereof and this Section 4.3of first refusal, the Company shall have ninety one hundred twenty (90120) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ Investor's and Mr. Heap's rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s original 's notice of the sale of such Equity Securities to the Participation Rights Investors and Mr. Heap pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety one hundred twenty (90120) days of such noticethe notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors and Mr. Heap in the manner provided above.