Common use of Participation in Future Financing Clause in Contracts

Participation in Future Financing. (a) From the date hereof and continuing for as long as the Debentures are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 24-month anniversary of the last Closing, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness (Indebtedness, assignment, or a combination of units hereof) hereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a the Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a the Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after the Purchaser has received the Pre-Notice, the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from the Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by the Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five two (52) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth second (5th2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are date that is the Preferred Stock is no longer outstanding, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% a percentage equal to the ratio of the aggregate Stated Value of all Preferred Stock sold at the Closing to the dollar amount proposed to be raised in the Subsequent Financing of the Subsequent Financing (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s 's participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase the greater of (a) their Pro Rata Portion (as defined below) of the Participation Maximum and (b) the difference between the Participation Maximum and the aggregate amount of participation set forth above in by all other Purchasers. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.13 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.13.

Participation in Future Financing. (a1) From the date hereof and continuing for as long as the Debentures are outstanding, upon Upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (indebtedness or a combination of units hereof) thereof (a “Subsequent Financing”), the Purchaser Subscriber shall have the right to participate in up to an amount of the Subsequent Financing equal to 10080% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, as of the date of Subsequent Financing, the Subscriber is the holder of not less than 10% of the Shares. (b2) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser each Subscriber a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Subscriber if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserSubscriber, and only upon a request by such PurchaserSubscriber, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such PurchaserSubscriber. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate . “Trading Day” shall mean a day on which any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in such Subsequent Financing must provide written notice to question: the Company by not later than 5:30 p.m. (NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York City time) on the fifth Stock Exchange (5th) Trading Day after all or any successors to any of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participateforegoing). (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) such Purchaser’s Subscription Amount hereunder on the same terms, conditions and price provided for in the Subsequent Financing, provided that the aggregate participation for all Purchasers shall not exceed 50% of the Subsequent Financing (the “Participation Maximum”). (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and and, solely to the extent the Company has been authorized to disclose the identity of such Person or Persons, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth third (5th3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the one-year anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) . At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (ed) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until 12 months after the Debentures are outstandingClosing Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase the greater of (a) their Pro Rata Portion (as defined below) of the Participation Maximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. (f) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 90 Trading Days after the date of the initial Subsequent Financing Notice. (fg) Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt Issuance, . (h) The participation rights pursuant to this Section 4.13 may not be transferred or (ii) an underwritten public offering of Common Stockassigned by any Purchaser.

Participation in Future Financing. (ai) From the date hereof and continuing for as long as the Debentures are outstanding, upon Upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Ordinary Shares or Ordinary Share Equivalents for cash consideration, Indebtedness (indebtedness or a combination of units hereof) hereof that occurs during the one year period after no Notes are outstanding (a “Subsequent Financing”), the Purchaser each Buyer shall have the right to participate in any Subsequent Financing up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) such financing on the same terms, conditions and price provided for to other investors in the applicable Subsequent Financing. The maximum amount calculated with the applicable percentage in the prior sentence is referred to as the “Participation Maximum.” (bii) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser each Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Buyer if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserBuyer, and only upon a request by such PurchaserBuyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such PurchaserBuyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (ciii) Any Purchaser Buyer desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers Buyer have received the Pre-Notice that the Purchaser such Buyer is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser Buyer as of such fifth (5th) Trading Day, such Purchaser Buyer shall be deemed to have notified the Company that it does not elect to participate. (div) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Buyers have received the Pre-Notice, notifications by the Purchaser Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (ev) The If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Buyers have received the Pre-Notice, the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from Buyers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Buyer shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the aggregate Purchase Price of Notes purchased by a Buyer participating under this Section 4.12, if 4(q) and (y) the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date sum of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, aggregate Purchase Price of Notes purchased by all Buyers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4(q).

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the last Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five two (52) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth second (5th2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long until such time as the Debentures are outstandingPurchasers no longer hold any shares of the Preferred Stock, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth fourth (5th4th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth fourth (5th4th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth fourth (5th 4th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fourth (4th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the date hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date purchase its Pro Rata Portion (as defined below) of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.Participation Maximum. “

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 18 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% the greater of (a) a percentage of the Subsequent Financing equal to such Purchaser’s then percentage ownership of outstanding Common Stock on a fully-diluted basis (with such percentage being calculated using the meaning of “fully-diluted” contemplated in the computation of the Merger Agreement’s “Exchange Ratio”), or (b) $5,000,000 (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof until the date that is the earlier of (i) the 18 month anniversary of the date of this Agreement, and continuing for as long as (ii) the Debentures are date on which less than 20% of the Notes actually issued remain outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in aggregate up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on each Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on each Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. The Company shall not effect the next equity or debt financing after the date of this Agreement in which it raises at least, in the aggregate, $1,000,000 in gross proceeds (the “Next Financing”) unless (a) From the date hereof and continuing for as long as the Debentures are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or delivers to each Purchaser a combination of units hereof) (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At written notice at least five (5) 5 Trading Days prior to the closing of such Next Financing (the Subsequent Financing, the Company shall deliver to the Purchaser a written notice “Next Financing Notice”) of its intention to effect a Subsequent Financing (“Pre-Notice”)the Next Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Next Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent the Next Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent the Next Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. and (cb) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by not later than 5:30 6:30 p.m. (New York City Pacific time) on the fifth third (5th3rd) Trading Day after all its receipt of the Purchasers have received Next Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation and compliance with applicable securities laws, all or part of such financing to the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment Company on the same terms set forth in the Subsequent Next Financing NoticeNotice within 15 calendar days of such Purchaser’s notification of its intent to participate (the “Next Financing Participation Period”). If one or more Purchasers shall fail to so notify the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Next Financing, then the Company may effect the remaining portion of such Subsequent the Next Financing on the terms and with to the Persons set forth in the Subsequent Next Financing Notice. (e) The ; provided that, in such event, the Company must provide the Purchasers with a second Subsequent Next Financing Notice, and the Purchasers will again have the participation right of participation as set forth above in this Section 4.124.33, if the Subsequent Next Financing subject to the initial Subsequent Next Financing Notice is not consummated for any reason on the terms set forth in such Subsequent the Next Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Next Financing Notice with the Persons identified in the Next Financing Notice. . In the event the Company receives responses to Next Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Next Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the capital shares or capital shares equivalents to be issued in such Next Financing. “Pro Rata Portion” is the ratio of (x) such Purchaser’s Shares and (y) the aggregate sum of all of the Subscription Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers and such Purchaser who no longer holds any Shares shall not have any Pro Rata Portion. Notwithstanding anything to the contrary herein, this Section 4.33 shall not apply to the following (a) the granting of options or restricted stock to employees, officers, consultants and directors of the Company pursuant to the Plan or any other stock option or restricted stock plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, or (d) acquisitions, collaborations, licensing transactions or strategic investments, the primary purpose of which is not to raise capital, or (e) in connection with bank credit agreements and equipment or land lease lines with a non-equity financing purpose or (f) Notwithstanding the foregoing, this Section 4.12 shall debt with banking institutions not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stockto exceed $3,000,000.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the ___ month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100___% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after the Company has delivered the Pre-Notice to all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth second (5th2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after the Purchaser Company has received delivered the Pre-NoticeNotice to all of the Purchasers, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after the Company must provide has delivered the Purchasers with Pre-Notice to all of the Purchasers, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 24-month anniversary of the last Closing, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The If the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until 12 months after the Debentures are outstandingEffective Date, upon any issuance financing by the Company or any of its Subsidiaries through the issuance of Common Stock, Common Stock Capital Shares or Capital Shares Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the Purchaser Purchasers shall have the right to participate participate, in the aggregate, in up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. (b) . At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such PurchaserPurchaser within 3 Trading Days of receipt of a Pre-Notice, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 3 Trading Day Days after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) 10th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by of the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than 25% of the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the terms Purchasers than those set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than 25% of the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase its Pro Rata Portion (fas defined below) of 25% of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt IssuanceIssuance or an issuance, or (ii) an underwritten public offering series of Common Stockissuances, for up to, in the aggregate, 300,000 Ordinary Shares, which sales are made pursuant to Regulation S under the Securities Act.

Participation in Future Financing. (a) From the date hereof and continuing for as long as the Debentures are outstandinguntil December 31, 2020, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. For the purposes of this Agreement, an at-the-market offering, shall not be considered a Subsequent Financing. (b) At least five two (52) Trading Days (which for this purpose will not include any of the following Jewish holidays: Rosh Hashanah, Yom Kippur, Succot and Txxxx B’av) prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) the next Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the one year anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Shares or Common Stock Share Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10035% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth third (5th3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 24 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock ADSs and/or Ordinary Shares or Ordinary Shares Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the First Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the First Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 24 month anniversary of the date hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of such Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date purchase its Pro Rata Portion (as defined below) of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.Participation Maximum. “

Participation in Future Financing. (a) From the date hereof and continuing for as long as until 12 months after the Debentures are outstandingClosing Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) ). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) second Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 2nd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. (f) . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion of the Participation Maximum. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until 12 months after the Debentures are outstandingEffective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock, Common Stock Capital Shares or Capital Shares Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), ) unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At such Purchasers a written notice at least five (5) 10 Trading Days prior to the closing of such Subsequent Financing (the “Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice”) of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by not later than 5:30 6:30 p.m. (New York City time) on the fifth tenth (5th10th) Trading Day after all its receipt of the Purchasers have received Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) The ; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation first refusal set forth above in this Section 4.124.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (fas defined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the principal amount of Debentures purchased by a Purchaser and (y) the sum of the aggregate principal amount of Debentures issued hereunder. If any Purchaser no longer holds any Debentures, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 4.14 shall not apply in respect to the following (a) the granting of (i) an Exempt Issuanceoptions to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (iib) an underwritten public offering the exercise of Common Stockthe Debenture or any other security issued by the Company in connection with the offer and sale of this Company’s securities pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From the date hereof and continuing for as long as the Debentures are outstandinguntil 12 months after such date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in of such Subsequent Financing up to an the amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) purchased herewith. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by of the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.8, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (fas defined below) of the Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.8 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock. The Purchasers is granted the registration rights under the Registration Rights Agreement in relation to securities issued in a Subsequent Financing.

Participation in Future Financing. (a) From the date hereof and continuing for as long as the Debentures are outstandinguntil 12 months after such date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. (b) . At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by of the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (fas defined below) of the Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstanding12 month anniversary of the Effective Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) "). At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) thereto. Any Purchaser desiring electing to participate in such the Subsequent Financing must provide written notice shall be prepared to close on such financing within 5 Trading Days pursuant to the Company terms of the Subsequent Financing Notice. If by not later than 5:30 p.m. (New York City time) on the fifth (5th) 10th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (fas defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the one year anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents other than the Permitted Private Placement for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are no longer outstanding, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10035% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) ). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.less

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 6-month anniversary of the Closing, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal in an amount up to 100% of the Subsequent Financing such Purchaser’s Subscription Amount (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserPurchaser within two (2) Trading Days after the Pre-Notice, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not no later than 5:30 p.m. two (New York City time) on the fifth (5th2) Trading Day Days after all delivery of the Purchasers have received the Pre-such Subsequent Financing Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The If the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 24 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Ordinary Shares or Ordinary Shares Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 6-month anniversary of the date hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents (or any combination thereof) for cash consideration, Indebtedness (or a combination of units hereof) consideration (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of as at least equals the Subsequent Financing aggregate purchase price paid for the Shares at the Closing (the “Participation MaximumAmount”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to Section 4.9(e) herein. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, Financing the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Amount, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Amount. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Shares purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.9 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Shares purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.9.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the date that less than twenty percent (20%) in principal amount of the Debentures are is outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.12 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth Closing Date by all Purchasers participating under this Section 4.12 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.12.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the eighteen month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100130% of the Subsequent Financing amount invested hereunder (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) . At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (ed) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.15 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.15.

Participation in Future Financing. (a) From the date hereof until the date that is the later of (i) the 12 month anniversary of the Effective Date and continuing for as long as (ii) the Debentures are outstandingdate that the Purchaser no longer holds any Securities, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) consideration (a “Subsequent Financing”), the Purchaser Purchaser, subject to Section 4.12(g), shall have the right to participate in the Subsequent Financing up to an amount of the Subsequent Financing equal to the lesser of (x) 100% of the Subsequent Financing or (y) the aggregate amount of the Initial Subscription Amount and the sum of all Subsequent Subscription Amounts (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five ten (510) Trading Days calendar days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing to the Purchaser (“Pre-Notice”), which Pre-Notice shall ask such the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a the Purchaser, and only upon a request by such the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any If the Purchaser desiring desires to participate in such Subsequent Financing Financing, it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 5th calendar day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a the Purchaser as of such fifth (5th) Trading Day5th calendar day, such then the Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day calendar day after the Purchaser Purchasers has received the Pre-Notice, notifications notification by the Purchaser Purchasers of their its willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) [Intentionally Deleted]. (f) The Company must provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . (fg) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, Issuance or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 18 month anniversary of the initial Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five one (51) Trading Days Day prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth first (5th1st) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth first (5th1st) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth first (5th 1st) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the first (1st) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From For twenty-four (24) months after the date hereof and continuing for as long as the Debentures are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or preferred stock for cash consideration, Indebtedness (or a combination of units hereof) securities hereof (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate on a pro rata basis in the aggregate up to an amount of the Subsequent Financing equal to 10035% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. . (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.the (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.19 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.19.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstanding24 month anniversary of the First Closing Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) "). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. Notwithstanding anything herein to the contrary, in the event the Purchasers do not elect to participate in a Subsequent Financing for at least, in the aggregate among the Purchasers, 25% of such Subsequent Financing and such Subsequent Financing is consummated, the Purchasers shall no longer have a right to participate in future Subsequent Financings. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the eighteen month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries or Mount Tam of Common Stock, Common Stock Equivalents debt or common stock or common stock equivalents for cash consideration, Indebtedness (indebtedness or a combination of units hereof) thereof (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing amount invested hereunder (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) . At least five (5) Trading Business Days prior to the closing of the Subsequent Financing, the Company and Mount Tam shall deliver to the Purchaser each Purchasers a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser the Purchasers if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserPurchasers, and only upon a request by such PurchaserPurchasers, for a Subsequent Financing Notice, the Company and Mount Tam shall promptly, but no later than 1 Trading one (1) Business Day after such request, deliver a Subsequent Financing Notice to such PurchaserPurchasers. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring . If the Purchasers desires to participate in such Subsequent Financing must provide written notice to the Company and Mount Tam by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Business Day after all of the Purchasers have has received the Pre-Notice that the Purchaser such Purchasers is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the Purchaser such Purchasers has such funds ready, willing, and available for investment on the terms set forth in from the Subsequent Financing Notice. If the Company receives no notice from a Purchaser Purchasers as of such fifth (5th) Trading Business Day, such Purchaser the Purchasers shall be deemed to have notified the Company and Mount Tam that it does not elect to participate. (d) . If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Business Day after the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company or Mount Tam may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. . If by 5:30 p.m. (eNew York City time) on the fifth (5th) Business Day after the Purchasers has received the Pre-Notice, the Company or Mount Tam receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchasers shall have the right to purchase its portion of the Participation Maximum. The Company and Mount Tam must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading thirty (30) Business Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding . The Company and Mount Tam and the foregoingPurchasers agree that if the Purchasers elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchasers shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. If the Company and Mount Tam receives no such notice connection with, this Agreement, without the prior written consent of the Purchasers. Notwithstanding anything to the contrary in this Section 4.12 4.8 and unless otherwise agreed to by the Purchasers, the Company and Mount Tam shall either confirm in writing to the Purchasers that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchasers will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchasers, such transaction shall be deemed to have been abandoned and the Purchasers shall not apply be deemed to be in possession of any material, non-public information with respect of (i) an Exempt Issuance, to the Company or (ii) an underwritten public offering of Common StockMount Tam or any Subsequent Financing.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 24 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, consideration or Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% his pro rata share of the Subsequent Financing Aggregate Purchase Price (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, that if such Subsequent Financing is a registered public offering, the Company shall offer each Purchaser the right to participate in such public offering if it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth third (5th3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 4.11 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (ai) From the date hereof and continuing for as long as until the Debentures are outstandingeighteen (18)-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Shares or Common Stock Shares Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the Purchaser Buyers altogether shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (bii) At least five two (52) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser each Buyer a written notice of its intention to effect a Subsequent Financing (the “Pre-Notice”), which Pre-Notice shall ask such Purchaser Buyer if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserBuyer, and only upon a request by such PurchaserBuyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such PurchaserBuyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. For the purposes of this Agreement the “Trading Day” means a day on which the Principal Market is open for trading. (ciii) Any Purchaser Buyer desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers Buyers have received the Pre-Notice that the Purchaser such Buyer is willing to participate in the Subsequent Financing, the amount of the Purchasersuch Buyer’s participation, and representing and warranting that the Purchaser such Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser Buyer as of such fifth second (5th2nd) Trading Day, such Purchaser Buyer shall be deemed to have notified the Company that it does not elect to participate. (div) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd ) Trading Day after all of the Purchaser has Buyers have received the Pre-Notice, notifications by the Purchaser Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount Participation Maximum of the Subsequent Financing, then the Company may effect the remaining portion of such Participation Maximum of the Subsequent Financing (and for avoidance of doubt, the other 50% of such Subsequent Financing) on the terms and with the Persons set forth in the Subsequent Financing Notice. (ev) The If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Buyers have received the Pre-Notice, the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from Buyers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Buyers shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Purchase Price of Securities purchased on the Closing Date by a Buyer participating under this Section 4.12, if 4(o) and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Purchase Price of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Dates by all Buyers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4(o).

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12-month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser (along with its Affiliates) with a Subscription Amount of $5 million or more shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, provided that in the event of an underwritten Subsequent Financing with a Subscription Amount greater than $20,000,000, the Participation Maximum shall be reduced to 25%. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.17 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.17.

Participation in Future Financing. (a) From For a period of two (2) years after the date hereof and continuing for as long as the Debentures are outstandingClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% their pro-rata portion of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. By way of example, a Purchaser of 20% of this Transaction may purchase up to 20% of the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase the greater of (a) their Pro Rata Portion (as defined below) of the Participation Maximum and (b) the difference between the Participation Maximum and the aggregate amount of participation set forth above in by all other Purchasers. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date and the Second Closing Date by a Purchaser participating under this Section 4.12, if 4.13 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after Closing Date and the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Second Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.13.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the six month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five Three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing Financing, provided that such notice shall not be given until the Trading Market has closed on such Trading Day (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Such Purchaser shall have up to 24 hours of receipt of the Pre-Notice to request the Subsequent Financing Notice. Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser, provided that such Subsequent Financing Notice shall not be given until the Trading Market has closed on such Trading Day. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers have received the Pre-Subsequent Financing Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth second (5th2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Subsequent Financing Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers with a second have received the Subsequent Financing Notice, and the Company receives responses to the Subsequent Financing Notice from Purchasers will again seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.15 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.15.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and and, solely to the extent the Company has been authorized to disclose the identity of such Person or Persons, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth third (5th3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal aggregating up to 10050% of the Subsequent Financing for all Purchasers (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the date hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) three Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) third Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) third Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the third Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.12 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth Closing Date by all Purchasers participating under this Section 4.12 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.12.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until 12 months after the Debentures are outstandingClosing Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10075% of the such Subsequent Financing (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). (b) At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s 's participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion (fas defined below) Notwithstanding of the foregoing, this Section 4.12 shall not apply in respect Participation Maximum. "Pro Rata Portion" is the ratio of (ix) an Exempt Issuance, or the Subscription Amount of Securities purchased by a participating Purchaser and (iiy) an underwritten public offering the sum of Common Stockthe aggregate Subscription Amount of all participating Purchasers.

Participation in Future Financing. (a) From Subject only to the rights granted to the purchasers pursuant to that certain securities purchase agreement dated January 21, 2015, April 2, 2015, April 28, 2015, June 30, 2015, July 2015, October 21, 2015, January 29, 2016, March 25, 2016 and April 7, 2016, from the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date purchase its Pro Rata Portion (as defined below) of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.Participation Maximum. “

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that the Purchasers no longer hold any Debentures, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the First Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Dates by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the six (6) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common StockADSs, Common Stock Ordinary Shares or Ordinary Share Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10040% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five twelve (512) Trading Days hours prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such requestand at least 11 hours prior to the closing, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 9 hours after all of the Purchasers have received the Pre-Notice (the “Notice Termination Time”) that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading DayNotice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-NoticeNotice Termination Time, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The If by the Notice Termination Time, the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.14 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.14.

Participation in Future Financing. (a) a. From the date hereof until the date that the Note and continuing for as long as any other promissory note or indebtedness of the Debentures are Company or any Subsidiary held by the Noteholder is no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Debt Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the Purchaser Noteholder shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same amount, terms, conditions and price provided for in the Subsequent Financing. (b) b. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser Noteholder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser the Noteholder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaserthe Noteholder, and only upon a request by such Purchaserthe Noteholder, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaserthe Noteholder. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person person or Persons persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring c. If the Noteholder desires to participate in such Subsequent Financing Financing, the Noteholder must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received Company has delivered the Pre-Notice to the Noteholder that the Purchaser Noteholder is willing to participate in the Subsequent Financing, the amount of the PurchaserNoteholder’s participation, and representing and warranting that the Purchaser Noteholder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser the Noteholder as of such fifth (5th) Trading Day, such Purchaser the Noteholder shall be deemed to have notified the Company that it does not elect to participate. (d) d. If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after the Purchaser Company has received delivered the Pre-NoticeNotice to the Noteholder, notifications notification by the Purchaser Noteholder of their its willingness to participate in the Subsequent Financing (or to cause their designees its designee to participate) is, in the aggregate, is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons person or persons set forth in the Subsequent Financing Notice. (e) e. The Company must provide the Purchasers Noteholder with a second Subsequent Financing Notice, and the Purchasers Noteholder will again have the right of participation set forth above in this Section 4.126, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. f. The Company and the Noteholder agree that if the Noteholder elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby the Noteholder shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of the Noteholder. g. Notwithstanding anything to the contrary in this Section 6 and unless otherwise agreed to by the Noteholder, the Company shall either confirm in writing to the Noteholder that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Noteholder will not be in possession of any material, non-public information, by the tenth (f10th) Trading Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Noteholder, such transaction shall be deemed to have been abandoned and the Noteholder shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. h. Notwithstanding the foregoing, this Section 4.12 6 shall not apply in respect of (i) an Exempt Issuance. For purposes of this Section 6, the following defined terms have the following meanings: (A) “Debt Common Stock Equivalents” means any debt securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock; (B) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the board of directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company (for purposes of clarity, this clause (a) shall not cover any issuance of securities to any employee, officer or director in any financing transaction), or (iib) an underwritten public offering securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common StockStock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities; and (C) “Indebtedness” means any liabilities for borrowed money in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business and other than equipment financing transactions and receivable factoring transactions in the ordinary course of business consistent with the Company’s past practice, including the terms thereof).

Participation in Future Financing. (a) From the date hereof and continuing for as long as the Debentures are outstandinguntil 12 months after such date, upon any issuance private financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. (b) . At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or Person(s) with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by of the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (fas defined below) of the Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (ai) From the date hereof until the date that is the earlier of (i) the second (2nd) anniversary of the Closing Date and continuing (ii) the Business Day immediately following the date on which SFI has raised at least $20 million of capital pursuant to one or more sales of securities (which, for as long as the Debentures are outstandingavoidance of doubt, must include gross proceeds of at least $15 million in cash and the remaining $5 million shall either (i) also be paid in cash, (ii) the exchange of Notes for securities of SFI or (iii) a combination thereof), the Company and SFI hereby acknowledge and agree that upon any issuance by (i) SFI, (ii) any direct or indirect subsidiary of the Company that holds any or all of the Collateral (as defined in the Pledge Agreement), or (iii) any of its Subsidiaries their respective subsidiaries, of Common Stockequity, debt or Common Stock Equivalents (as defined below) for cash considerationconsideration consisting of cash, Indebtedness (an exchange of Notes or a combination of units hereof) thereof (a “Subsequent Financing”), the Purchaser each Buyer shall have the right right, but not an obligation, severally, at each such Buyer’s sole option, to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. . Further, in connection with any Subsequent Financing, each of the Company and SFI hereby acknowledges and agrees that each holder of Notes shall have the right, but not an obligation, severally, at each such Buyer’s sole option, to exchange all or any portion of such Notes (b) At least five (5) Trading Days prior including, without limitation, any accrued and unpaid Interest with respect to the closing principal amount of the Notes and any accrued and unpaid Late Charges with respect to such portion of such Principal and such Interest, if any) to SFI (or such other issuer in the Subsequent Financing, ) as payment of all or any portion of the Company shall deliver purchase price with respect to the Purchaser securities to be acquired in such Subsequent Placement by such holder. If a written notice of its intention Buyer elects to effect a Subsequent Financing such an exchange, each dollar of principal amount, any accrued and unpaid Interest and any Late Charges of Notes so exchanged shall reduce by one dollar the purchase price to be otherwise paid by such holder to SFI (“Pre-Notice”), which Pre-Notice shall ask or such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”other issuer). Upon the request of If a Purchaser, and only upon Buyer seeks to participate in a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended prior to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate participating in such Subsequent Financing must provide written notice to by paying the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after applicable purchase price in cash, it shall first exchange all its Notes as payment of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth consideration in such Subsequent Financing Notice within 30 Trading Days after until it no longer holds any Notes. As used herein, “Common Stock Equivalents” means any securities of any subject entity which would entitle the date holder thereof to acquire at any time common stock of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoingsubject entity, this Section 4.12 shall not apply in respect of (i) an Exempt Issuanceincluding, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or (ii) an underwritten public offering otherwise entitles the holder thereof to receive, common stock of Common Stocksuch subject entity.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in such Subsequent Financing up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth second (5th2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are no longer outstanding, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. (b) . At least five (5) 3 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the written request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) 3rd Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by of the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 3rd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (fas defined below) of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering Issuance and the reasonable and customary issuance of Common Stock.Stock or Common Stock Equivalents to service providers of the Company, the primary purpose of which is not to raise capital

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstanding12 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries (exclusive of E2B Growth, Inc.) of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days twelve hours prior to the closing proposed execution time of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day one hour after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. 7:30 a.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have such Purchaser has received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) next Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. 7:30 a.m. (New York City time) on the fifth (5th ) next Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 7:30 a.m. (New York City time) on the next Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date purchase its Pro Rata Portion (as defined below) of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.Participation Maximum. “

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingtwo year anniversary of the Effective Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the any Subsequent Financing (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) "). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (fas defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (ai) From the date hereof and continuing for as long as the Debentures are outstanding, upon Upon any issuance by the Company or any of its Subsidiaries of shares of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (indebtedness or a combination of units hereof) hereof that occurs during the one year period after each Closing (a “Subsequent Financing”), the Purchaser each Buyer shall have the right to participate in any Subsequent Financing up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) such financing on the same terms, conditions and price provided for to other investors in the applicable Subsequent Financing. The maximum amount calculated with the applicable percentage in the prior sentence is referred to as the “Participation Maximum.” (bii) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser each Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Buyer if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserBuyer, and only upon a request by such PurchaserBuyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such PurchaserBuyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (ciii) Any Purchaser Buyer desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers Buyer have received the Pre-Notice that the Purchaser such Buyer is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s 's participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser Buyer as of such fifth (5th) Trading Day, such Purchaser Buyer shall be deemed to have notified the Company that it does not elect to participate. (div) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Buyers have received the Pre-Notice, notifications by the Purchaser Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (ev) The If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Buyers have received the Pre-Notice, the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from Buyers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Buyer shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the aggregate Purchase Price of Notes purchased by a Buyer participating under this Section 4.12, if 4(q) and (y) the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date sum of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, aggregate Purchase Price of Notes purchased by all Buyers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4(q).

Participation in Future Financing. (a) From the date hereof and continuing for as long as until 12 months after the Debentures are outstandingEffective Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the such Subsequent Financing (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) "). At least five (5) 3 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) third Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 3rd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (fas defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Third Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof until the date that is the later of (i) the date on which no Notes or Preferred Shares are outstanding and continuing for as long as (ii) the Debentures are outstanding18-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (indebtedness or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in such Subsequent Financing in an amount up to an amount equal to such Purchaser’s Subscription Amount, or if the amount of the Subsequent Financing equal to 100% is less than the aggregate Subscription Amounts of all of the Subsequent Financing Purchasers, such Purchaser’s Pro Rata Portion (such amount, the “Participation Maximum”) ), on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth second (5th2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect consummate the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12, if 4.24 and (y) the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date sum of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.24.

Participation in Future Financing. (a) From Subject to the first rights of the holders of the Series B Preferred Stock, from the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) consideration (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase the greater of (a) their Pro Rata Portion (as defined below) of the Participation Maximum and (b) the difference between the Participation Maximum and the aggregate amount of participation set forth above in by all other Purchasers. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.13 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.13.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 6 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness consideration (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing up to an aggregate maximum for all Purchasers of $20,000,000 (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, that the Participation Maximum shall be reduced to the extent required, if any, by the principal Trading Market in order for the Company to comply with the listing agreement for such Trading Market. (b) At least five two (52) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers have such Purchaser has received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth second (5th2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.12 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth Closing Date by all Purchasers participating under this Section 4.11 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the twenty four (24) month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10035% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Purchasers have received Company has delivered the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth third (5th3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day after the Purchaser Company has received delivered the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice; provided, that for the avoidance of doubt, the Purchasers shall not be entitled, without the consent of the Company, to participate in a Subsequent Financing in an amount more than the Participation Maximum. (e) The If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after the Company must provide has delivered the Purchasers with Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From Following the date hereof and continuing for as long as Final Closing Date until the Debentures are outstandingend of one-year anniversary of such date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Ordinary Shares or Ordinary Share Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in the Subsequent Financing up to an amount of the Subsequent Financing equal to 100% [50]% of the each such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the of such Subsequent Financing. (b) At least five one (51) Trading Days Day prior to the closing of the a Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review participate in the details of such financing Subsequent Financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachmenteffected. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all the dated of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after the Purchaser has received date of the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount Participation Maximum of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms (which shall mirror the terms of the prior Closing(s)) and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.15 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.15.

Participation in Future Financing. (a) From the date hereof until the 12 month anniversary of the later of the Effective Date and continuing for as long as the Debentures are outstandingdate that Shareholder Approval is obtained and deemed effective, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (other than with a licensed commercial lender) (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser with an aggregate Subscription Amount of $1,000,000 or more shall have the right to participate in up to an amount the lesser of the Subsequent Financing equal to (i) 100% of the Subsequent Financing and (ii) such Purchaser’s aggregate Subscription Amount on the Closing Date (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have such Purchaser has received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 6 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing less the amounts of the such Subsequent Financing as to which the investors signatory to that certain securities purchase agreement dated January 16, 2007 among the Company and the investors signatory thereto have exercised their rights to participate in such Subsequent Financing set forth in such securities purchase agreement (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days 10 calendar days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons in a bona-fide financing transaction through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 10th calendar day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing NoticeNotice (for clarity, if a Subsequent Financing involves the issuance of non-convertible debt and Common Stock (or Common Stock Equivalents), a Purchaser willing to participate in such Subsequent Financing must indicate its willingness to participate in both the debt portion and equity portion of such Subsequent Financing). If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day10th calendar day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day 10th calendar day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the 10th calendar day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the nine (9) month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided that no Purchaser shall have the right to participate pursuant to this Section 4.11 to the extent that after giving effect to such participation, such Purchaser (together with such Purchaser’s affiliates, and any persons acting as a group together with such Purchaser or its affiliates) would beneficially own in excess of 9.99% of the Common Stock outstanding immediately after giving effect to the Subsequent Financing. For purposes of the foregoing proviso, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From Subject only to the rights granted to the purchasers pursuant to that certain securities purchase agreement dated January 21, 2015, April 2, 2015, April 28, 2015, June 30, 2015, July 2015, October 21, 2015, January 29, 2016, March 25, 2016, April 7, 2016 and May 26, 2016, from the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date purchase its Pro Rata Portion (as defined below) of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.Participation Maximum. “

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 24-month anniversary of the last Closing, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The If the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by the Purchaser participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstanding12 month anniversary of the date of this Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Ordinary Shares or Ordinary Shares Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in aggregate up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) eight Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City York, N.Y. time) on the fifth (5th) fourth Trading Day after all of the Purchasers Purchaser have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City York, N.Y. time) on the fifth (5th ) fourth Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York, N.Y. time) on the fourth Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from a Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on each Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on each Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 6-month anniversary of the Closing, upon any issuance issuance, other than an underwritten offering, by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10033% of the Subsequent Financing (the “"Participation Maximum”") on the same terms, conditions and price provided for in the Subsequent Financing. (ba) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s 's participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (ed) The If the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. "Pro Rata Portion" means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) Except as otherwise set forth in this Section 6.12: 6.12.1 From the date hereof and continuing for as long as until the Debentures are outstandingone year anniversary of the Final Closing Date, upon any issuance by the Company or Company, any of its Subsidiaries (or any resulting Person due to any “Spin-Outs”) in an offering pursuant to which any of the foregoing raises gross proceeds of at least $1,000,000 of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% such Purchaser’s proportionate share of the Subsequent Financing based on such Purchaser’s participation in this Offering (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, that Purchasers shall not have the right to participate in any offering by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents to be issued solely to Company Investors. (b) 6.12.2 At least five (5) Trading Days 10 trading days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such PurchaserPurchaser made within one trading day following the receipt by the Purchaser of the Pre-Notice, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day one (1) trading day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person person or Persons persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) 6.12.3 Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 5th trading day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day5th trading day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) 6.12.4 If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day trading day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect affect the remaining portion of such Subsequent Financing on the terms and with the Persons persons set forth in the Subsequent Financing Notice. 6.12.5 If by 5:30 p.m. (eNew York City time) The Company must provide on the 5th trading day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Units purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 6.12 and (y) the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date sum of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, aggregate Units purchased by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock6.12.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the six (6) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.16.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures date that is the one (1) year anniversary that the Notes are no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five two (52) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth second (5th2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof until the date that is the earlier of (i) the date on which no Notes or shares of Common Stock issued to the applicable Purchaser upon the conversion of Notes are outstanding and continuing for as long as (ii) the Debentures are outstandingsecond anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (indebtedness or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in such Subsequent Financing in an amount up to the greater of (y) an amount equal to such Purchaser’s Subscription Amount, or if the amount of the Subsequent Financing equal to 100% is less than the aggregate Subscription Amounts of all of the Purchasers, such Purchaser’s Pro Rata Portion and (ii) twenty percent (20%) of the aggregate purchase price of the securities sold in such Subsequent Financing (such greater amount, the “Participation Maximum”) ), on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth second (5th2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect consummate the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12, if 4.24 and (y) the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date sum of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.24.

Participation in Future Financing. (a) From the date hereof and continuing for Closing Date until six (6) months after the Effective Date, as long as such term is defined in the Debentures are outstandingRegistration Rights Agreement, upon any issuance equity financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate participate, on a pro rata basis, in up to an amount of the Subsequent Financing equal to 10050% of the such Subsequent Financing (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) "). At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser, subject to the Purchaser Purchaser's agreement to keep such information confidential, a written notice of its intention to effect a Subsequent Financing (“Pre-a "Subsequent Financing Notice”"), which Pre-Subsequent Financing Notice shall ask such Purchaser if it wants to review provide a summary of the details of such financing (such additional noticefinancing, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financingincluding, the amount of proceeds intended to be raised thereunder and a general description of the Person or Persons through or Person(s) with whom such Subsequent Financing is proposed to be effected effected. If a Purchaser desires to exercise its rights under this section and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written Financing, it shall deliver notice to such effect to the Company within three (3) Trading Days after the date the Subsequent Financing Notice is delivered. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) third Trading Day after all delivery of the Subsequent Financing Notice to each of the Purchasers, notifications by the Purchasers have received the Pre-Notice that the Purchaser is willing of their willingness to participate in the Subsequent FinancingFinancing is, in the amount aggregate, less than the Participation Maximum, then the Company may effect the remaining portion of such Participation Maximum (as well as the remaining portion of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment Subsequent Financing) on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) third Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) . The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 90 Trading Days after the date of the initial Subsequent Financing Notice. (f) . Notwithstanding the foregoing, this Section 4.12 4.4 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof until the earlier of (i) the later of (A) 18 months from the date hereof and continuing for as long as (B) the date that the Debentures are outstandingno longer outstanding and (ii) the date that the Company has consummated, in the aggregate since the date hereof, the sale of at least $12,030,000 of the Company's securities in one or more Subsequent Financings following the Closing that are subject to the rights of participation under this Section 4.13 (provided that the $12,030,000 threshold shall be increased to up to $16,030,000 if and to the extent additional purchasers become a party to this Agreement subsequent to the date hereof as provided for in the last sentence of Section 2.1(b)), upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) after the date hereof (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to the lesser of (i) 100% of the Subsequent Financing and (ii) the principal amount of such Purchaser's Debentures issued and sold by the Company pursuant to this Agreement (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”)financing. Upon the written request of a PurchaserPurchaser for the details of such financing (but subject to the provisions of (c) below), and only upon such a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a notice that describes such details (a "Subsequent Financing Notice Notice") to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Purchaser desiring to participate in such Subsequent Financing Financing, must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received such Purchaser has been sent the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s 's participation, and that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a such Purchaser as of 5th Trading Day after such fifth (5th) Trading DayPurchaser receives the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has received Purchasers have been sent the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have been sent the Pre-Notice with respect to a second Subsequent Financing, the Company receives responses to a Subsequent Financing NoticeNotice from Purchasers seeking to purchase, and in the Purchasers will again aggregate, more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase the greater of (a) their Pro Rata Portion (as defined below) of the Participation Maximum and (b) the difference between the Participation Maximum and the aggregate amount of participation set forth above in by all other Purchasers. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.13 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.13.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until twelve (12) months after the Debentures are outstandingClosing Date, upon any issuance equity financing by the Company or any of its Subsidiaries of Common StockCompany, Common Stock Equivalents for cash considerationincluding an equity-linked financing such as, Indebtedness (but not limited to, a convertible notes financing or a combination unit financing of units hereof) notes plus warrants (a “"Subsequent Financing”"), the Purchaser Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. (b) . At least five ten (510) Trading Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser each Investor a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser Investor if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaseran Investor, and only upon a request by such PurchaserInvestor, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such PurchaserInvestor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) Trading Day tenth day after all of the Purchasers Investors have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Investors of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Investor as of such tenth day, such Investor shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers Investors with a second Subsequent Financing Notice, and the Purchasers Investors will again have the right of participation set forth above in this Section 4.127.10, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading sixty (60) Business Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Investors seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Investor shall have the right to purchase their Pro Rata Portion (fas defined below) of the amount of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Investor and (y) the sum of the aggregate Subscription Amount of all participating Investors. Notwithstanding the foregoing, this Section 4.12 7.10 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the twelve month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From Subject only to the rights granted to the purchasers pursuant to that certain securities purchase agreement dated January 21, 2015, April 2, 2015, April 28, 2015, June 30, 2015, July 2015, October 21, 2015, January 29, 2016 and March 25, 2016, from the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date purchase its Pro Rata Portion (as defined below) of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.Participation Maximum. “

Participation in Future Financing. (a) From the date hereof until the earlier of (i) none of the Warrants remain outstanding, and continuing for as long as (ii) 18 months from the Debentures are outstandingClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate participate, in the aggregate, up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Notwithstanding anything in this Section 4.15 to the contrary, in no event shall any Purchaser have the right to participate in a Subsequent Financing in an amount that would result in its beneficial ownership of the Common Stock of the Company exceeding 19.99% of the number of shares of Common Stock outstanding immediately following the issuance of securities in such a Subsequent Financing. (b) At least five two (52) Trading Days prior to the closing expected announcement of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect (each such notice, a Subsequent Financing (“Pre-Notice”) (unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when the underwriters agree with the Company it is lawful for the Company to do so and the other timing requirements of this Section 4.15 shall not apply), which Pre-Notice shall ask not contain any information (including, without limitation, material, non-public information) other than: (A) if the proposed Subsequent Financing Notice (as defined below) constitutes or contains material, non-public information, a statement asking whether the Purchaser is willing to accept material non-public information or (B) if the proposed Subsequent Financing Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Purchaser if that it wants is entitled to review receive a Subsequent Financing Notice (as defined below) with respect to such Subsequent Financing upon its written request. Upon the written request of a Purchaser within one (1) Trading Day after the Company’s delivery to such Purchaser of such Pre-Notice, and only upon a written request by such Purchaser, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver to such Purchaser the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser,. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected (unless the Company is contractually prohibited from disclosing the identity of the proposed purchaser) and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all the delivery of the Purchasers have received Subsequent Financing Notice) is delivered to the Pre-Notice Purchaser (the “Participation Deadline”) that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Daythe Participation Deadline, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount all of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchasers with a second have received Subsequent Financing Notice, and the Company receives responses to a Subsequent Financing Notice from Purchasers will again seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.15 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.15.

Participation in Future Financing. (a) From the date hereof through the later of (i) such date on which the Buyers hold less than 50% of the aggregate principal amount of the Notes issued and continuing for as long as outstanding on the Debentures are outstandingClosing Date and (ii) the 12-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of any preferred stock, Indebtedness, shares of Common Stock, or Common Stock Equivalents Equivalents, in any case, for cash consideration, Indebtedness (indebtedness or a combination of units hereof) thereof (a “Subsequent FinancingPlacement”), the Purchaser Buyers shall have the right to participate in up to an aggregate amount of the Subsequent Financing Placement equal to 100% of the Subsequent Financing (the “Participation Maximum”) , pro rata to each Buyer’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent FinancingPlacement. For purposes hereof “Participation Maximum” means (i) with respect to any Subsequent Placement of shares of Common Stock, preferred stock, or Indebtedness, including, in each case, Common Stock Equivalents, 50%. (b) At least five (5) Trading Days prior to the closing of the any proposed or intended Subsequent FinancingPlacement, the Company shall deliver to the Purchaser each Buyer a written notice of its intention to effect (each such notice, a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser not contain any information (including, without limitation, material, non-public information) other than: (A) if it wants to review the details of such financing proposed Offer Notice (such additional noticeas defined below) constitutes or contains material, non-public information, a “statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing Notice”)Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of a PurchaserBuyer within three (3) Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing NoticeBuyer, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer in reasonable detail accordance with the proposed terms of the Offer such Subsequent FinancingBuyer’s pro rata portion of Participation Maximum, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4.13 shall be (x) based on such Buyer’s pro rata portion of the aggregate original principal amount of proceeds intended the Notes purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed repeated until each Buyer shall have an opportunity to be effected and shall include a term sheet or similar document relating thereto as an attachmentsubscribe for any remaining Undersubscription Amount. (c) Any Purchaser desiring to participate To accept an Offer, in whole or in part, such Subsequent Financing Buyer must provide deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by not later all Buyers are less than 5:30 p.m. the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (New York City time) the “Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Trading Business Day after such Xxxxx’s receipt of such new Offer Notice. (d) The Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which shall be filed with the Commission on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (e) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.13(d) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4.13(c) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4.13 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4.13(b) above. (f) Upon the closing of the issuance, sale or exchange of all or less than all of the Purchasers have received Refused Securities, such Buyer shall acquire from the Pre-Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4.13(e) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its counsel. (g) Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4.13 may not be issued, sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement. (h) The Company and each Buyer agree that the Purchaser is willing if any Buyer elects to participate in the Offer, (x) neither the Subsequent FinancingPlacement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the amount “Subsequent Placement Documents”) shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities of the Purchaser’s participationCompany or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company, (y) representation and that warranties of an Investor in the Purchaser has Subsequent Placement Documents shall not be more restrictive than those of the Buyers in this Agreement (other than such funds readychanges as necessary to comply with applicable law, willingrules and regulations, the manner of sale of such security in such Subsequent Placement and/or the type of such security to be sold in such Subsequent Placement) and available for investment on the terms (z) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement. (i) Notwithstanding anything to the contrary in this Section 4.13 and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Financing Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If the Company receives no notice from a Purchaser as of by such fifth (5th) Trading Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such Purchaser transaction has been received by such Buyer, such transaction shall be deemed to have notified been abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser or any of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then its Subsidiaries. Should the Company may effect decide to pursue such transaction with respect to the remaining portion of Offered Securities, the Company shall provide such Subsequent Financing on the terms Buyer with another Offer Notice and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers such Buyer will again have the right of participation set forth above in this Section 4.124.13. The Company shall not be permitted to deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, if except as expressly contemplated by the Subsequent Financing subject to last sentence of Section 4.13(c) or otherwise permitted by the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing NoticeBuyer. (fj) Notwithstanding the foregoing, The restrictions contained in this Section 4.12 4.13 shall not apply in respect connection with the issuance of (i) an any Exempt Issuance, . The Company shall not circumvent the provisions of this Section 4.13 by providing terms or (ii) an underwritten public offering of Common Stockconditions to one Buyer that are not provided to all.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 18 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in the Subsequent Financing up to an amount of the Subsequent Financing equal to 100% that percentage of the Subsequent Financing (the “Participation Maximum”) equal to the Purchaser’s percentage ownership of the then outstanding share of Common Stock on a fully converted and exercised basis (ignoring for such purposes any limitations therein) divided by the Company’s outstanding Common Stock on a fully diluted basis, on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day 3 Business Days after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Business Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Business Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Business Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until 6 months after the Debentures are outstandingEffective Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”"SUBSEQUENT FINANCING"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) "PARTICIPATION MAXIMUM"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre"PRE-Notice”NOTICE"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”"SUBSEQUENT FINANCING NOTICE"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) . If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 60 Trading Days after the date of the initial Subsequent Financing Notice. . In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (fas defined below) of the Participation Maximum. "PRO RATA PORTION" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) i. From the Trigger Date until the date hereof and continuing for as long as on which the Debentures are Securities no longer remain outstanding, upon any issuance by the Company INVO or any of its INVO Subsidiaries of INVO Common Stock, Stock or INVO Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10033.0% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) ii. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company INVO shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company INVO shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) iii. Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company INVO by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company INVO receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company INVO that it does not elect to participate. (d) iv. If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company INVO may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. v. If by 5:30 p.m. (eNew York City time) The Company on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, INVO receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. vi. INVO must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.122(i), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. vii. INVO and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser shall be required to agree to any restrictions on trading as to any securities of INVO or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, the Purchase Agreement, without the prior written consent of such Purchaser. viii. Notwithstanding anything to the contrary in this Section 2(i) and unless otherwise agreed to by such Purchaser, INVO shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the tenth (f10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to INVO or any of INVO Subsidiaries. ix. Notwithstanding the foregoing, this Section 4.12 2(i) shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the six (6) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five three (53) Trading Days prior to the closing Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. If a Purchaser does not, on or prior to 5:00 pm (New York City time) on the third (3rd) Trading Day following receipt of the Pre-Notice, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company’s obligations pursuant to this Section 4.11 with respect to such Purchaser shall cease with respect to the Subsequent Financing which is the subject of such Pre-Notice. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. 5:00 pm (New York City time) on the fifth third (5th3rd) Trading Day after all of following the Purchasers have received date on which the Pre-Notice is delivered to such Purchaser that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Daytime, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 5:00 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day after following the Purchaser has received date on which the Pre-NoticeNotice is delivered to all the Purchasers, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The If by 5:00 p.m. (New York City time) on the third (3rd) Trading Day following the date on which the Pre-Notice is delivered to all the Purchasers, the Company must provide the Purchasers with receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the erlier of (i) the 12 month anniversary of the Effective Date, or (ii) the date whereby the Company generates aggregate gross proceeds in excess of $10,000,000 in new funding from the issuance of Common Stock, Common Stock Equivalents or a combination of units hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100to, in the aggregate, 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five Approximately (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Purchasers have received the Pre-Subsequent Financing Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth third (5th3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Subsequent Financing Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount 50% of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after all of the Purchasers with a second have received the Subsequent Financing Notice, and the Company receives responses to the Subsequent Financing Notice from Purchasers will again seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until 18 months from the Debentures are outstandingClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10033% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, that the aggregate amount all Purchasers shall have the right to participate in is 33% of the Subsequent Financing. (b) At least five two (52) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) next Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount Participation Maximum of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 24 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness convertible debt (or a combination of units hereof) (a “Subsequent Financing”), the Purchaser each Purchaser, with a Subscription Amount equal to or greater than $1,000,000, shall have the right to participate in the Subsequent Financing up to an amount equal to such Purchaser’s percentage, as of the Subsequent Financing equal to 100% date of the consummation of such Subsequent Financing Financing, of beneficial ownership of the Common Stock, on a fully diluted basis, and calculated with the denominator including all of the Company’s issued and outstanding shares of Common Stock, on a fully diluted basis (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Business Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Business Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) Each Purchaser that qualifies under Section 4.11(a) to acquire shares according to a Participation Maximum shall be entitled to do so in the Subsequent Financing. The Company shall cause any Subsequent Financing to be conducted subject to the Participation Maximum rights hereunder. (f) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Business Days after the date of the initial Subsequent Financing Notice. (fg) Notwithstanding the foregoing, this Section 4.12 4.11 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the date that the Debentures are no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) cash consideration or Indebtedness (a “Subsequent Financing”), the Purchaser Purchasers that still own Securities shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, equal to or less than the total aggregate amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on each Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on each Closing Date by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingsix month anniversary of the date hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) thereof (a “Subsequent Financing”), the such Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five two (52) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such requestprior to the anticipated closing date, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. seven (New York City time7) on hours after the fifth (5th) Trading Day after all of the Purchasers have Purchaser has received the Pre-Subsequent Financing Notice (provided that the Purchaser shall have not less than seven (7) hours commencing no earlier than 8:00 am Eastern Time to decide whether to participate in the Subsequent Financing) that such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after which all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the Trading Day after which all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) consideration (a “Subsequent Financing”), subject to the existing participation rights set forth on Schedule 3.1(g)(i), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to a maximum of 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase the greater of (a) their Pro Rata Portion (as defined below) of the Participation Maximum and (b) the difference between the Participation Maximum and the aggregate amount of participation set forth above in by all other Purchasers. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.13 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.13.

Participation in Future Financing. (a) From the date hereof and continuing for until the date that is the later of (i) the 12 month anniversary of the Closing Date or (ii) one or more Subsequent Financings (as long as the Debentures are outstandingdefined herein) having aggregate gross proceeds of at least $20,000,000, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Ordinary Share Equivalents for cash consideration, Indebtedness (or a combination of units hereofthereof) (a “Subsequent Financing”), the Purchasers (each Purchaser on pro rata basis determined by such Purchaser’s participation in this offering) shall have the right to participate in the Subsequent Financing up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount Participation Maximum of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 12 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on both of the Closing Dates by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on both of the Closing Dates by all Purchasers participating under this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstanding24 month anniversary of the First Closing Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) "). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) The . If the Company must provide receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. Notwithstanding anything herein to the contrary, in the event the Purchasers with do not elect to participate in a second Subsequent Financing Noticefor at least, and in the Purchasers will again have aggregate among the right Purchasers, 25% of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.and such Subsequent

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the Debentures are outstandingdate that is the 24-month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) hereof (a “Subsequent Financing”), the Purchaser Purchasers, collectively, shall have the right to participate in up to an amount of the Subsequent Financing equal to 10035% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.11.

Participation in Future Financing. (a) From the date hereof and continuing for as long as until the date that the Debentures are no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to lesser of (a) 100% of the aggregate amount of the Subsequent Financing minus the amount of the Subsequent Financing as to which the September Debenture Holders have exercised their rights set forth in Section 4.13 of the Securities Purchase Agreement entered into in connection with the September Debenture Transaction and (b) the aggregate principal amount then outstanding of all Debentures issued pursuant to this Agreement at the Closing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide If by 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 4.13 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, Closing Date by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock4.13.

Participation in Future Financing. (a) Except as otherwise set forth in this Section 6.14: 6.14.1 From the date hereof and continuing for as long as until the Debentures are outstandingone year anniversary of the Final Closing Date, upon any issuance by the Company or Company, any of its Subsidiaries (or any resulting Person due to any “Spin-Outs”) in an offering pursuant to which any of the foregoing raises gross proceeds of at least $1,000,000 of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% such Purchaser’s proportionate share of the Subsequent Financing based on such Purchaser’s participation in this Offering (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, that Purchasers shall not have the right to participate in any offering by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents to be issued solely to Company Investors. (b) 6.14.2 At least five (5) Trading Days 10 trading days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such PurchaserPurchaser made within one trading day following the receipt by the Purchaser of the Pre-Notice, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day trading day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person person or Persons persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) 6.14.3 Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 5th trading day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day5th trading day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) 6.14.4 If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day trading day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons persons set forth in the Subsequent Financing Notice. 6.14.5 If by 5:30 p.m. (eNew York City time) The Company must provide on the 5th trading day after all of the Purchasers with have received the Pre-Notice, the Company receives responses to a second Subsequent Financing NoticeNotice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, and the Purchasers will again each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of participation set forth above in the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Units purchased on the Closing Date by a Purchaser participating under this Section 4.12, if 6.12 and (y) the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date sum of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, aggregate Units purchased by all Purchasers participating under this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock6.12.