Common use of Participation in Future Financing Clause in Contracts

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereof, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), 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”). (b) At least 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th 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 5th 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 5th Business Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 7.4 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.137.4.

Participation in Future Financing. (a) From the date hereof until and continuing for as long as the date that is the 24 month anniversary of the date hereofDebentures are outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), each 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice, notifications by the Purchasers 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business Day after all of The Company must provide the Purchasers have received the Pre-with a second Subsequent Financing Notice, and the Company receives responses Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to a the initial Subsequent Financing Notice from Purchasers seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the Participation Maximuminitial Subsequent Financing Notice. (f) Notwithstanding the foregoing, each such Purchaser this Section 4.12 shall have the right to purchase the greater not apply in respect of (ai) their Pro Rata Portion an Exempt Issuance, or (as defined belowii) an underwritten public offering 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13Common Stock.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 24-month anniversary of the date hereoflast Closing, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness, assignment, or a combination of units hereof (a “Subsequent Financing”), each 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice, notifications by the Purchasers 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers the Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, each such the Purchaser shall have the right to purchase the greater of (a) their its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on by the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month one (1) year anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of on the same terms, conditions and price provided for in the Subsequent Financing (the “Participation Maximum”)Financing. (b) At least 5 Business ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any If Purchaser desiring desires to participate in such Subsequent Financing Financing, Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Business 10th 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 5th Business tenth (10th) 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 5th Business tenth (10th) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice, notifications by the Purchasers Purchaser of their its 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of (New York City timei) on an Exempt Issuance, and (ii) shares of Common Stock issued solely in connection with dividends required to be paid under the 5th Business Day after all terms and conditions of the Purchasers have received the Pre-NoticeSeries C Convertible Preferred Stock, 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13if any.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 twelve (12) month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business two (2) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a1) From the date hereof until the date that is the 24 month anniversary of the date hereof, upon Upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser the 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate thereto as an attachment. “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 5th Business Day after all Stock Exchange (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 5th Business 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 5th Business Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until such time as the date that is the 24 month anniversary Purchasers no longer hold any shares of the date hereofPreferred Stock, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, or a combination of units hereof (a “"Subsequent Financing”"), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business fourth (4th) 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 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 5th Business fourth (4th) 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 5th Business fourth (4th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fourth (4th) 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 its 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 PurchasersMaximum. “"Pro Rata Portion” is " of a Purchaser means the ratio of of: (x) the Subscription Amount aggregate Stated Value of Securities purchased the Preferred Stock issued to such Purchaser on the Closing Date by a Purchaser participating under this Section 4.13 Date; and (y) the sum aggregate Stated Value of the aggregate Subscription Amounts of Securities purchased on the Closing Date by Preferred Stock issued to all Purchasers participating in such Subsequent Financing under this Section 4.134.8.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereof, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), 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 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 its 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 PurchasersMaximum. “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 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until such time as the date that is the 24 month anniversary Purchasers no longer hold any shares of the date hereofPreferred Stock, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business fourth (4th) 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 5th Business fourth (4th) 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 5th Business fourth (4th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fourth (4th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofEffective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each such Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”). (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 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, 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 5th Business 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month one (1) year anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of on the same terms, conditions and price provided for in the Subsequent Financing (the “Participation Maximum”)Financing. (b) At least 5 Business ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 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 5th Business 10th 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 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of an Exempt Issuance, and (New York City timeii) on shares of Common Stock issued solely in connection with dividends required to be paid under the 5th Business Day after all terms and conditions 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13Series C Convertible Preferred Stock.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereoflast Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business two (2) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 18-month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary less than twenty percent (20%) in principal amount of the date hereofDebentures is outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12 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 pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination thereof (a “"Subsequent Financing”"), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 such notice from a Purchaser as of such 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “"Pro Rata Portion” is " means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 7.4 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.137.4.

Participation in Future Financing. (a) From the date hereof until 6 months after the date that is the 24 month anniversary of the date hereofEffective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), each Purchaser (or its designees) shall have the right to participate in up to an amount of the in, (a) if such Subsequent Financing equal to will be undertaken by one proposed investor (and, if applicable, its Affiliates) 100% of the such Subsequent Financing (subject to the “Participation Maximum”). Pro-Rata allocation provided for below) and (b) if such Subsequent Financing will be undertaken by more than one proposed investor (excluding its Affiliates), all or part of such Subsequent Financing (subject to the Pro-Rata allocation provided for below) (the "Participation Maximum"). At least 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company . If by not later than 5:30 6:30 p.m. (New York City time) on the 5th 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 5th 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 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 (or in the case of clause (a) above, all) of such 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 (e5th) If by 5:30 p.m. (New York City time) 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 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the 5th Business Day terms or substantially equivalent terms set forth in such Subsequent Financing Notice within 60 Trading Days after all the date of the Purchasers have received initial Subsequent Financing Notice. In the Pre-Notice, event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation MaximumSubsequent 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 by all other PurchasersMaximum. “"Pro Rata Portion” " is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a participating Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts Amount of Securities purchased on all participating Purchasers. Notwithstanding the Closing Date by all Purchasers participating under foregoing, this Section 4.134.13 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary no shares of the date hereofPreferred Stock are outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereof12 months after such date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), 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”). (b) Financing. At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company . If by not later than 5:30 6:30 p.m. (New York City time) on the 5th 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 5th 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the 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 to the Persons set forth in the Subsequent Financing Notice. (e) . If by 5:30 p.m. (New York City time) 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 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the 5th Business Day terms set forth in such Subsequent Financing Notice within 60 Trading Days after all the date of the Purchasers have received initial Subsequent Financing Notice. In the Pre-Notice, event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation MaximumSubsequent 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 by all other PurchasersSubsequent Financing. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a participating Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts Amount of Securities purchased on all participating Purchasers. Notwithstanding the Closing Date by all Purchasers participating under foregoing, this Section 4.134.13 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From Until the date hereof until the date that is the 24 6 month anniversary of the date hereofEffective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), 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”). (b) Financing. At least 5 Business 3 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company . If by not later than 5:30 6:30 p.m. (New York City time) on the 5th 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 5th 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 5th Business 3rd Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the 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 to the Persons set forth in the Subsequent Financing Notice. (e) . If by 5:30 p.m. (New York City time) 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 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the 5th Business Day terms set forth in such Subsequent Financing Notice within 60 Trading Days after all the date of the Purchasers have received initial Subsequent Financing Notice. In the Pre-Notice, event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation MaximumSubsequent 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 by all other PurchasersSubsequent Financing. “"Pro Rata Portion” " is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a participating Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts Amount of Securities purchased on all participating Purchasers. Notwithstanding the Closing Date by all Purchasers participating under foregoing, this Section 4.134.13 shall not apply in respect of an Exempt Issuance and the reasonable and customary issuance of Common 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 until the date that is the 24 eighteen (18) month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month one year anniversary of the date hereofClosing Date, upon any financing 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 thereof (a “Subsequent Financing”), 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 5 Business three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business third (3rd) 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 5th Business third (3rd) 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 5th Business third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business third (3rd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until such time as the date that is the 24 month anniversary of the date hereofNotes are no longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12 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 pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 the12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business third (3rd) 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 5th Business third (3rd) 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 5th Business third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business third (3rd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock Ordinary Shares or Common Stock Ordinary Shares Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month one (1) year anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or by any subsidiary of like-kind securities (a “Subsequent Financing”), each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of on the same terms, conditions and price provided for in the Subsequent Financing (the “Participation Maximum”)Financing. (b) At least 5 Business ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 10th 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 5th Business 10th 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 5th Business 10th Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice, notifications by the Purchasers 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of (New York City timei) on an Exempt Issuance and(ii) shares of Common Stock issued solely in connection with dividends required to be paid under the 5th Business Day after all terms and conditions 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13Series E Convertible Preferred Stock.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 ___ month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd) Trading Day after the Company has delivered the Pre-Notice to all of the Purchasers have received the Pre-NoticePurchasers, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) Trading Day after the Company has delivered the Pre-Notice to all of the Purchasers have received the Pre-NoticePurchasers, 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 24-month anniversary of the date hereoflast Closing, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th 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 5th Business Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereof, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), 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 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “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 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofEffective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), 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”"). (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 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 5th Business 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereofDebentures and Warrants are no longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until such time as the date that is the 24 month anniversary of the date hereofDebentures are no longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness, or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.9 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.9 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 pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.9.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12-month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12-month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofEffective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), 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”"). (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 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 5th Business 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 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business third (3rd) 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 5th Business third (3rd) 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 5th Business third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 (including remaining portion of the Participation Maximum) on the terms and to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business third (3rd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until one (1) year after the date that is the 24 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% fifty percent (50%) of the Subsequent Financing (the “Participation Maximum”)) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business two (2) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business third (3rd) 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 5th Business third (3rd) 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 5th Business third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business third (3rd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month one (1) year anniversary of that the date hereofNotes are no longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business two (2) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the 24 month anniversary of the date hereofEffective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the such Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”). (b) Financing. At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company . If by not later than 5:30 6:30 p.m. (New York City time) on the 5th 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 5th 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 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the 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 to the Persons set forth in the Subsequent Financing Notice. (e) . If by 5:30 p.m. (New York City time) 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 4.9, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the 5th Business Day terms set forth in such Subsequent Financing Notice within 30 Trading Days after all the date of the Purchasers have received initial Subsequent Financing Notice. In the Pre-Notice, event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation MaximumSubsequent 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 by all other PurchasersSubsequent Financing. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a participating Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts Amount of Securities purchased on all participating Purchasers. Notwithstanding the Closing Date by all Purchasers participating under foregoing, this Section 4.134.9 shall not apply in respect of an Exempt Issuance. The Purchasers are 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 until such time as the date that is the 24 month anniversary Purchasers no longer hold any shares of the date hereofPreferred Stock, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business fourth (4th) 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 5th Business fourth (4th) 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 5th Business fourth (4th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fourth (4th) 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 its 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 Maximum.“Pro Rata Portion” is of a Purchaser means the ratio of of: (x) the Subscription Amount aggregate Stated Value of Securities purchased the Preferred Stock issued to such Purchaser on the Closing Date by a Purchaser participating under this Section 4.13 Date; and (y) the sum aggregate Stated Value of the aggregate Subscription Amounts of Securities purchased on the Closing Date by Preferred Stock issued to all Purchasers participating in such Subsequent Financing under this Section 4.134.8.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11 [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 pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereofPurchasers no longer hold any Debentures, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the First Closing Date by a Purchaser participating under this Section 4.13 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date Dates by all Purchasers participating under this Section 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary on which such Purchaser holds less than 25% in Principal Amount of the date hereofDebenture, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), 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 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 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 5th Business 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13. (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 4.13, 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 60 Trading Days after the date of the initial Subsequent Financing Notice. (g) Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of (i) an Exempt Issuance and (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof until the earlier of (i) the date that is no Notes are outstanding, or (ii) the 24 month second anniversary of the date hereofinitial Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents that have not been registered under the Securities Act for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% such Purchaser’s Subscription Amount, or if the amount of the Subsequent Financing is less than the aggregate Subscription Amounts of all of the Purchasers, such Purchaser’s Pro Rata Portion (the “Participation Maximum”), on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From For as long as the date hereof until the date that is the 24 month anniversary of the date hereofPreferred Stock remains outstanding, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), 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”). (b) Financing. At least 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company . If by not later than 5:30 6:30 p.m. (New York City time) on the 5th 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 5th 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 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the 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 to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.terms

Participation in Future Financing. (a) From Other than the Senior Debt, from the date hereof until the date that is the 24 month anniversary of the date hereofDebentures are no longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents Equivalents, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), 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 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 Participation Maximum, Company may effect the remaining portion of the Participation Maximum of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 six (6) month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock ADSs, Ordinary Shares or Common Stock Ordinary Share Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business Days twelve (12) hours prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business Day after all of the Purchasers have received the Pre-NoticeNotice Termination Time, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business Day after all of the Purchasers have received the Pre-NoticeNotice Termination Time, 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.14 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.14.

Participation in Future Financing. (a) From the date hereof until such time as the date that is the 24 month anniversary of the date hereofNotes are no longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness, or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.9 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.9 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 pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.9.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 eighteen month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries or Mount Tam of Common Stock debt or Common Stock Equivalents common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser the 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”). (b) on the same terms, conditions and price provided for in the Subsequent Financing. At least 5 five (5) Business Days prior to the closing of the Subsequent Financing, the Company and Mount Tam shall deliver to each Purchaser 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 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating thereto. (c) Any Purchaser desiring thereto as an attachment. 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 5th fifth (5th) 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 5th fifth (5th) 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 5th fifth (5th) Business Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) . If by 5:30 p.m. (New York City time) on the 5th fifth (5th) Business Day after all of the Purchasers have 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, each such Purchaser the Purchasers shall have the right to purchase the greater of (a) their Pro Rata Portion (as defined below) its portion of the Participation Maximum Maximum. The Company and (b) Mount Tam must provide the difference between the Participation Maximum Purchasers with a second Subsequent Financing Notice, and the aggregate amount Purchasers will again have the right of participation by all other 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 thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and Mount Tam and the Purchasers 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. “Pro Rata Portion” is Notwithstanding anything to the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under contrary in this Section 4.13 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 (y10th) the sum Business Day following delivery of the aggregate Subscription Amounts 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 Securities purchased on such transaction has been received by the Closing Date by all Purchasers, such transaction shall be deemed to have been abandoned and the Purchasers participating under this Section 4.13shall not be deemed to be in possession of any material, non-public information with respect to the Company or Mount Tam or any Subsequent Financing.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 24-month anniversary of the date hereoflast Closing, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th 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 5th Business Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers Purchaser 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on by the Closing Date by all Purchasers Purchaser participating under this Section 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 _________ month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business two (2) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 18 month anniversary of the date hereof, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofEffective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), 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”). (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 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 5th Business 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), 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 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 10th Trading Day after the Pre-Notice is deemed given pursuant to Section 5.4 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 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 5th Business 10th 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 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 10th 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (e) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 18-month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 such notice from a Purchaser as of such 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From For twenty-four (24) months after the date hereof until the date that is the 24 month anniversary of the date hereof, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents or preferred stock for cash consideration, Indebtedness or a combination of securities hereof (a “Subsequent Financing”), each Purchaser the 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating thereto. 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to the Persons set forth in the Subsequent Financing Notice.the (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.19 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.19.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereofDebentures are no longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “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 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business fourth (4th) 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 5th Business fourth (4th) 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 5th Business fourth (4th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fourth (4th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until such time as the date that is the 24 month anniversary of the date hereofNotes are no longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness, or a combination of units thereof (a ““ Subsequent FinancingFinancing ”), 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 MaximumMaximum ”)) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (““ Pre-NoticeNotice ”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a ““ Subsequent Financing NoticeNotice ”). 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business fifth (5 th ) 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 5th Business fifth (5 th ) 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. ““ Pro Rata PortionPortion ” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.9 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.9 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 pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.9.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business Days twelve (12) hours prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business Day one (1) 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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. twelve (New York City time12) on the 5th Business Day hours 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 5th Business Daytwelfth hour, 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 5th Business Day twelfth hour after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business Day twelfth hour 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 its 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 PurchasersMaximum. “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 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 nine month anniversary of the date hereofEffective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), 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”). (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 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 5th Business 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 4.14 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.14.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 18 month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary expiry of the date hereofterm of the Notes and Warrants or until such time as the Investors do not hold any of the Notes or Warrants, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents Equivalents, or any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), any stock or other security (other than options) that is, at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock, any debt, any preferred stock or any purchase rights (a “Subsequent Financing”)), each Purchaser the Investors shall in proportion with the principal amount of Notes they hold have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (on the “Participation Maximum”)same terms, conditions, and price provided for in the Subsequent Financing. (b) At least 5 Business Days twenty (20) trading days prior to the closing of the Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser each 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 Purchaseran Investor, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaserthe Investor. 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any Purchaser desiring If the Investor desires to participate in such Subsequent Financing Financing, the Investor must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Business Day fifth (5th) trading day after all of the Purchasers have it has received the Pre-Notice Notice, providing that the Purchaser Investor is willing to participate in the Subsequent Financing, the amount of the PurchaserInvestor’s participation, and representing and warranting that the Purchaser Investor 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 Investor as of such 5th Business fifth (5th) Trading Day, such Purchaser the Investor 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 Notwithstanding anything to the 5th Business Day after all of the Purchasers have received the Pre-Notice, notifications contrary in this Section 8 and unless otherwise agreed to by the Purchasers of their willingness Investors, the Company shall either confirm in writing to participate in the Investor that the transaction with respect to the Subsequent Financing (has been abandoned or shall publicly disclose its intention to cause their designees to participate) is, issue the securities in the aggregate, less than the total amount of the Subsequent Financing, then in either case in such a manner such that the Company may effect Investors will not be in possession of any material, non-public information, by the remaining portion tenth (10th) Business Day following delivery of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. (e) . If by 5:30 p.m. such tenth (New York City time10th) on Business Day, no public disclosure regarding a transaction with respect to the 5th Business Day after all Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchasers Purchaser, such transaction shall be deemed to have received been abandoned and the PreInvestors shall not be deemed to be in possession of any material, non-Notice, public information with respect to the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount or any 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13its Subsidiaries.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12-month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.14 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.14.

Participation in Future Financing. (ai) From In the date hereof until event that prior to the date that is the 24 month one year anniversary of the date hereof, upon any financing by Closing Date the Company or any of its Subsidiaries of proposes to issue Common Stock or Common Stock Equivalents equivalents for cash consideration, indebtedness or a combination thereof, in one or more transactions with the primary purpose of raising capital (each, a “Subsequent Financing”), each Purchaser shall have the right to participate in up to each such Subsequent Financing in an amount necessary to maintain such Purchaser’s pro-rata ownership of the Company on the same terms, conditions and price provided for in such Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”)Financing. (bii) At least 5 Business Days five (5) trading days prior to the closing of the a Subsequent Financing, the Company shall deliver to 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 Business Day two (2) trading days after the Company’s receipt of 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, thereunder and the Person person or persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (ciii) Any Purchaser desiring to participate in such Subsequent Financing must provide deliver an irrevocable written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Business Day after all fifth (5th) trading day following the delivery of the Purchasers have received the Pre-Notice 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 5th Business Dayfifth (5th) trading day, such Purchaser shall automatically be deemed to have notified the Company that it does not elect to participate. (div) If by After 5:30 p.m. (New York City time) on the 5th Business Day after all fifth (5th) trading day following the Company’s delivery of the Purchasers have received the Pre-NoticeNotices to the Purchasers, notifications by the 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 to the Persons set forth in the Subsequent Financing Notice, including the participation of those Purchasers who timely delivered an election to participate pursuant to Section 6(g)(iii). (ev) If by 5:30 p.m. (New York City time) on the 5th Business Day after all of The Company must provide the Purchasers have received the Pre-with a second Subsequent Financing Notice, and the Company receives responses Purchasers will again have the right of participation set forth above in this Section 6(g), if the Subsequent Financing subject to a the initial Subsequent Financing Notice from Purchasers seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within sixty (60) trading days after the date of the Participation Maximuminitial Subsequent Financing Notice. (vi) Notwithstanding the foregoing, each such Purchaser this Section 6(g) and the term Subsequent Financing shall have the right to purchase the greater not apply in respect of (aA) their Pro Rata Portion an issuance of Options (as defined below) or shares of Common Stock issued directly or upon the exercise of any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities (as defined below) (“Options”) to directors, officers, employees, or consultants of the Participation Maximum Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board and issued pursuant to any stock or option plan or agreement duly adopted for such purpose (bincluding all such shares of Common Stock and Options outstanding prior to the date hereof), (B) shares of Common Stock issued upon the conversion or exercise of Options or any securities (directly or indirectly) convertible into, exercisable for or exchangeable for Common Stock, but excluding Options (“Convertible Securities”) issued prior to the date hereof, (C) an issuance of shares of Common Stock, Options or Convertible Securities (i) in connection with a transaction in which the Company, directly or indirectly, acquires another business or its tangible or intangible assets, or (ii) to lenders as equity kickers in connection with debt financings of the Company, in each case where such transactions have been approved by the Board, or (D) the difference between exercise of any security issued by the Participation Maximum Company in connection with the offer and the aggregate amount of participation 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 4.13 and (y) the sum sale of the aggregate Subscription Amounts of Securities purchased on Company’s securities pursuant to this Agreement or pursuant to the Closing Date by all Purchasers participating under this Section 4.13engagement letters with Lake Street Capital Markets, LLC dated November 19, 2013, Founding Asset Management Limited dated February 10, 2014, or MZ Advisory Pte Ltd. dated December 23, 2013.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business Days one (1) Trading Day prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business the same 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 twelve (12) month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser the 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 5 Business three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12 plus (i) 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 pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12 and (ii) the aggregate subscription amount of acquirers party to the Exchange Agreement that are participating in such Subsequent Financing pursuant to participation rights granted to such acquirers under such agreement that are substantially similar to this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents or convertible Indebtedness (or a combination of units thereof) (a “Subsequent Financing”), 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 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 10th Trading Day after the Pre-Notice is deemed given pursuant to Section 5.4 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 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 5th Business 10th 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 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 10th 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (g) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12-month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month one (1) year anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of on the same terms, conditions and price provided for in the Subsequent Financing (the “Participation Maximum”)Financing. (b) At least 5 Business ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 10th 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 5th Business 10th 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 5th Business 10th Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice, notifications by the Purchasers 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of (New York City timei) on an Exempt Issuance, and (ii) shares of Common Stock issued solely in connection with dividends required to be paid under the 5th Business Day after all terms and conditions 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13Series E Convertible Preferred Stock.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 twenty four (24) month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business two (2) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) i. From the date hereof Trigger Date until the date that is on which the 24 month anniversary of the date hereofSecurities no longer remain outstanding, upon any financing issuance by the Company INVO or any of its INVO Subsidiaries of INVO Common Stock or INVO Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company INVO shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) v. If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company 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 the greater of (a) their its Pro Rata Portion (as defined below) of the Participation Maximum and (b) Maximum. vi. INVO must provide the difference between the Participation Maximum Purchasers with a second Subsequent Financing Notice, and the aggregate amount Purchasers will again have the right of participation by all other Purchasers. “Pro Rata Portion” set forth above in this Section 2(i), if the Subsequent Financing subject to the initial Subsequent Financing Notice is the ratio of (x) the Subscription Amount of Securities purchased not consummated for any reason on the Closing Date by terms set forth in such Subsequent Financing Notice within 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 participating 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 4.13 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 (y10th) the sum Business Day following delivery of the aggregate Subscription Amounts 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 Securities purchased on 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 Closing Date by all Purchasers participating under foregoing, this Section 4.132(i) shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that the Preferred Stock is the 24 month anniversary of the date hereofno longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “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 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 13 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), 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 5 Business Days one (1) Trading Day prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business third (3rd) Trading Day after all the closing of the Purchasers have received the Pre-Notice Subsequent Financing 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 5th Business 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 5th Business third (3rd) Trading Day after all the closing of the Purchasers have received the Pre-NoticeSubsequent Financing, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. Until such third (3rd) Trading Day, the Company shall reserve an allocation of the Subsequent Financing to allow the Purchasers to participate up to their Participation Amount. (e) If by 5:30 p.m. (New York City time) on the 5th Business third (3rd) Trading Day after all the closing of the Purchasers have received the Pre-NoticeSubsequent Financing, 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12-month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “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 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of date that the date hereofDebentures are not longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 24-month anniversary of the date hereoflast Closing, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness or a combination of units hereof (a “"Subsequent Financing”"), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th 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 5th Business Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 its 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 PurchasersMaximum. “"Pro Rata Portion” is " means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereofDebentures are no longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser the Purchasers shall have the right right, in the aggregate to participate in up to an amount of the Subsequent Financing equal to the lesser of (i) 100% of the Subsequent Financing and (ii) $3,000,000 (the “Participation Maximum”)) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 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 5th Business 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 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereof, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), 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 5 Business three Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business third Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business third 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12 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 pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of the date hereofDebentures are no longer outstanding, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), 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”). (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person or Persons with whom such Subsequent Financing is proposed to be effectedeffected if known, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 3rd 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 5th Business 3rd 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 5th Business 3rd Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 set forth in the Subsequent Financing Notice or on terms not less favorable to the Persons Company than set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business 3rd 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From Until the date hereof until the date that is the 24 6th month anniversary of the date hereofEffective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), 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”). (b) Financing. At least 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company . If by not later than 5:30 6:30 p.m. (New York City time) on the 5th 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 5th 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 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the 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 to the Persons set forth in the Subsequent Financing Notice. (e) . If by 5:30 p.m. (New York City time) 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 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the 5th Business Day terms set forth in such Subsequent Financing Notice within 60 Trading Days after all the date of the Purchasers have received initial Subsequent Financing Notice. In the Pre-Notice, event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation MaximumSubsequent 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 by all other PurchasersSubsequent Financing. “"Pro Rata Portion” " is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a participating Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts Amount of Securities purchased on all participating Purchasers. Notwithstanding the Closing Date by all Purchasers participating under foregoing, this Section 4.134.13 shall not apply in respect of an Exempt Issuance. For further clarity, the Additional Investment Option set forth in Section 4.15 shall not constitute a Subsequent Financing.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month anniversary of date that the date hereofDebentures are not longer outstanding, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (ai) From the date hereof until the date that is the 24 month eighteen (18)-month anniversary of the date hereofClosing Date, upon any financing 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 thereof (a “Subsequent Financing”), each Purchaser the 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 5 Business two (2) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business second (2nd) 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 5th Business second (2nd) 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 5th Business second (2nd ) Trading Day after all of the Purchasers Buyers have received the Pre-Notice, notifications by the Purchasers 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 to with the Persons set forth in the Subsequent Financing Notice. (ev) If by 5:30 p.m. (New York City time) on the 5th Business second (2nd) Trading Day after all of the Purchasers Buyers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers Buyers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser Buyers shall have the right to purchase the greater of (a) their its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount Purchase Price of Securities purchased on the Closing Date by a Purchaser Buyer participating under this Section 4.13 4(o) and (y) the sum of the aggregate Subscription Amounts Purchase Price of Securities purchased on the Closing Date Dates by all Purchasers Buyers participating under this Section 4.134(o).

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 month one (1) year anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of on the same terms, conditions and price provided for in the Subsequent Financing (the “Participation Maximum”)Financing. (b) At least 5 Business ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (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 5th Business 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 5th Business tenth (10th) 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 5th Business tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of (New York City timei) on an Exempt Issuance, and (ii) shares of Common Stock issued solely in connection with dividends required to be paid under the 5th Business Day after all terms and conditions 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 on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13Series F Convertible Preferred Stock.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 24-month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser the 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 18-month anniversary of the date hereof, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10075% of the Subsequent Financing (the “Participation Maximum”)) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business one (1) Trading Day after such request, deliver a confidential 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business third (3rd) 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 5th Business third (3rd) 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 5th Business third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business third (3rd) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in a Subsequent Financing under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 twelve (12) month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.15 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.15.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12-month anniversary of the date hereofEffective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.134.11.

Participation in Future Financing. (a) From the date hereof until the date that is the 24 12 month anniversary of the date hereofClosing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), 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 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to 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 Business 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto 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 5th Business 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 5th Business 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 Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the 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 to with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) 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 its 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 PurchasersMaximum. “Pro Rata Portion” is means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 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 4.134.12.