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 twelve (12) month anniversary of the Closing Date, upon any 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From Until the later of: (i) 24 months from the date hereof until of this Agreement and (ii) the date that is the twelve (12) month anniversary of the Closing DateNotes are no longer outstanding, upon any 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 the foregoing in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser Purchasers (as a group) shall have the right to participate in up to an amount of the Subsequent Financing equal to 7515% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From Until the later of: (i) 12 months from the date hereof until of this Agreement and (ii) the date that is the twelve (12) month anniversary of the Closing DateNotes are no longer outstanding, upon any 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 the foregoing in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 7560% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing DateDate , upon any 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Purchasers (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month one year anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount 50% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) Trading 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading 1 Business Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. 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. 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. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an attachmentExempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount 100% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 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. If the Company receives no notice from a Purchaser as of such fifth 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 terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month one-year anniversary of the Closing Date, upon any 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month one year anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount 50% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) Trading 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading 1 Business Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. 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. 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. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an attachmentExempt Issuance (not including subsection (d) within the definition of Exempt Issuance).

Participation in Future Financing. The Company shall not effect the next equity financing after the date of this Agreement in which it raises at least, in the aggregate, $1,000,000 in gross proceeds (the “Next Financing”) unless (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or delivers to each Qualified Purchaser a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At written notice at least five (5) 5 Trading Days prior to the closing of such Next Financing (the Subsequent Financing, the Company shall deliver to the Purchaser a written notice “Next Financing Notice”) of its intention to effect a Subsequent Financing (“Pre-Notice”)the Next Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Next Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent the Next Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent the Next Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (b) such Qualified Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the third (3rd) Trading Day after its receipt of the Next Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation and compliance with applicable securities laws, all or part of such financing to the Company on the same terms set forth in the Next Financing Notice within 15 calendar days of such Qualified Purchaser’s notification of its intent to participate (the “Next Financing Participation Period”). If one or more Qualified Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Company may effect the remaining portion of the Next Financing on the terms and to the Persons set forth in the Next Financing Notice; provided that, in such event, the Company must provide the Qualified Purchasers with a second Next Financing Notice, and the Qualified Purchasers will again have the participation right as an attachmentset forth above in this Section 4.4, if the Next Financing subject to the initial Next Financing Notice is not consummated for any reason on the terms set forth in the Next Financing Notice within 60 Trading Days after the date of the initial Next Financing Notice with the Persons identified in the Next Financing Notice. In the event the Company receives responses to Next Financing Notices from Qualified Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Qualified Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “Pro Rata Portion” is the ratio of (x) such Qualified Purchaser’s Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. If any Qualified Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Qualified Purchasers. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following (a) the granting of options or restricted stock to employees, officers, consultants and directors of the Company pursuant to the Company’s 2003 Stock Option Plan or any other stock option or restricted stock plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company’s securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, or (d) acquisitions, collaborations, licensing transactions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), ) unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 10 Trading Days prior to the closing of such Subsequent Financing (the “Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice”) of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the tenth (10th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the principal amount of Debentures purchased by a Purchaser and (y) the sum of the aggregate principal amount of Debentures issued hereunder. If any Purchaser no longer holds any Debentures, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.14 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of the Debenture or any other security issued by the Company in connection with the offer and sale of this Company’s securities pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing by the Company or any of its Subsidiaries through the issuance of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the Purchaser Purchasers shall have the right to participate participate, in the aggregate, in up to an amount of the Subsequent Financing equal to 7525% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the Purchasersuch Purchaser within 3 Trading Days of receipt of a Pre-Notice, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 3 Trading Day Days after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) is, in the aggregate, less than 25% of the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the Purchasers than those set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than 25% of the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of 25% of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance or an issuance, or series of issuances, for up to, in the aggregate, 300,000 Ordinary Shares, which sales are made pursuant to Regulation S under the Securities Act.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of 12 months after the Closing Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount 50% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the second 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, 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. If the Company receives no notice from a Purchaser as of such 2nd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion of the Participation Maximum. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) eighteen month anniversary of the Closing Date, upon any 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75130% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser amount invested hereunder (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. The Company shall not effect the next equity or debt financing after the date of this Agreement in which it raises at least, in the aggregate, $1,000,000 in gross proceeds (the “Next Financing”) unless (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or delivers to each Purchaser a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At written notice at least five (5) 5 Trading Days prior to the closing of such Next Financing (the Subsequent Financing, the Company shall deliver to the Purchaser a written notice “Next Financing Notice”) of its intention to effect a Subsequent Financing (“Pre-Notice”)the Next Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Next Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent the Next Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent the Next Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (b) such Purchaser shall not have notified the Company by 6:30 p.m. (Pacific time) on the third (3rd) Trading Day after its receipt of the Next Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation and compliance with applicable securities laws, all or part of such financing to the Company on the same terms set forth in the Next Financing Notice within 15 calendar days of such Purchaser’s notification of its intent to participate (the “Next Financing Participation Period”). If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Next Financing, the Company may effect the remaining portion of the Next Financing on the terms and to the Persons set forth in the Next Financing Notice; provided that, in such event, the Company must provide the Purchasers with a second Next Financing Notice, and the Purchasers will again have the participation right as an attachmentset forth above in this Section 4.33, if the Next Financing subject to the initial Next Financing Notice is not consummated for any reason on the terms set forth in the Next Financing Notice within 60 Trading Days after the date of the initial Next Financing Notice with the Persons identified in the Next Financing Notice. In the event the Company receives responses to Next Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Next Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the capital shares or capital shares equivalents to be issued in such Next Financing. “Pro Rata Portion” is the ratio of (x) such Purchaser’s Shares and (y) the aggregate sum of all of the Subscription Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers and such Purchaser who no longer holds any Shares shall not have any Pro Rata Portion. Notwithstanding anything to the contrary herein, this Section 4.33 shall not apply to the following (a) the granting of options or restricted stock to employees, officers, consultants and directors of the Company pursuant to the Plan or any other stock option or restricted stock plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, or (d) acquisitions, collaborations, licensing transactions or strategic investments, the primary purpose of which is not to raise capital, or (e) in connection with bank credit agreements and equipment or land lease lines with a non-equity financing purpose or (f) debt with banking institutions not to exceed $3,000,000.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing Date12 months after such date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) 12 month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount 100% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. Any Purchaser electing to participate in the Subsequent Financing shall be prepared to close on such financing within 5 Trading Days pursuant to the terms of the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the 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 the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until 6 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the 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 75will be undertaken by one proposed investor (and, if applicable, its Affiliates) 100% of the such Subsequent Financing; provided, that the balance of the investors shall be satisfactory Financing (subject to the Purchaser 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”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 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 (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 terms or substantially equivalent terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From Subject to prior existing rights of Laurus Funds and the purchasers party to that certain Securities Purchase Agreement, Dated June 17, 2005, with the Company, from the date hereof until the date that is the twelve (12) month anniversary of 14 months after the Closing Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount 50% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”); provided, however, if the lead investor in the Pre-Notice (as defined below) on object to any of the same terms, conditions and price provided for Purchaser’s participation in the Subsequent Financing, the Purchasers’ rights hereunder, in the aggregate, shall be on an all (to the extent limited by the aforementioned rights of participation) or nothing basis. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 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 Participation Maximum, 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. If the Company receives no notice from a Purchaser as an attachment.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 terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing Date12 months after such date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in of such Subsequent Financing up to an the amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financingpurchased herewith. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.8, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.8 shall not apply in respect of an attachmentExempt Issuance. The Purchasers is granted the registration rights under the Registration Rights Agreement in relation to securities issued in a Subsequent Financing.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount 33.33% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the second 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. If the Company receives no notice from a Purchaser as an attachment.of such fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The

Participation in Future Financing. (a) From Until the date hereof until the date that is the twelve (12) 6 month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 3 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the written request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 3rd Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 3rd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt 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 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), "SUBSEQUENT FINANCING") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the Subsequent Financing, the Company shall deliver to the Purchaser a written notice "SUBSEQUENT FINANCING NOTICE") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal 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 with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "PRO RATA PORTION" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement, or (c) securities in connection with acquisitions or strategic investments (including, without limitation, any licensing or distribution arrangements), the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From Subject to compliance with applicable securities laws, from the date hereof until the date that is earlier of (i) the twelve (12) month second anniversary of the Closing DateDate or (ii) expiration of the Term (as such term is defined in the Collaboration Agreement), upon (1) any issuance by the Company or any of its Subsidiaries unregistered shares of Common Stock or Common Stock Equivalents for cash consideration(a “Private Offering”) or (2) any issuance by the Company of registered shares of Common Stock or Common Stock Equivalents (a “Public Offering” and together with the Private Offering, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), in each case for cash consideration, indebtedness or a combination thereof, then for a Private Offering the Purchaser shall have the right to participate and with respect to a Public Offering the Purchaser shall have the right to participate by means of a side-by-side private placement including registration rights at least as favorable to the Purchaser as those set forth in up to Section 4.1 hereof, in an amount of the Subsequent Financing equal up to 75% of the Purchaser’s Pro-Rata Share (as defined below). The Purchaser shall have the right to purchase the same securities as are offered in the Subsequent Financing; provided, that Financing and at the balance same price as the securities offered in the Subsequent Financing and on the same other terms (except for reasonable modifications in the terms of the investors shall be satisfactory a Public Offering to adjust for a side-by-side private placement with registration rights at least as favorable to the Purchaser (as those set forth in Section 4.1 hereof of any securities sold to the “Participation Maximum”Purchaser) on the same terms, conditions and price provided for as such securities are offered to other investors in the Subsequent Financing. At least five For purposes of this Agreement, the Purchaser’s “Pro-Rata Share” shall be equal to the lesser of (5x) Trading Days the number of shares of Common Stock deemed to be beneficially owned by the Purchaser immediately prior to the closing of the Subsequent Financing (based upon documentation or written representation reasonably satisfactory to the Company), divided by the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon conversion or exercise of outstanding Common Stock Equivalents deemed to be beneficially owned by the Purchaser and included in the numerator) immediately prior to the closing of the Subsequent Financing or (y) the number of shares of Common Stock that would result in Purchaser beneficially owning 15.0% of the outstanding shares of Common Stock of the Company immediately prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) 24 month anniversary of the First Closing Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount 100% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 5:30 p.m. (New York City time) on the 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. If the Company receives no notice from a Purchaser as an attachment.of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. Notwithstanding anything herein to the contrary, in the event the Purchasers do not elect to participate in a Subsequent Financing for at least, in the aggregate among the Purchasers, 25% of such Subsequent Financing and such Subsequent

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount 100% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 3 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 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 the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 3rd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month one year anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount 100% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 5:30 p.m. (New York City time) on the 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 Amount, 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. If the Company receives no notice from a Purchaser as an attachment.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

Participation in Future Financing. (a) From the date hereof until 12 ----------------------------------- months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal 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 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose or (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of months after the Closing Effective Date, upon any 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount 50% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 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. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the For a period of twelve (12) month anniversary of months after the Closing Datedate hereof, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or equity securities at a combination of units hereof in a transaction exempt from registration under the Securities Act per share price which is less than $.28 per share (a “"Subsequent Financing”"), the Purchaser Subscriber shall have the right to participate in up to an amount 100% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser Subscriber a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which such Pre-Notice shall ask the Purchaser Subscriber if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the Purchaser, and only upon a request by the Purchaser, Subscriber for a Subsequent Financing Notice, which such request must be made within 2 day after the Pre-Notice is sent pursuant to Section 10.5(b) of this Agreement, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the 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 attached to which shall be effected and shall include a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the third Trading Day after the Subscriber has received the Pre-Notice, notification by the Subscriber of its willingness to participate in the Subsequent Financing 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 person or entity set forth in the Subsequent Financing Notice. If the Company receives no notice from the Subscriber as an attachmentof such third Trading Day, the Subscriber shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Subscriber with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 9, 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 90 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Subscribers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Subscriber shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the number of Units set forth on Exhibit A to be purchased by a Subscriber hereunder and (y) the sum of the aggregate Units sold by the Company to all Subscribers in connection with this Offering. Notwithstanding the foregoing, this Section 9 shall not apply in respect of any Subsequent Financing that consists of a traditional registered underwritten equity offering and strategic deal.

Participation in Future Financing. (a) From Except with respect to Exempt Issuances, from the date hereof until earlier of (i) 24 months from this Agreement or (ii) the date that is the twelve (12) month anniversary repayment of the Closing DateNotes, upon any 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 the foregoing in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser Non-Insider Purchasers on a pro rata basis based on their Subscription Amount shall have the right to participate in up to an amount of the Subsequent Financing equal to 7530% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) 5 Trading Days prior to the closing Closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the nature of the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. At least two Trading Days prior to sending the Pre-Notices, the Company shall provide the Purchasers with the Consent attached as Exhibit E. No Pre-Notices or Subsequent Financing Notices will be sent to any Purchasers who do not return to the Company executed Consents prior to the distribution of the Pre-Notices. If the Company prepays the Note any time prior to the 12 month anniversary of the applicable Closing Date (“12 Month Anniversary Date”), the right of participation provided for under this Section 4.11 shall continue until the earlier of: (i) the date of such 12 Month Anniversary Date and (ii) a Change of Control of the Company. If a Purchaser chooses to participate in the Subsequent Financing, it may use the amount due under the applicable Purchaser’s Note as partial or full payment for the purchase price in the Subsequent Financing.

Participation in Future Financing. (a) From the date hereof until six months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver not effect any Subsequent Financing unless (i) the Company delivers to each of the Purchaser Purchasers a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request ") of the Purchaserits 119 intention to effect such Subsequent Financing, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, up to $1,000,000 of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If the Purchasers shall fail to so notify the Company of their willingness to participate in the full Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section, 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 45 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. If the Purchasers indicate a willingness to provide financing in excess of the amount set forth in the Subsequent Financing Notice, then each Purchaser will be entitled to provide financing pursuant to such Subsequent Financing Notice up to an attachmentamount equal to such Holder’s pro rata portion of the Purchase Price, but the Company shall not be required to accept financing from the Purchaser in an amount in excess of the total amount of the offering set forth in the Subsequent Financing Notice. Notwithstanding anything herein to the contrary, prior to the delivery of a Subsequent Financing Notice and if required by U.S. securities laws, the Company may require each Purchaser to enter into a confidentiality agreement with the Company, which agreement shall be reasonably acceptable to the purchaser and shall be limited in scope to the details of the Subsequent Financing Notice. Each Purchaser shall have the right to waive a Subsequent Financing Notice rather than enter into a confidentiality agreement.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) -month anniversary of the Closing Datedate hereof, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), each Purchaser that holds at least 50 shares of the Preferred Stock initially purchased hereunder by such Purchaser (a “Qualified Purchaser”) shall have the right to participate in up to an amount its Pro Rata Portion of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Qualified Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Qualified Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Qualified Purchaser, and only upon a request by the such Qualified Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Qualified Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment.thereto. If by 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Qualified Purchasers have received the Pre-Notice, notifications by the Qualified 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

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) 12 month anniversary of the Closing Date, upon any 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 in other than a transaction exempt from registration under the Securities Act Significant Subsequent Financing (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7550% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the 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 with the Persons set forth in the Subsequent Financing Notice.

Participation in Future Financing. (a) From the date hereof until 12 months following the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any of will use its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under reasonable best efforts to permit the Securities Act (a “Subsequent Financing”), the Purchaser shall have the right Purchasers to participate in up to an amount subsequent financings of Common Shares or Common Share Equivalents, which financings are not (in the Subsequent Financing equal to 75% of the Purchasers' reasonable determination) strategic in nature (each such non-strategic subsequent financing being a "Subsequent Financing; provided, that the balance of the investors shall be satisfactory "). Prior to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the consummating any Subsequent Financing, the Company shall deliver to each of the Purchaser Purchasers hereunder a written notice at least 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Common Shares or Common Share Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. If any Purchaser no longer holds any Warrant Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following: (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) any other non-financial investment, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From Until the later of: (i) 12 months from the date hereof until of this Agreement and (ii) the date that is the twelve (12) month anniversary of the Closing DateNotes are no longer outstanding, upon any 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 the foregoing in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser Purchasers (as a group) shall have the right to participate in up to an amount of the Subsequent Financing equal to 7530% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) (except with respect to Fixed Priced Debt Securities, in which case the reference to 30% in the immediately preceding clause shall be 100%) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing Dateno Debentures remain outstanding, upon any 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. 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 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 31 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 an attachmentof such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the 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 with the Persons set forth in the Subsequent Financing Notice.

Participation in Future Financing. The Company shall not effect the next equity or debt financing after the date of this Agreement in which it raises at least, in the aggregate, $1,000,000 in gross proceeds (the "Next Financing") unless (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or delivers to each Purchaser a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At written notice at least five (5) 5 Trading Days prior to the closing of such Next Financing (the Subsequent Financing, the Company shall deliver to the Purchaser a written notice "Next Financing Notice") of its intention to effect a Subsequent Financing (“Pre-Notice”)the Next Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Next Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent the Next Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent the Next Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (b) such Purchaser shall not have notified the Company by 6:30 p.m. (Pacific time) on the third (3rd) Trading Day after its receipt of the Next Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation and compliance with applicable securities laws, all or part of such financing to the Company on the same terms set forth in the Next Financing Notice within 15 calendar days of such Purchaser's notification of its intent to participate (the "Next Financing Participation Period"). If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Next Financing, the Company may effect the remaining portion of the Next Financing on the terms and to the Persons set forth in the Next Financing Notice; provided that, in such event, the Company must provide the Purchasers with a second Next Financing Notice, and the Purchasers will again have the participation right as an attachmentset forth above in this Section 4.33, if the Next Financing subject to the initial Next Financing Notice is not consummated for any reason on the terms set forth in the Next Financing Notice within 60 Trading Days after the date of the initial Next Financing Notice with the Persons identified in the Next Financing Notice. In the event the Company receives responses to Next Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Next Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the capital shares or capital shares equivalents to be issued in such Next Financing. "Pro Rata Portion" is the ratio of (x) such Purchaser's Shares and (y) the aggregate sum of all of the Subscription Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers and such Purchaser who no longer holds any Shares shall not have any Pro Rata Portion. Notwithstanding anything to the contrary herein, this Section 4.33 shall not apply to the following (a) the granting of options or restricted stock to employees, officers, consultants and directors of the Company pursuant to the Plan or any other stock option or restricted stock plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, or (d) acquisitions, collaborations, licensing transactions or strategic investments, the primary purpose of which is not to raise capital, or (e) in connection with bank credit agreements and equipment or land lease lines with a non-equity financing purpose or (f) debt with banking institutions not to exceed $3,000,000.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve two (122) month anniversary of the Closing Date, upon any 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 consideration in a transaction exempt from registration under the Securities Act public offering (a “Subsequent Financing”), each Purchaser who is not a Purchaser that is also a party (or an Affiliate of a party) to that certain Securities Purchase Agreement dated September 25, 2016 (as amended), by and between the Purchaser Company and each purchaser identified on the signature pages thereto (the “Previous Agreement”) (each such Purchaser, referred to as a (“Participation Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 755% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, that, in accordance with clause (d) below, in no event shall such Purchasers in the aggregate have the right to participate in more than the Participation Maximum of any Subsequent Financing. At least five (5) Trading Days During or prior to the closing time period that the New York Stock Exchange is open (the “Trading Hour Period”) on the Trading Day prior to the Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to the each Participation Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”); provided, however, the Company may deliver a Pre-Notice during such time other than during the Trading Hour Period, provided that such Pre-Notice shall be deemed to have been delivered at 9:30 a.m. on the next Trading Day, which Pre-Notice shall ask the such Participation Purchaser if it wants to review receive material non-public information about the details Company without providing any material non-public information to such Participation Purchaser in such Pre-Notice. Upon the consent of a Participation Purchaser, and only upon a consent of such financing Participation Purchaser, to receive material non-public information about the Company, the Company shall promptly deliver a notice to such Participation Purchaser (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice which shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. If a Participation Purchaser does not, within 3 hours after the later of (i) the actual delivery of a Pre-Notice and (ii) the deemed delivery of a Pre-Notice, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company's obligations pursuant to this Section 4.9 with respect to such Participation Purchaser shall cease.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) 12 month anniversary of the Closing Effective Date, upon any 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “"Participation Maximum”") on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. 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 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 Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the 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 with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the 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. 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. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of (i) an Exempt Issuance or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) All capitalized terms used in this Section 2.3 shall have the meanings ascribed to them in the Securities Purchase Agreement. From the date hereof until the date that is the twelve (12) month two year anniversary of the Closing Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the Purchaser Blue Cedar shall have the right to participate in up to an amount of the Subsequent Financing equal sufficient to 75% maintain the aggregate percentage that its ownership of the Common Stock (including, for purposes of this calculation, until the expiration of such Short Term Warrant, all shares which Blue Cedar could purchase by exercise of the Short Term Warrant whether or not such Short Term Warrant has been exercised) bears to all outstanding Shares of the Company as of the Closing (the "Participation Maximum"). If Blue Cedar wishes to participate in such Subsequent Financing; provided, that the balance of the investors shall be satisfactory Blue Cedar must provide written notice to the Purchaser Company by not later than 5:30 p.m. (the “Participation Maximum”New York City time) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 5th Trading Day after such request, deliver a the Subsequent Financing Notice that Blue Cedar is willing to participate in the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended its participation, and that Blue Cedar 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 Blue Cedar as of such 5th Trading Day, Blue Cedar shall be deemed to be raised thereunder have notified the Company that it does not elect to participate, and the Person or Persons through or with whom 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 Company must provide Blue Cedar with a second Subsequent Financing Notice, and Blue Cedar will again have the right of participation set forth above in this Section 2.3, if the Subsequent Financing subject to the initial Subsequent Financing Notice is proposed to be effected and 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. Notwithstanding the foregoing, this Section 2.3 shall include a term sheet or similar document relating thereto as not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the Debentures are no longer outstanding (but in any event for at least one year from the date that is the twelve (12) month anniversary of the Closing Datehereof), upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount the greater of (i) 25% of the Subsequent Financing and (ii) an amount equal to 75% the aggregate principal amount of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser all Debentures then outstanding (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 5:30 p.m. (New York City time) on the 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, 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. If the Company receives no notice from a Purchaser as an attachment.of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to

Participation in Future Financing. (a) From the date hereof after the First Tranche Closing until 18 months following the date that is the twelve (12) month anniversary of the Closing DateFirst Tranche Closing, upon any issuance by the Company or any of its Subsidiaries of (i) Common Stock or Common Stock Equivalents for cash consideration, (ii) Indebtedness or (iii) a combination of units hereof the foregoing in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate purchase of the securities offered in up to the Subsequent Financing in an amount equal to 30% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least For avoidance of doubt, this Section 4.10 shall not apply to an Equity Line with CF Principal Investments LLC or any of its Affiliates as permitted by the Notes and the Additional Notes. Between five (5) and 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser such Purchasers if it wants they want to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the any Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the each Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. If the Company delivers any notice to any Purchaser which may be reasonably be deemed to contain material non-public information as such term has been construed under the Exchange Act, the notice shall generically refer to a second notice which may possibly include material non-public information and such first notice shall not refer to any future financing.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing DateDebentures are no longer outstanding, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 3 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the written request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 3rd Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 3rd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachment.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 twelve (12) month anniversary of the Closing Date, upon any proposed 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser the Purchaser a written notice of its intention same documentation it delivers to effect a other interested investors regarding the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. Each Purchaser shall have the opportunity to participate in the Subsequent Financing in the sole discretion of the Company, on the same terms, conditions and price provided for in the Subsequent Financing. 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 4.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing DateDecember 31, upon any issuance by 2003, the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice'') of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, up to 35% of Subsequent Financing gross proceeds to the Company ("Over-Allotment Amount") on the same terms set forth in the Subsequent Financing Notice. Notwithstanding anything herein to the contrary, if one or more Purchasers elects to exercise the right to participate hereunder, the Company shall have the right to increase the size of the Subsequent Financing by an amount equal to the amount to be purchased by such exercising Purchasers and effect such increase in the Subsequent Financing with the Persons set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Over-Allotment Amount. "Pro Rata Portion" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From For as long as the date hereof until the date that is the twelve (12) month anniversary of the Closing DatePreferred Stock remains outstanding, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From For as long as the date hereof until the date that is the twelve (12) month anniversary of the Closing DatePreferred Stock remains outstanding, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), except to the extent any such financing or partial financing is undertaken by the Laurus Master Fund ("Laurus") (provided that, and for clarification, the right of participation shall be effective as to any portion of such financing not subscribed to by Laurus), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 10/th/ Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 10/th/ 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 terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month one year anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act any non-convertible debt securities (a “Subsequent Financing”"SUBSEQUENT FINANCING"), the each Purchaser shall have the right to participate in up to an amount 100% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"PARTICIPATION MAXIMUM"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre"PRE-Notice”NOTICE"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”"SUBSEQUENT FINANCING NOTICE"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 5:30 p.m. (New York City time) on the 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 Amount, 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. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation Amount, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "PRO RATA PORTION" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance or a firm commitment underwritten public offering of the Company's securities.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary earlier of the Closing Datefirst anniversary after the Effective Date or the date the first Subsequent Financing (as defined below) closes, upon any issuance by if the Company or any desires to effect an offering of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination an aggregate offering price of units hereof in a transaction exempt from registration under the Securities Act at least $3,000,000 (a “Subsequent Financing”), the Purchaser WPG shall have the right to participate in such Subsequent Financing in an amount up to an amount $1,500,000 of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five four (54) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser WPG a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the fourth Trading Day after WPG has received the Subsequent Financing Notice (i) WPG has notified the Company that it (or its affiliated designee) does not elect to participate in the Subsequent Financing, or (ii) WPG has notified the Company that its (or its affiliated designee’s) willingness to participate in the Subsequent Financing is less than the total amount of the Subsequent Financing, then the Company may effect such Subsequent Financing or the remaining portion of such Subsequent Financing, as an attachmentapplicable, on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from WPG as of such fourth Trading Day after WPG has received the Subsequent Financing Notice, WPG shall be deemed to have notified the Company that it does not elect to participate. The Company must provide WPG with a second Subsequent Financing Notice, and WPG 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 days after the date of the initial Subsequent Financing Notice. Notwithstanding the foregoing, this Section 4.13 shall not apply to (a) shares of Common Stock or options to consultants, employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, (b) any equity securities issued pursuant to any equipment leasing arrangement or debt financing from a bank or similar financial institution whose primary business is lending money and not investing in securities, (c) any equity securities issued in connection with strategic transactions involving the Company and other entities, the primary purpose of which is not to raise capital, including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements (provided that the primary purpose of such transaction is not the raising of capital), (d) any securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination, (e) any securities issued in connection with the settlement of pending or threatened litigation or similar proceeding, (f) shares of Common Stock issued in conjunction with any stock split, stock dividend or recapitalization of the Company, (g) any securities issuable upon the exercise or conversion of, or pursuant to the anti-dilution provisions contained within, any agreement, option, restricted stock awards, preferred stock, promissory note, convertible promissory note or warrants outstanding on the date hereof (but not to the extent amended hereafter), (h) any shares of Common Stock issuable under the Transaction Documents (including those issued pursuant to the anti-dilution provisions contained therein), (i) shares of Common Stock issued in connection with the Company’s repurchase of the Company’s outstanding 5.25% Convertible Subordinated Debentures due 2004 and (j) shares of Common Stock issued to vendors in exchange for services rendered to the Company.

Participation in Future Financing. (a) From Until the date hereof until the date that is the twelve (12) 36 month anniversary of the Initial Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the such Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading 10 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the such Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the such Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading 1 Business Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and (subject to any confidentiality obligations) the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the principal amount of Debentures purchased by a Purchaser and (y) the sum of the aggregate principal amount of Debentures issued hereunder. If any Purchaser no longer holds any Debentures, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.14 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose or the issuance of Common Stock to employees of the Company in lieu of cash compensation which issuance has been voted and agreed to by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of the Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options, or warrants issued and outstanding on the Closing Date, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From the date hereof until 18 months following the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At Purchasers hereunder a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice; provided that the prior notice period for any such second notice of a Subsequent Financing shall be reduced to 2 Trading Days. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following: (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From the date hereof until the date that is earlier of the twelve (12) six month anniversary of after the Closing DateEffective Date or the date the first Subsequent Financing (as defined below) closes, upon any issuance by if the Company or any desires to effect an offering of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination an aggregate offering price of units hereof in a transaction exempt from registration under the Securities Act at least $6,071,988 (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an such Subsequent Financing in its proportionate amount of $6,071,988 of the Subsequent Financing equal to 75% based on such Purchaser’s proportionate amount of the Subsequent Financing; provided, that Common Stock issued to all Purchasers at the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent FinancingClosing. At least five four (54) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the fourth Trading Day after the Purchasers have received the Subsequent Financing Notice (i) a Purchaser has notified the Company that it (or its affiliated designee) does not elect to participate in the Subsequent Financing, or (ii) a Purchaser has notified the Company that its (or its affiliated designee’s) willingness to participate in the Subsequent Financing is less than the total amount of the Subsequent Financing, then the Company may effect such Subsequent Financing or the remaining portion of such Subsequent Financing, as an attachmentapplicable, 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 fourth Trading Day after the Purchasers have received the Subsequent Financing Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide each Purchaser with a second Subsequent Financing Notice, and each Purchaser 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 days after the date of the initial Subsequent Financing Notice. Notwithstanding the foregoing, this Section 4.13 shall not apply to (a) shares of Common Stock or options to consultants, employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, (b) any equity securities issued pursuant to any equipment leasing arrangement or debt financing from a bank or similar financial institution whose primary business is lending money and not investing in securities, (c) any equity securities issued in connection with strategic transactions involving the Company and other entities, the primary purpose of which is not to raise capital, including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements (provided that the primary purpose of such transaction is not the raising of capital), (d) any securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination, (e) any securities issued in connection with the settlement of pending or threatened litigation or similar proceeding, (f) shares of Common Stock issued in conjunction with any stock split, stock dividend or recapitalization of the Company, (g) any securities issuable upon the exercise or conversion of, or pursuant to the anti-dilution provisions contained within, any agreement, option, restricted stock awards, preferred stock, promissory note, convertible promissory note or warrants outstanding on the date hereof (but not to the extent amended hereafter), (h) any shares of Common Stock issuable under the Transaction Documents (including those issued pursuant to the anti-dilution provisions contained therein), and (i) shares of Common Stock issued to vendors in exchange for services rendered to the Company.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount 100% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment.thereto. If by 6:30 p.m. (New York City time) on the 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

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the Purchasers than those set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From For as long as the date hereof until the date that is the twelve (12) month anniversary of the Closing DatePreferred Stock remains outstanding, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination pursuant to any exemption from the registration requirements of units hereof in a transaction exempt from registration under the Securities Act for a non-public offering (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount such Subsequent Financing in the ratio determined by the outstanding Stated Value of Preferred Stock then held by such Purchaser divided by the outstanding Stated Value of all of the Subsequent Financing equal to 75% of Preferred Stock held by the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent FinancingPurchasers. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve Debentures (12including any Debentures issuable upon exercise of an Additional Investment Right) month anniversary or Additional Investment Rights of the Closing Dateapplicable Purchaser are no longer outstanding, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in purchase up to an amount 100% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 5:30 p.m. (New York City time) on the 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 Participation Maximum, then the Company may effect the remaining portion of such Participation Maximum 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 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 terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of (i) an attachmentExempt Issuance or (ii) issuances of up to, in the aggregate, 1,500,000 shares of Common Stock or Common Stock Equivalents (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) to consultants of the Company in any 12 month period pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose.

Participation in Future Financing. (a) From the date hereof Closing Date until six (6) months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance equity financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate participate, on a pro rata basis, in up to an amount 50% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser, subject to the Purchaser Purchaser's agreement to keep such information confidential, a written notice of its intention to effect a Subsequent Financing (“Pre-a "Subsequent Financing Notice”"), which Pre-Subsequent Financing Notice shall ask the Purchaser if it wants to review provide a summary of the details of such financing (such additional noticefinancing, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financingincluding, the amount of proceeds intended to be raised thereunder and a general description of the Person or Persons through or Person(s) with whom such Subsequent Financing is proposed to be effected effected. If a Purchaser desires to exercise its rights under this section and to participate in such Subsequent Financing, it shall include deliver notice to such effect to the Company within three (3) Trading Days after the date the Subsequent Financing Notice is delivered. If by 6:30 p.m. (New York City time) on the third Trading Day after delivery of the Subsequent Financing Notice to each of the Purchasers, notifications by the Purchasers of their willingness to participate in the Subsequent Financing is, in the aggregate, less than the Participation Maximum, then the Company may effect the remaining portion of such Participation Maximum (as well as the remaining portion of the Subsequent Financing) on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a term sheet or similar document relating thereto Purchaser as of such third 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 4.8, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 90 Trading Days after the date of the initial Subsequent Financing Notice. Notwithstanding the foregoing, this Section 4.8 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”"SUBSEQUENT FINANCING"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre"PRE-Notice”NOTICE"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”"SUBSEQUENT FINANCING NOTICE"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as an attachment.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

Participation in Future Financing. (a) From the date hereof until 360 days after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Company delivers to each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the principal amount of Debentures purchased by a Purchaser and (y) the sum of the aggregate principal amount of Debentures issued hereunder. Notwithstanding anything to the contrary herein, this Section 4.14 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of the Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any Capital Shares Equivalents issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital or subsequent exercise of any such Capital Shares Equivalents.

Participation in Future Financing. (a) From Beginning on the date hereof until Amendment Effective Date and ending on the date that is the twelve earlier of (i) the 12) -month anniversary of the Closing DateDate or (ii) the date on which the Purchaser’s Warrant has been redeemed in full or such Purchaser otherwise no longer beneficially owns any Warrants, upon any 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 in a transaction exempt from registration under the Securities Act an Equity Financing (a “Subsequent Financing”), the such Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% its Pro Rata Portion for an aggregate of twenty percent (20%) of the Subsequent Financing; provided, that Financing on the balance of the investors shall be satisfactory to the Purchaser same terms as contemplated by such Subsequent Financing (the “Participation MaximumRight”) on ), provided, however, that no Purchaser shall have the same terms, conditions right to exercise its Participation Right if approval of the Company’s stockholders would be required by the rules and price provided for regulations of the applicable Trading Market if such stockholder were to exercise its Participation Right in the connection with such Subsequent Financing. At least five Within two (52) Trading Days Day prior to the closing of the a Subsequent Financing, the Company shall deliver to will notify the Purchaser a written notice of its intention intent to effect a Subsequent Financing (the “Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants ) and upon Purchaser's confirmation of its desire to review the details of such financing Subsequent Financing (such additional noticewhich must be provided within 24 hours of the Company’s delivery of the Pre-Notice), a the Company will advise the Purchaser of the proposed material terms of the Subsequent Financing (the “Subsequent Financing Notice”). Upon the request Such Purchaser shall have 24 hours from receipt of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of elect to exercise its Participation Right for such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From the date hereof until a Purchaser holds in the date that is the twelve (12) month anniversary aggregate less than 25% of the Closing Dateoriginal principal amount of Debentures purchased hereunder, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), ) unless (i) the Company delivers to each such Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the “Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice”) of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of the proceeds to be raised in such Subsequent Financing on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the proceeds to be raised in such Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. For purposes of a Subsequent Financing, “Pro Rata Portion” is the ratio of (x) the principal amount of Debentures purchased by a Purchaser exercising its right to participate in such Subsequent Financing and (y) the sum of the aggregate principal amount of Debentures issued hereunder to participating Purchasers exercising their rights to participate in such Subsequent Financing. Notwithstanding anything to the contrary herein, this Section 4.14 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of the Debenture or any other security issued by the Company in connection with the offer and sale of this Company’s securities pursuant to this Agreement, or (c) the exercise of or conversion of any Capital Shares Equivalents issued and outstanding on the Original Issue Date, provided such securities have not been amended since the date hereof, or (d) the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital or subsequent exercise of any such Capital Shares Equivalents, (e) or in connection with the PPM Offering.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing Date12 months after such date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount 100% of such Subsequent Financing, with the express exception of the Subsequent Financing equal to 75% proposed acquisition of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions SVI Hotel Corporation and price provided for in the Subsequent Financingall financing transactions directly related thereto. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 5th Trading Day after the Purchaser has received the Pre-Notice, notifications of the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser 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. In the event the Company receives responses to Subsequent Financing Notices from the Purchaser seeking to purchase more than the aggregate amount of the Subsequent Financing, such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchaser. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 3 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the third (3rd) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal 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 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding anything to the contrary herein, this Section 4.12 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, (e) 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 6 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”"SUBSEQUENT FINANCING"), the each Purchaser shall have the right to participate in up to an amount 100% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"PARTICIPATION MAXIMUM"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre"PRE-Notice”NOTICE"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”"SUBSEQUENT FINANCING NOTICE"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 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. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "PRO RATA PORTION" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) eighteen month anniversary of the Closing Date, upon any 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 indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act thereof (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser amount invested hereunder (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Business Days prior to the closing of the Subsequent Financing, the Company and Mount Tam shall deliver to the Purchaser each Purchasers a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser Purchasers if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchasera Purchasers, and only upon a request by the Purchasersuch Purchasers, for a Subsequent Financing Notice, the Company and Mount Tam shall promptly, but no later than one (1) Trading Business Day after such request, deliver a Subsequent Financing Notice to the Purchasersuch Purchasers. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. If the Purchasers desires to participate in such Subsequent Financing must provide written notice to the Company and Mount Tam by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchasers has received the Pre-Notice that such Purchasers is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchasers has such funds ready, willing, and available for investment on the from the Purchasers as of such fifth (5th) Business Day, the Purchasers shall be deemed to have notified the Company and Mount Tam that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after 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 with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchasers has received the Pre-Notice, the Company or Mount Tam receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchasers shall have the right to purchase its portion of the Participation Maximum. The Company and Mount Tam must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 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. Notwithstanding anything to the contrary in this Section 4.8 and unless otherwise agreed to by the Purchasers, the Company and Mount Tam shall either confirm in writing to the Purchasers that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchasers will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchasers, such transaction shall be deemed to have been abandoned and the Purchasers shall not 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 Subject to compliance with applicable securities laws, until the date that is earlier of (i) such time as the twelve (12) month anniversary Purchaser Transfers more than [**] of the Closing DateShares and (ii) termination of the Standstill Period, upon any issuance of Common Shares by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents in a private placement to institutional investors for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act consideration (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At Company agrees at least five (5) [**] Trading Days prior to the closing of the Subsequent Financing, the Company shall to deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected. Upon receipt of the Subsequent Financing Notice, the Company and the Purchaser shall include a term sheet in good faith discuss the Purchaser’s participation in the Subsequent Financing up to the Purchaser’s Pro-Rata Share (as defined below) on the same terms, conditions and price provided for in the Subsequent Financing. For purposes of this Agreement, the Purchaser’s “Pro-Rata Share” shall be equal to the number of Common Shares deemed to be beneficially owned by the Purchaser immediately prior to the date of the Subsequent Financing Notice (based upon documentation or similar document relating thereto as an attachmentwritten representation reasonably satisfactory to the Company), divided by the total number of Common Shares outstanding (including any Common Shares issuable upon conversion or exercise of outstanding Common Share Equivalents deemed to be beneficially owned by the Purchaser and included in the numerator of its pre-Subsequent Financing Notice beneficial ownership calculation) immediately prior to the closing of the Subsequent Financing.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount 100% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 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. If the Company receives no notice from a Purchaser as an attachmentof 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 terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose or (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 3 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the third (3rd) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal 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 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding anything to the contrary herein, this Section 4.12 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount 100% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 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. If the Company receives no notice from a Purchaser as an attachment.of such fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. Subject to reasonable agreement between the Company and the Purchaser on the definitive documentation for the Subsequent Financing, the Purchaser shall be legally bound to participate in accordance with its acceptance notice. 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.9, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of an attachmentExempt 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 the date that is the twelve (12) month anniversary of 18 months after the Closing Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or of any debt obligation other than a combination of units hereof in loan from a transaction exempt from registration commercial lender not constituting a "security" under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5/th/) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal 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 with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing up to the aggregate of $3,000,000. "Pro Rata Portion" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding anything to the contrary herein, this Section 4.13 shall not apply to the following (a) the granting of options to employees, officers, directors or key consultants of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From Until the later of: (i) 12 months from the date hereof until of this Agreement and (ii) the date that is the twelve (12) month anniversary of the Closing DateNotes are no longer outstanding, upon any 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 the foregoing in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser Purchasers (as a group) shall have the right to participate in up to an amount of the Subsequent Financing equal to 7540% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital. Subsequent Equity Sales. From the date hereof until the Effective Date (the "Restricted Period"), neither the Company nor any Subsidiary shall issue additional shares of Common Stock or Common Stock Equivalents for an attachment.effective per share purchase price of Common Stock of less than 125% of the Per Share Purchase Price, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement (such issuances, "Dilutive Issuances"). For purposes of this Section 4.12, variable or future priced issuances, or issuances which include any future resets or adjustments (or are subsequently reset or adjusted) to the per share purchase price of Common Stock shall automatically be deemed Dilutive Issuances and prohibited hereunder during the Restricted Period. Notwithstanding anything to the contrary herein, this Section 4.12 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital. MISCELLANEOUS

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of 12 months after the Closing Date, provided the Purchaser continues to hold all or any portion of the Shares, upon any issuance financing by the Company or any of its Subsidiaries subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act debt securities (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate to exchange some or all of any of its Shares then held by it for any securities issued in up to an amount of the Subsequent Financing equal (such exchange to 75% be made at the same time as, and pursuant to, the closing of the Subsequent Financing; provided, that ) based on the balance Per Share Purchase Price of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent FinancingShares. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the Purchasera Purchaser (which shall be made within 2 Trading Days of delivery of a Pre-Notice), and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected (subject to confidentiality), and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. If by 6:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to exchange their Shares for securities to be issued in the Subsequent Financing such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the Purchasers than those set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice.

Participation in Future Financing. (a) From the date hereof until 18 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as an attachmentof 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 substantially on terms no more favorable to the Purchasers than those set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities (unless such amendment results from the application of any anti dilution provisions applicable to such securities) or (c) following the 120th day after the Closing Date, up to $3,000,000 principal amount of convertible debentures less any principal amounts of debentures purchased pursuant to Section 4.16 by any Crestview Entities (as defined therein) on identical terms as the debentures (including the conversion price) issuable pursuant to Section 4.16 (collectively, the "Exempt Securities").

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) 12 month anniversary of the Closing Date, upon any 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 the foregoing in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser Purchasers on a pro rata basis based on their subscription Amount shall have the right to participate in up to an amount of the Subsequent Financing equal to 7525% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the nature of the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. At least two Trading Days prior to sending the Pre-Notices, the Company shall provide the Purchasers with the Consent attached as Exhibit G. No Pre-Notices or Subsequent Financing Notices will be sent to any Purchasers who do not return to the Company executed Consents prior to the distribution of the Pre-Notices. Notwithstanding anything to the contrary in this Agreement, within 90 days of the Closing Date, any Subsequent Financing containing Indebtedness or any form of debt, shall require the prior written consent of the Lead Investor. Thereafter, until such time as the Notes are no longer outstanding, the Purchasers shall have the right to participate in 100% of any Subsequent Financing containing Indebtedness or any form of debt.

Participation in Future Financing. (a) From the date hereof Closing Date until nine (9) months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance private equity financing (i.e., non-public offering) 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate participate, on a pro rata basis, in up to an amount 50% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser, subject to the Purchaser Purchaser's agreement to keep such information confidential, a written notice of its intention to effect a Subsequent Financing (“Pre-a "Subsequent Financing Notice”"), which Pre-Subsequent Financing Notice shall ask the Purchaser if it wants to review provide a summary of the details of such financing (such additional noticefinancing, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financingincluding, the amount of proceeds intended to be raised thereunder and a general description of the Person or Persons through or Person(s) with whom such Subsequent Financing is proposed to be effected effected. If a Purchaser desires to exercise its rights under this section and to participate in such Subsequent Financing, it shall include deliver notice to such effect to the Company within three (3) Trading Days after the date the Subsequent Financing Notice is delivered. If by 6:30 p.m. (New York City time) on the third Trading Day after delivery of the Subsequent Financing Notice to each of the Purchasers, notifications by the Purchasers of their willingness to participate in the Subsequent Financing is, in the aggregate, less than the Participation Maximum, then the Company may effect the remaining portion of such Participation Maximum (as well as the remaining portion of the Subsequent Financing) on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a term sheet or similar document relating thereto Purchaser as of such third 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 4.8, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 90 Trading Days after the date of the initial Subsequent Financing Notice. Notwithstanding the foregoing, this Section 4.8 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of 6 months after the Closing Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount 100% of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such a proposed financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 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. If the Company receives no notice from a Purchaser as of such fifth 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 terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”"SUBSEQUENT FINANCING"), the each Purchaser shall have the right to participate in up to an amount twenty-five percent (25%) of the such Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"PARTICIPATION MAXIMUM"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre"PRE-Notice”NOTICE"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”"SUBSEQUENT FINANCING NOTICE"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the second 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, then the Company may effect the remaining portion of such Participation Maximum 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 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 terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "PRO RATA PORTION" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance or a one-time issuance of up to 1,500,000 Shares of Common Stock or Common Stock Equivalents to an existing stockholder of the Company for a fixed effective price per share equal to or greater than the Per Share Purchase Price.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), ) unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the “Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice”) of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “Pro Rata Portion” is the ratio of (x) such Purchaser’s Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.11 shall not apply to the following (a) the granting of options to employees, officers, directors or key consultants of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capita0l, or (e) securities issued to HPC Capital Management in connection with services rendered to the Company.

Participation in Future Financing. (a) From the date hereof until 6 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance other than (A) a one-time sale by the Company or any of up to $10 million of its Subsidiaries of Common Stock Capital Shares or Common Stock Equivalents for cash considerationCapital Shares Equivalents, Indebtedness or a combination of units hereof in the aggregate, in a transaction exempt from registration under firm commitment offering or (B) a one-time investment through an institutional investor introduced to the Securities Act (Company by a “Subsequent Financing”), the Purchaser shall have the right to participate strategic partner in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; providedup to, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Trading Days prior to the closing of the Subsequent Financingaggregate, $10,000,000, the Company shall deliver not effect a financing of its Capital Shares or Capital Shares Equivalents (a "Subsequent Financing") unless (i) the Company delivers to the Purchaser each of such Purchasers a written notice (the "Subsequent Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentand (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If the Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.16, 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 with the Person identified in the Subsequent Financing Notice. This Section 4.16 shall not be required or effective in connection with any strategic partnership or joint venture or acquisition or key consulting agreements (the primary purpose of which is not to raise equity capital for the Company). Notwithstanding anything herein to the contrary, in the event the Company reasonably believes a Subsequent Financing Notice constitutes material information of the Company, prior to delivering such notice, the Company may require the Purchaser to execute a written agreement regarding the confidentiality and use of such information.

Participation in Future Financing. (a) From For as long as the date hereof until the date that is the twelve (12) month anniversary of the Closing DatePreferred Stock remains outstanding, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination pursuant to any exemption from the registration requirements of units hereof in a transaction exempt from registration under the Securities Act for a non-public offering (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount such Subsequent Financing in the ratio determined by the outstanding Stated Value of Preferred Stock then held by such Purchaser divided by the outstanding Stated Value of all of the Subsequent Financing equal to 75% of Preferred Stock held by the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent FinancingPurchasers. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month two year anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount 100% of the any Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 5:30 p.m. (New York City time) on the 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. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) six month anniversary of the Closing Effective Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount 100% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) Trading 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading 1 Business Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. 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. 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. 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 20 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From For as long as the date hereof until the date that is the twelve (12) month anniversary of the Closing DateNotes remain outstanding, upon any issuance financing by the Company involving issuance or any potential issuance of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination pursuant to any exemption from the registration requirements of units hereof in a transaction exempt from registration under the Securities Act for a non-public offering (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an such Subsequent Financing in the ratio determined by the outstanding principal amount of Notes then held by such Purchaser divided by the Subsequent Financing equal to 75% sum of the Subsequent Financing; provided, that the balance outstanding principal amount of all of the investors shall be satisfactory to Notes held by all the Purchaser Purchasers plus the outstanding Stated Value (the “Participation Maximum”) on the same terms, conditions and price provided for as defined in the Subsequent FinancingSeries AA Securities Purchase Agreement) of all of the Preferred Stock held by the purchasers under the Series AA Securities Purchase Agreement. At least five (5) ten Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the tenth Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers and the purchasers under the Series AA Securities Purchase Agreement of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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. If the Company receives no notice from a Purchaser as of such tenth 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 terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachment.Exempt Issuance. 4.14

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) 12 month anniversary of the Closing Effective Date, upon any 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7550% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “"Incremental Financing Participation Maximum”" or "IFPM") on the same terms, conditions and price provided for in the Subsequent Financing, which participation, if any, shall be in addition to amounts raised in the Subsequent Financing. For clarity, the total participation of all Purchasers in the IFPM shall not exceed 50% of the Subsequent Financing. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. Any Purchaser desiring to participate in such IFPM must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the IFPM, 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 Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate.

Participation in Future Financing. (a) From the date hereof until the earlier of such time as a Purchaser no longer holds any Debentures and the closing date that is of a Fundamental Transaction (as defined in the twelve (12) month anniversary of the Closing DateDebentures), upon any issuance by and except for Exempt Transactions, the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), ) unless the Company delivers to each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the “Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice”) of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. Each Purchaser may participate in up to 100% of such Subsequent Financing (subject to the limitations below) by notifying the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice, and if the Company still desires to effect such financing. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the principal amount of Debentures purchased by such Purchaser and (y) the sum of the aggregate principal amount of Debentures issued hereunder held by Purchasers participating in the Subsequent Financing. If any Purchaser no longer holds any Debentures, then the right of participation granted under this Section 4.14 shall no longer apply to such Purchaser and the Pro Rata Portion of such Purchaser shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.14 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Supervisory Board of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the conversion or exercise of the Debentures or any other security issued by the Company in connection with the offer and sale of this Company’s securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Original Issue Date, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From For as long as the date hereof until the date that is the twelve (12) month anniversary of the Closing DatePreferred Stock remains outstanding, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment.thereto. If by 6:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to provide) 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

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) 18 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness debt securities for cash consideration or a combination of units hereof in a transaction exempt from registration under the Securities Act thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7550% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, that, in accordance with clause (d) below, in no event shall the Purchasers in the aggregate have the right to participate in more than the Participation Maximum of any Subsequent Financing. At least five (5) Trading Days During or prior to the closing time period that the New York Stock Exchange is open (the "Trading Hour Period") on the Trading Day prior to the Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”); provided, however, the Company may deliver a Pre-Notice during such time other than during the Trading Hour Period, provided that such Pre-Notice shall be deemed to have been delivered at 9:30 a.m. on the next Trading Day, which Pre-Notice shall ask the such Purchaser if it wants to review receive material non-public information about the details Company without providing any material non-public information to such Purchaser in such Pre-Notice. Upon the consent of a Purchaser, and only upon a consent of such financing Purchaser, to receive material non-public information about the Company, the Company shall promptly deliver a notice to such Purchaser (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice which shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. If a Purchaser does not, within 3 hours after the later of (i) the actual delivery of a Pre-Notice and (ii) the deemed delivery of a Pre-Notice, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company's obligations pursuant to this Section 4.11 with respect to such Purchaser shall cease.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or such time as a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75no longer holds at least 5% of the Subsequent Financing; providedDebentures initially purchased hereunder at the First Closing, that the balance Company shall not effect a financing of its Capital Shares or Capital Shares Equivalents (a "SUBSEQUENT FINANCING") unless (i) the investors shall be satisfactory Company delivers to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At each of such Purchasers a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the Subsequent Financing, the Company shall deliver to the Purchaser a written notice "SUBSEQUENT FINANCING NOTICE") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. "PRO RATA PORTION" is the ratio of (x) the principal amount of Debentures purchased by a Purchaser and (y) the sum of the aggregate principal amount of Debentures issued hereunder. If any Purchaser no longer holds any Debentures, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.7 shall not apply to the following (a) the granting or issuance of shares of Common Stock or options to employees, officers, consultants and directors of the Company pursuant to any stock option plan or incentive plan or agreement or arrangement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, provided the primary purpose of such plan, agreement or arrangement is not to raise capital, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof, or (d) the issuance of any securities in connection with acquisitions, strategic investments or strategic partnering arrangements, 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 twelve (12) month one year anniversary of the Closing Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount the lesser of (a) 100% of the Subsequent Financing equal to 75% and (b) $2,000,000 of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed attached to which shall be effected and shall include a term sheet or similar document relating thereto thereto. If by 5:30 p.m. (New York City time) on the 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 set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, 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. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an attachmentExempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month one year anniversary of the Closing Datedate hereof, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount the greater of (i) 25% of the Subsequent Financing and (ii) an amount equal to 75% the aggregate principal amount of all Debentures then outstanding (the "Participation Maximum"); provided, however, that in no event shall the Company be required to increase the amount of the Subsequent Financing; provided, that further, this Section 4.13 shall not apply if it shall cause the balance of the investors shall be satisfactory Company to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financingviolate Section 4.4 herein. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 5:30 p.m. (New York City time) on the 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 Participation Maximum, then the Company may effect the remaining portion of such Participation Maximum 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 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 terms set forth in such Subsequent Financing Notice within 15 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of (i) an attachmentExempt Issuance and (ii) issuances of up to, in the aggregate, 75,000 shares of Common Stock in any 12-month period.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) 24 month anniversary of the First Closing Date, upon any issuance financing 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 in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount 100% of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “"Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing"). At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 5:30 p.m. (New York City time) on the 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. If the Company receives no notice from a Purchaser as an attachment.of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. Notwithstanding anything herein to the contrary, in the event the Purchasers do not elect to participate in a Subsequent Financing for at least, in the aggregate among the Purchasers, 25% of such Subsequent Financing and such Subsequent Financing is consummated, the Purchasers shall no longer have a right to participate in future Subsequent Financings. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice

Participation in Future Financing. (a) From the date hereof Closing Date until the date that is the twelve (12) month first anniversary of the Closing Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Company delivers to each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder thereunder, and the Person or Persons through or with whom such Subsequent Financing is proposed attached to which shall be effected and shall include a term sheet or similar document (which may be redacted to protect any confidential information) relating thereto and (ii) such Purchaser shall not have notified the Company by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of up to the greater of (a) an amount equal to the lesser of (i) 100% of such Subsequent Financing and (ii) a fraction of such Subsequent Financing, the fraction of which is determined by dividing the principal amount of Debentures then outstanding by the dollar amount of Capital Shares or Capital Shares Equivalents to be purchased in such Subsequent Financing and (b) 10% of such Subsequent Financing (such amount, the "Participation Maximum") to the Company on substantially the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on substantially the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the Participation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Participation Maximum. For purposes of a Subsequent Financing, "Pro Rata Portion" is the ratio of (x) the principal amount of Debentures purchased by a Purchaser exercising its right to participate in such Subsequent Financing and (y) the sum of the aggregate principal amount of Debentures held by Purchasers exercising their rights to participate in such Subsequent Financing. Notwithstanding anything to the contrary herein, this Section 4.14 shall not apply to the following (a) the granting or issuance of shares of Common Stock or options (or exercise thereof) to or by employees, officers, directors or consultants (provided that in the case of consultants, such issuance of Capital Shares and grants of Capital Share Equivalents does not exceed, in the aggregate, 200,000 Capital Shares or Capital Shares Equivalents convertible into or exchangeable for 200,000 Capital Shares per any 12 month period) of the Company pursuant to any stock option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to the Transaction Documents, or (c) the exercise of or conversion of any Capital Shares Equivalents issued and outstanding on the Closing Date, provided such securities have not been amended since the Closing Date in order to reduce the exercise price, increase the number of shares issuable or accelerate the date on which such Capital Share Equivalents may be exercised, or (d) the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital, or subsequent exercise of any such Capital Shares Equivalents.

Participation in Future Financing. (a) From For twenty-four (24) months after the date hereof until the date that is the twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents or preferred stock for cash consideration, Indebtedness or a combination of units securities hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate on a pro rata basis in the aggregate up to an amount of the Subsequent Financing equal to 7535% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the a Purchaser, and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the 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

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal 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 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) such Purchaser's Subscription Amount and (y) the aggregate sum of all of the Subscription Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.12 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is the twelve (12) month anniversary of the Closing Effective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) the Purchaser shall have the right Company delivers to participate in up to an amount each of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At such Purchasers a written notice at least five (5) 10 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) such Purchaser shall not have notified the Company by 6:30 p.m. (New York City time) on the tenth (10th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal 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 with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachmentdefined below) of the Capital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the principal amount of Debentures purchased by a Purchaser and (y) the sum of the aggregate principal amount of Debentures issued hereunder. Notwithstanding anything to the contrary herein, this Section 4.13 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose or the issuance of Common Stock to employees of the Company in lieu of cash compensation which issuance has been voted and agreed to by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of the Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options, or warrants issued and outstanding on the Closing Date, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital or (e) other than any public offering of securities off of a shelf registration statement pursuant to Rule 415 under the Securities Act, any registered public offering of Capital Shares or Capital Share Equivalents.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of 12 months after the Closing Date, upon any issuance financing by the Company or any of its Subsidiaries subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”"), the each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the such Subsequent Financing. At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of the Purchasera Purchaser (which shall be made within 2 Trading Days of delivery of a Pre-Notice), and only upon a request by the such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to the such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected (subject to confidentiality), and attached to which shall include be a term sheet or similar document relating thereto thereto. If by 6:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications of the Purchasers of their willingness to participate in the Subsequent Financing 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. If the Company receives no notice from a Purchaser as an attachmentof 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 6.2, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the Purchasers than those set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers.

Participation in Future Financing. (a) From the date hereof until the date that is the twelve (12) month anniversary of the Closing Date--------------------------------- such time as a Purchaser no longer holds any Debentures, upon any issuance by and except for Exempt Transactions, the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “"Subsequent Financing”), ") unless (i) -------------------- the Purchaser shall have the right Company delivers to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At Purchasers' Representative a written notice at least five (5) 5 Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to the Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)--------------------------- Financing, which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto and (ii) Purchasers' Representative shall not have notified the Company by 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its and/or other Purchasers' willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of their willingness to participate in the Subsequent Financing, 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; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 4.16, 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 with the Person identified in the Subsequent Financing Notice, and if the Company still desires to effect such financing. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as an attachment.defined below) of the Capital Shares or Capital Shares Equivalents to be issued