Common use of Participation in Future Financing Clause in Contracts

Participation in Future Financing. (a) Until the End Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.

Participation in Future Financing. (a) Until From the End 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, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units hereof in a transaction exempt from registration under the Securities Act (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10075% of the Subsequent Financing Financing; provided, that the balance of the investors shall be satisfactory to the Purchaser (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) . At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a the Purchaser, and only upon a request by such the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such the Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a the Purchaser as of such tenth fifth (10th 5th) Trading Day, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice, notifications notification by the Purchasers Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.

Participation in Future Financing. (a) Until For so long as any portion of any of the End DateNotes is outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereofdebt for cash consideration, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of NotesIndebtedness, assignment, or any combination of units hereof (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing. In addition to such Purchaser’s other available remedies, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser pay to the Purchaser, as partial liquidated damages and not as a penalty, the sum of such public offering when it is lawful for $100,000.00 (either in cash or in the Company form of a convertible note on terms and conditions substantially similar to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval terms and conditions of the lead underwriter Notes, in each case at the sole option of such underwritten public offeringthe Purchaser). (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a the Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 the Purchaser as of such tenth fifth (10th 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 fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice, notifications by the Purchasers Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers the Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, each such the Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder by a the Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until Subject to any existing obligations of the End DateCompany, from the date hereof until the date that is the 12-month anniversary of the Closing, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents or debt for cash consideration, Indebtedness or a combination thereofof units hereof, other than (i) any issuance that is through a rights public underwritten offering or to all holders an investor or a group of investors that already own Common Stock which does not include extending such rights offering to holders of Notes, or Common Stock Equivalents (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal in an amount up to 100% of the Subsequent Financing such Purchaser’s Subscription Amount (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserPurchaser within two (2) Trading Days after the Pre-Notice, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not no later than 5:30 p.m. two (New York City time) on the tenth (10th2) Trading Day Days after all delivery of the Purchasers have received the Pre-such Subsequent Financing Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End date hereof until one year after the Initial Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, ) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten seven (107) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.14 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.14.

Participation in Future Financing. (ai) Until From the End date hereof until the date that is the 36 month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or equivalent of Common Stock Equivalentsfor cash consideration, Indebtedness indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), including any registered offering filed with the Purchasers SEC on Form S-1, Form S-3 or otherwise, the Buyer shall have the right to participate in up to an amount of the Subsequent Financing equal to 100at least 50% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (bii) At least ten five (105) Trading Days (as defined in the Note) prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser the Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Buyer if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserBuyer, and only upon a request by such PurchaserBuyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public informationBuyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (ciii) Any Purchaser desiring In the event the Buyer desires to participate in such Subsequent Financing the Buyer must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after all of the Purchasers have Buyer received the Pre-Notice that the Purchaser such Buyer is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (iv) Notwithstanding anything to the contrary in this Section 4(q) and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Buyer 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 the Company receives no such notice from a Purchaser as of by such tenth (10th Trading Day10th) business day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such Purchaser transaction shall be deemed to have notified the Company that it does been abandoned and such Buyer shall not elect be deemed to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all be in possession of the Purchasers have received the Preany material, non-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and public information with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications respect to the Company consistent with the terms set forth in the Subsequent Financing Noticeor any of its Subsidiaries. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.

Participation in Future Financing. (a) Until the End Datelater of: (i) 12 months from the date of this Agreement and (ii) the date that the Notes are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of the foregoing in a transaction exempt from registration under the Securities Act (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 10060% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) . At least ten (10) five Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) fifth Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) 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 of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (ed) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 24 month anniversary of the Initial Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, ) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled subject to purchase any particular amount of such public offering without the reasonable approval of the lead underwriter of such underwritten public offeringunderwriter. (b) At least ten seven (107) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.

Participation in Future Financing. Subject to the terms of the Senior Debenture Purchase Agreement: (a) Until From the End date hereof until the one (1) year anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days 24 hours prior to the closing public announcement of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one promptly (1and at least 12 hours prior to the announcement of the Subsequent Financing) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day 24 hours after all of the Purchasers have received the Pre-Notice (provided that such Purchaser shall have had at least 12 hours (including at least 6 hours during a Trading Day) to review the Subsequent Financing Notice) (the “Notice Termination Time”) 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 tenth (10th Trading Daytime, 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 fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-NoticeNotice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their Affiliate designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12 month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units hereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), each Purchaser that has purchased shares (alone or together with an Affiliate) for a Subscription Amount (or aggregate Subscription Amounts if combined with the Purchasers Subscription Amounts of Affiliates) equal to a minimum of $2,000,000 (a “Qualifying Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser (i) to confirm that it is a Qualifying Purchaser and (ii) if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Qualifying Purchaser, and only upon a request by such Qualifying 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 such Qualifying Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 Qualifying 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Qualifying Purchaser is willing to participate in the Subsequent Financing, the amount of such Qualifying Purchaser’s participation, and representing and warranting that such Qualifying 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 tenth fifth (10th 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 fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Qualifying Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, the Company receives responses to a Subsequent Financing Notice from Qualifying Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Qualifying Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until From the End Datedate 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, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units hereof in a transaction exempt from registration under the Securities Act (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10075% of the Subsequent Financing Financing; provided, that the balance of the investors shall be satisfactory to the Purchasers (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) . At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth fifth (10th 5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (ed) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12 month anniversary of the Effective Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, Preferred Stock) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes shares of Preferred Stock and Warrants purchased hereunder by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the twenty-four (24) month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, Preferred Stock) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten seven (107) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes shares of Preferred Stock and Warrants purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that no Debentures remain outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or a combination thereof, other than Equivalents (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) . At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) thereto. Any Purchaser desiring 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 tenth (10th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th 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 fifteenth (15th ) 5th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.

Participation in Future Financing. (a) Until the End Datelater of: (i) 24 months from the date of this Agreement and (ii) the date that the Notes are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of the foregoing in a transaction exempt from registration under the Securities Act (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers (as a group) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10015% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) . At least ten (10) five Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) fifth Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) 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 of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (ed) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until For a period of 12 months from the End Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers Purchaser shall have the right to participate in each and every offering or sale of any securities of the Issuer (a “Financing”) as follows: (i) if the Financing is an equity or equity based or equity included financing (including, but not limited to, convertible debt and/or other equity), the Purchaser shall be entitled to purchase in such Financing such amount of securities of the Issuer up to an amount of such that the Subsequent Purchaser’s percentage ownership in the Issuer (determined on a fully diluted basis) after the Financing equal is not less than the Purchaser’s percentage ownership (determined on a fully diluted basis) in the Issuer immediately prior to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata ). In the event that the Issuer proposes to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent conduct a Financing, the Company Issuer shall deliver to each first notify the Purchaser a written notice in writing of its intention to effect conduct a Subsequent Financing (the “Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 and effected. The Purchaser shall include be entitled in a term sheet or similar document relating thereto as an attachmentFinancing to purchase the same securities and/or debt on the most favorable terms offered to any other party. (c1) Any The Purchaser desiring shall have an option for a period of fifteen (15) calendar days from the date of receipt of such Financing Notice to participate in any such Subsequent Financing must provide written notice up to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participateParticipation Maximum. (d2) If by 5:30 p.m. The Purchaser may exercise such purchase option and, thereby, purchase all (New York City timeor any portion) on the fifteenth (15th ) 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 Purchaser’s Participation Maximum of in Financing by notifying the Subsequent FinancingIssuer in writing, then the Company may affect the remaining portion before expiration of such Subsequent Financing on 15-day period as to the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion number of such Subsequent Financing as set forth in their notifications securities and/or debt that it wishes to the Company consistent with the terms set forth in the Subsequent Financing Noticepurchase. (e3) 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, the Company receives responses The Purchaser electing to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have exercise the right to purchase its Pro Rata Portion full Participation Maximum in a Financing (as defined belowa “Participating Purchaser”) shall have a right of re-allotment such that, if any other Purchaser fails to exercise the right to purchase its full Participation Maximum in a Financing, each such Participating Purchaser may elect to purchase all of (or any portion of) the Participating Purchaser’s pro rata share of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes offered securities and/or debt not previously purchased hereunder by a Purchaser. (4) If the Purchaser participating under this Section 4.16 and (yelects not to participate in one or more Financings, such election(s) shall in no way affect the sum right of the aggregate principal amounts of Notes purchased hereunder by Purchaser to participate in all Purchasers participating under this Section 4.16.future Financings

Participation in Future Financing. (a) Until From the End Datedate hereof through the 18 months after the Shares and Warrant Shares (assuming cashless exercise thereof) may be sold pursuant to a registration statement or Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions and Company counsel has delivered to the Purchasers standing written unqualified opinion that resales may then be made by Purchasers holding such Shares and Warrant Shares pursuant to such registration statement or exemption, which opinion shall be in form and substance reasonably acceptable to such holders, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereofof cash consideration and Indebtedness, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of NotesStock, or (ii) an underwritten public offering of Common Stock or Common Stock Equivalents, or (iii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers that still own outstanding Securities shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth fifth (10th 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 fifteenth fifth (15th 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 who at the time are Accredited Investors to participate) is, in the aggregate, equal to or less than the total aggregate amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Shares and Warrants purchased hereunder by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until eighteen (18) months after the End Date, Closing Date upon any proposed issuance by the Company or any of its Subsidiaries of Common StockOrdinary Shares, Common Stock Ordinary Shares Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock Ordinary Shares (which does not may include extending such rights offering to holders of NotesNotes on an as-converted basis), or (ii) an Exempt Issuance (each such proposed issuance other than (a) (i) and (ii), a “Subsequent Financing”), the Purchasers and the Subsequent Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts principal amounts of indebtedness issued on the Closing Date and any other applicable closing dates pursuant to which Subsequent Purchasers purchased securities on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth tenth (15th 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 of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth tenth (5th10th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12 month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes shares of Common Stock purchased hereunder by a Purchaser participating under this Section 4.16 4.18 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.18.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the fifteen (15)-month anniversary of the Effective Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common StockShares, Common Stock EquivalentsShares Equivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Qualified Purchasers shall shall, in the aggregate, have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the amount of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing . A “Qualified Purchaser” is an underwritten public offering, in which case the Company shall notify each a Purchaser hereunder with a Subscription Amount of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offeringat least $500,000. (b) At least ten Approximately four (104) Trading Days (or, in the case of a firm commitment underwritten public offering, approximately 12 hours) prior to the closing of the Subsequent Financing, the Company shall deliver to each Qualified Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Qualified Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Qualified Purchaser, and only upon a request by such Qualified Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day (or, in the case of a firm commitment underwritten public offering, approximately 12 hours prior) after such request, deliver a Subsequent Financing Notice to such Qualified Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 Qualified 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 tenth third (10th3rd) Trading Day (or, in the case of a firm commitment underwritten public offering, approximately 12 hours) after all of the Qualified Purchasers have received the Pre-Notice that the Qualified Purchaser is willing to participate in the Subsequent Financing, the amount of such Qualified Purchaser’s participation, and representing and warranting that such Qualified 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 Qualified Purchaser as of such tenth third (10th 3rd) Trading DayDay (or, in the case of a firm commitment underwritten public offering, such 12 hours), such Qualified 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 fifteenth third (15th 3rd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) 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 Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) after all of the Qualified Purchasers have received the Pre-Notice, the Company receives responses to a the Subsequent Financing Notice from Qualified Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Qualified Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Qualified Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Qualified Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that less than twenty-five percent (25%) of the Warrants purchased hereunder by a given Purchaser (any such Purchaser then holding more than 25% of the Warrants purchased hereunder, an “Eligible Purchaser”) are outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or a combination thereof, other than Equivalents for cash consideration (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Eligible Purchaser shall have the non-transferable right to participate in the Subsequent Financing up to an amount that shall permit such Eligible Purchaser to beneficially own the same percentage of the Company after such Subsequent Financing equal to 100% of the as before such Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing. When determining the Participation Maximum, unless such Eligible Purchaser’s beneficial ownership before the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase calculated by dividing the securities held by such Eligible Purchaser on a fully diluted basis by the Company’s issued and outstanding shares of Common Stock as reported in the last periodic SEC Report and such Eligible Purchaser’s beneficial ownership immediately following the Subsequent Financing shall be calculated by dividing the securities held by such Eligible Purchaser on a fully diluted basis immediately following such Subsequent Financing by the Company’s issued and outstanding shares of Common Stock as reported in the last periodic SEC Report including any particular amount of such public offering without shares issued or issuable in the approval of the lead underwriter of such underwritten public offeringSubsequent Financing on a fully diluted basis. (b) At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Eligible Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Eligible Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a an Eligible Purchaser, and only upon a request by such Eligible 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 such Eligible Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 Eligible 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 tenth (10th) 5th Trading Day after all of the Eligible Purchasers have received the Pre-Notice that the Eligible Purchaser is willing to participate in the Subsequent Financing, the amount of such the Eligible Purchaser’s participation, and representing and warranting that such the Eligible 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 Eligible Purchaser as of such tenth (10th 5th Trading Day, such Eligible 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 fifteenth (15th ) 5th Trading Day after all of the Eligible Purchasers have received the Pre-Notice, notifications by the Eligible Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice Notice. (e) The Company must provide the Eligible Purchasers with a second Subsequent Financing Notice, and the Eligible Purchasers shall simultaneously affect their portion will again have the right of such participation set forth above in this Section 4.12, if the Subsequent Financing as set forth in their notifications subject to the Company consistent with 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. (ef) If by 5:30 p.m. (New York City timeNotwithstanding the foregoing, this Section E(17) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio not apply in respect of (xi) the principal amount an Exempt Issuance or (ii) an underwritten public offering of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16Common Stock.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that no Preferred Stock is outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or a combination thereof, other than Equivalents for cash consideration (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% the ratio of (i) the Stated Value of Preferred Stock sold to the Purchasers on the Closing Date to (ii) the proposed aggregate gross proceeds of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts ), on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th 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 fifteenth (15th ) 5th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12 [plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause [(d) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that is the 12-month anniversary of the Effective Date (which, if there are multiple Effective Dates, shall be the last Effective Date as it relates to Securities actually issued under this Agreement), upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth fifth (10th 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 fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Dates by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Dates by all Purchasers participating under this Section 4.164.12 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause.

Participation in Future Financing. (a) Until the End Datelater of: (i) 24 months from the date of this Agreement and (ii) the date that the Notes are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of the foregoing in a transaction exempt from registration under the Securities Act (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers (as a group) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10015% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) . At least ten (10) five Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) fifth Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) 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 of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (ed) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 ‎4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.16‎4.11.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that is the 18 month anniversary of the date hereof, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness (or a combination thereof, other than of units hereof) (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% that percentage of the Subsequent Financing (the “Participation Maximum”) pro rata equal to each other in proportion to their Subscription Amounts the Purchaser’s percentage ownership of the then outstanding shares of Common Stock on a fully-diluted basis on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 3 Trading Day Days after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End Closing Date until the date that is the five-year anniversary of the Closing Date, upon any proposed issuance by the Company Issuer or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness indebtedness or a combination thereof, of units thereof other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each as defined in the Note) or Excluded Stock (as defined in the Warrant) or an issuance of Common Stock or Common Stock Equivalents under Section 4.25 of the Secured SPA following a “Subsequent Financing” as defined in the Secured SPA (a “Subsequent Financing”), the Purchasers each Purchaser that then owns at least $20,000,000 principal amount of Notes (when aggregated with any Affiliates of such Purchaser) shall each have the right to participate in up to an amount of the Subsequent Financing equal to 100% an amount of the Subsequent Financing such that such Purchaser’s ownership of the Issuer (assuming conversion of the “Participation Maximum”Notes and ignoring for such purpose any conversion or exercise limitations included in the Notes) pro rata remains the same immediately following such Subsequent Financing as it ownership immediately prior to each other in proportion to their Subscription Amounts such Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company subject to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offeringthis Section 4.25. (b) At least ten (10) Trading Days days prior to the closing of the Subsequent Financing, the Company Issuer shall deliver to each such Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a such Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company Issuer shall promptly, but no later than one three (13) Trading Day days after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 such Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company Issuer by not later than 5:30 p.m. (New York City time) on the tenth seventh (10th7th) Trading Day day after all of the Purchasers have received the Pre-Subsequent Financing Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 Issuer receives no such notice from a Purchaser as of such tenth seventh (10th Trading Day7th) day, such Purchaser shall be deemed to have notified the Company Issuer that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth seventh (15th 7th ) Trading Day day after all of the such Purchasers have received the Pre-Subsequent Financing Notice, notifications by the such Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of up to which such Purchasers may participate in the Subsequent Financing, then the Company Issuer may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice Notice. (e) The Issuer must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers shall simultaneously affect their portion will again have the right of such participation set forth above in this Section 4.25, if the Subsequent Financing as set forth in their notifications subject to the Company consistent with initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within ninety (90) Trading Days after the date of the initial Subsequent Financing Notice. (ef) If by 5:30 p.m. (New York City time) on The Issuer and each Purchaser agrees that if any Purchaser elects to participate in the fifth (5th) Trading Day after all Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision that is intended to exclude one or more of the Purchasers have received the Pre-Notice, the Company receives responses to from participating in a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16Financing.

Participation in Future Financing. (a) Until the End Date, upon any proposed issuance by If the Company proposes to offer or sell any of its Subsidiaries of Common StockNew Securities, Common Stock Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”)at any time from Closing through the IPO, the Purchasers Company shall first offer the New Securities to Raven and the Investors. The Company acknowledges and agrees that the right of Raven set forth in this Section 4.2 will be senior to the rights of any other Person or Persons granted preemptive rights, rights of first offer or similar rights to purchase New Securities subsequent to the date of this Agreement. In any Subsequent Closing, Raven shall have the first right to participate in each Subsequent Financing up to an amount fifty percent (50%) of the Subsequent Financing equal to 100% of the New Securities issued or offered in a Subsequent Financing (the “Raven Participation MaximumAmount”) pro rata and the Investors shall have a first right to each other purchase up to fifty percent (50%) of the New Securities issued or offered in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the a Subsequent Financing is an underwritten public offering(the “Investor Participation Amount”). If the Investors purchase less than the Investor Participation Amount, in which case the Company then Raven shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled have a secondary right to purchase any particular amount of such public offering without the approval of New Securities not purchased by the lead underwriter of such underwritten public offeringInvestors as set forth in subsection c. below. If Raven purchases less than the Raven Participation Amount, then the Investors shall have a secondary right to purchase the New Securities not purchased by Raven as set forth in subsection d. below. (b) a. At least ten five (105) Trading Days prior to the closing of the a Subsequent Financing, the Company shall deliver to each Purchaser Raven a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Raven if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserRaven, and only upon a request by such PurchaserRaven, 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 such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public informationRaven. The 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 b. If Raven desires to participate in such Subsequent Financing Financing, it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Day after all of the Purchasers have Raven has received the Pre-Notice that the Purchaser Raven is willing to participate in the Subsequent Financing, the amount of such PurchaserRaven’s participation, and representing and warranting that such Purchaser Raven 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 Raven as of such tenth fifth (10th 5th) Trading Day, such Purchaser Raven shall be deemed to have notified the Company that it does not elect to participate. (d) c. If by 5:30 p.m. (New York City time) on the fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have Raven has received the Pre-Notice, notifications by the Purchasers Investors of their it or his willingness to participate in the Subsequent Financing (or to cause their designees his or its designee to participate) is, in the aggregate, is less than the total amount of the Investor Participation Maximum Amount, then the Company shall offer to sell Raven the remaining New Securities that the Investors did not purchase, and if Raven does not purchase all of the Subsequent Financingremaining New Securities, then the Company may affect sell the remaining portion of such New Securities in a Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) d. If by 5:30 p.m. (New York City time) on the fifth (5th5th ) Trading Day after all of the Purchasers have Raven has received the Pre-Notice, notifications by Raven of its willingness to participate in the Subsequent Financing (or to cause its designee to participate) is less than the total amount of the Raven Participation Amount, then the Company receives responses shall offer to sell the Investors the remaining New Securities that Raven did not elect to purchase pursuant to the terms of the Securities Purchase Agreement, and if the Investors do not purchase all of the remaining New Securities pursuant to the terms of the Securities Purchase Agreement, then the Company may sell the remaining portion of such New Securities in a Subsequent Financing Notice from Purchasers seeking to purchase more than on the aggregate amount of terms and with the Participation MaximumPersons set forth in the Subsequent Financing Notice. e. The Company must provide Raven with a second Subsequent Financing Notice, each such Purchaser shall and Raven will again have the right of participation set forth above in this Section 4.2, if the Subsequent Financing subject to purchase its Pro Rata Portion the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (as defined below30) Trading Days after the date of the Participation Maximum. “Pro Rata Portion” means initial Subsequent Financing Notice. f. Notwithstanding the ratio foregoing, this Section 4.2 shall not apply in respect of (x) an Exempt Issuance. g. Nothing contained in this Section 4.2 shall be deemed to constitute a waiver of the principal amount rights of Notes purchased hereunder by a Purchaser participating Raven to approve of the issuance of New Securities as required in Section 4.4 of this Agreement. h. The Company will not grant any other Person or Persons any preemptive rights, rights of first offer or similar rights to acquire New Securities, unless such rights are subordinate to the rights of Raven granted under this Section 4.16 4.2 and (y) the sum Raven has consented to any such grant of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16such rights.

Participation in Future Financing. (a) Until Subject to Section 4.12(g), from the End date hereof until the date that is the twenty-four month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness (or a combination thereof, other than of units hereof) (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, provided to the Company in writing after receipt of a Pre-Notice, and only upon a request by 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 such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 Each 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 tenth (10th) 10th Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing desires to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does elects not elect to participateparticipate in the Subsequent Financing. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) 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) isindicates a desire to purchase, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth tenth (5th10th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Participation in Future Financing. (a) Until For a period ending on the End 18-month anniversary of the Initial Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness debt, or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not include includes extending such rights offering to holders of NotesPreferred Stock), or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 10025% of the gross proceeds to be received by the Company at the closing of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offeringoffering or if the Purchaser’s participation or level of participation would violate the rules of any Trading Market on which the Common Stock is then listed or quoted or would require stockholder approval under such rules and the Company has not otherwise agreed to seek stockholder approval for any aspect of such Subsequent Financing. (b) At least ten (10) five Trading Days prior to the anticipated closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information, that it will keep such information confidential and that it will not trade in any securities of the Company while in possession of such information. The 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 if available in connection with such Subsequent Financing, shall include a term sheet or similar document relating thereto as an attachment. If a Purchaser advises the Company that it does not want to review the details of such financing or does not respond to the Company’s Pre-Notice prior to 5:30 p.m. (New York City time) on the second Trading Day after its receipt of the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. (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 tenth (10th) second Trading Day after all its receipt of the Purchasers have received the Pre-Subsequent Financing Notice that the 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 summarized in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as by 5:30 p.m. (New York City time) on the second Trading Day after its receipt of such tenth (10th Trading Daythe Subsequent Financing Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participateparticipate in such Subsequent Financing. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) second Trading Day after all their receipt of the Purchasers have received the Pre-Subsequent Financing Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) isare, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) second Trading Day after all their receipt of the Purchasers have received the Pre-Subsequent Financing 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes Preferred Stock purchased hereunder by a Purchaser participating under this Section 4.16 4.18 and (y) the sum of the aggregate principal amounts of Notes Preferred Stock purchased hereunder by all Purchasers participating under this Section 4.164.18.

Participation in Future Financing. (a) Until Subject to compliance with applicable securities laws, from the End Datedate hereof until the earlier of (i) the second anniversary of the Closing Date or (ii) expiration of the Term (as such term is defined in the Collaboration Agreement), upon (1) any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders unregistered shares of Common Stock which does not include extending such rights offering to holders of Notes, or Common Stock Equivalents (a “Private Offering”) or (ii2) an Exempt Issuance any issuance by the Company of registered shares of Common Stock or Common Stock Equivalents (each a “Public Offering” and together with the Private Offering, a “Subsequent Financing”), in each case for cash consideration, indebtedness or a combination thereof, then for a Private Offering the Purchasers 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 up to 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 and at the same price as the securities offered in the Subsequent Financing and on the same other terms (except for reasonable modifications in the terms of 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 Purchaser) as such securities are offered to other investors in the Subsequent Financing. For purposes of this Agreement, the Purchaser’s “Pro-Rata Share” shall be equal to 100% the lesser of (x) 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 “Participation Maximum”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) pro rata immediately prior to each other the closing of the Subsequent Financing or (y) the number of shares of Common Stock that would result in proportion Purchaser beneficially owning 15.0% of the outstanding shares of Common Stock of the Company immediately prior to their Subscription Amounts on the same terms, conditions and price provided for in closing of the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financinga Public Offering or a Private Offering, as applicable, the Company shall deliver to each the Purchaser a written confidential notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon In the request event of a PurchaserPrivate Offering, and only upon a request by 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 such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall be written and 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 name and contact information of the placement agent(s) for such Subsequent Financing is proposed to be effected Private Offering and shall include a copy of any term sheet or similar document relating thereto (if any) that has been prepared for potential investors in such offering as an attachment. In the event of a Public Offering, the Subsequent Financing Notice shall describe in reasonable detail the class of security being offered, the proposed amount of proceeds intended to be raised in such Public Offering, and the estimated date and time at which the Company expects to enter into an underwriting agreement with the underwriters for the Public Offering (the “Pricing Time”). (c) Any If the Purchaser desiring desires to participate in such Subsequent Financing a Private Offering or undertake a side-by-side private placement at the time of a Public Offering, then the Purchaser must provide a written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth third (10th3rd) Trading Day after all Purchaser has received a Subsequent Financing Notice and, in the case of a Public Offering, no later than the Purchasers have received the Pre-Notice Pricing Time (provided that the Subsequent Financing Notice is delivered to the Purchaser is willing at least two (2) Trading Days prior to participate the Pricing Time, in the Subsequent Financingaddition to in accordance with Section 5.8(b) hereof), stating the amount of such the Purchaser’s elected 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 the Purchaser as of such tenth (10th Trading Dayin the applicable time periods, such the Purchaser shall be deemed to have notified the Company that it does not elect to participateparticipate in the Subsequent Financing or side-by-side private placement. In the event that the Purchaser elects, or is deemed to have elected, not to purchase its full Pro Rata Share in the Subsequent Financing, the Purchaser will thereafter have no further right to participate in any future Subsequent Financing. (d) If by 5:30 p.m. (New York City time) on Notwithstanding anything to the fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications contrary in this Section 5.8 and unless otherwise agreed by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) isPurchaser, in the aggregate, less than event the total amount of the Participation Maximum of the Company determines to abandon a Subsequent Financing, then the Company shall, or shall cause the managing underwriter(s) or placement agent(s), as the case may affect be, to confirm such abandonment to the remaining portion of such Subsequent Financing Purchaser in the same manner and on the terms and with same day as such abandonment is communicated to other potential investors. If, by the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion twentieth (20th) day following delivery of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, such Subsequent Financing shall be deemed to have been abandoned and the Purchaser shall be deemed to not be in possession of any material, non-public information with respect to the proposed Subsequent Financing by the Company, unless the Company advises the Purchaser that the Subsequent Financing has not been abandoned. The Company understands and confirms that the Purchaser may rely on this Section 5.8(d) when effecting transactions in securities of the Company. (e) If Notwithstanding the foregoing, this Section 5.8 shall not apply in respect of an Exempt Issuance. (f) Purchaser further agrees to execute such other documents and agreements as may reasonably be requested of Purchaser 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, the Company receives responses to or placement agent(s), as the case may be, in connection with a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16Financing.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the eighteen (18) month anniversary of the Effective Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing Financing, on an aggregate basis, (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Participation Right Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Participation Right Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Participation Right Purchaser, and only upon a request by such Participation Right 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 such Participation Right Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 Participation Right 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 tenth fifth (10th5th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice that the such Participation Right Purchaser is willing to participate in the Subsequent Financing, the amount of such Participation Right Purchaser’s participation, and representing and warranting that such Participation Right 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 Participation Right Purchaser as of such tenth fifth (10th 5th) Trading Day, such Participation Right 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 fifteenth fifth (15th 5th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice, notifications by the Participation Right Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Participation Right Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Participation Right Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Participation Right Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Participation Right Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until Subject to the End rights of the purchasers signatory to the Securities Purchase Agreement, dated January 30, 2008 among the Company and such purchasers (the “January 2008 SPA”), from the date hereof until the one-year anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or a combination thereof, other than Equivalents for cash consideration (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser which together with its affiliates has an original Subscription Amount hereunder of at least $900,000, or its designee, shall have the right to participate in the Subsequent Financing up to an amount of the Subsequent Financing equal to the lesser of (i) 100% of the Subsequent Financing and (ii) $2.0 million (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten a registered public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval offering. Each Purchaser hereby waives all rights such Purchaser may have to receive notice as set forth in Section 4.12(b) of the lead underwriter of such underwritten public offeringJanuary 2008 SPA. (b) At least ten (10) 3 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) 3rd Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th 3rd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) 3rd Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 3rd Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12-month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units hereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate (to the extent of such Purchaser’s Pro-Rata Portion as set forth in Section 4.12(e) below) in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until Subject to the End rights of other Persons described in the Reports prior to the Closing Date, from the date hereof until the date that is the 24 month anniversary of the final Closing date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of NotesStock, or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten seven (107) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Shares and Warrants purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that is the 18 month anniversary of the date hereof, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness (or a combination thereof, other than of units hereof) (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% that percentage of the Subsequent Financing (the “Participation Maximum”) pro rata equal to each other in proportion to their Subscription Amounts the Purchaser’s percentage ownership of the then outstanding shares of Common Stock on a fully-diluted basis on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 3 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End Datedate hereof until the earlier of the date that (i) is the 12 month anniversary of this Agreement or (ii) the date the Purchasers hereunder shall no longer hold at least 50% of the Shares, in the aggregate, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination of thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an excluding and Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% the percentage of (i) the number of shares of Common Stock held by the Purchaser prior to the date of the Subsequent Financing divided by (ii) the total number of outstanding shares of Company Common Sock Outstanding prior to the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one three (13) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth fifth (10th 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 fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.

Participation in Future Financing. (a) Until Subject to any existing obligations of the End DateCompany, from the date hereof until the date that is the 12-month anniversary of the Closing, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents or debt for cash consideration, Indebtedness or a combination thereofof units hereof, other than (i) any issuance that is through a rights public underwritten offering or to all holders an investor or a group of investors that already own Common Stock which does not include extending such rights offering to holders of Notes, or Common Stock Equivalents (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal in an amount up to 100% of the Subsequent Financing such Purchaser’s Subscription Amount (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaserthe Purchaser within two (2) Trading Days after the Pre-Notice, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 If Purchaser desiring desires to participate in such Subsequent Financing it must provide written notice to the Company by not no later than 5:30 p.m. two (New York City time) on the tenth (10th2) Trading Day Days after all delivery of the Purchasers have received the Pre-such Subsequent Financing Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 the Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End Datedate hereof until the one year anniversary of the Final Closing, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or a combination thereof, other than Equivalents (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Subscriber shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% such Subscriber’s proportionate share of the Subsequent Financing based on such Subscriber’s participation in this Offering (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days 5 trading days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Subscriber a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Subscriber if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserSubscriber, and only upon a request by such PurchaserSubscriber, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day 1 trading day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public informationSubscriber. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person person or Persons persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser Subscriber 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 tenth (10th) Trading Day 5th trading day after all of the Purchasers Subscribers have received the Pre-Notice that the Purchaser Subscriber is willing to participate in the Subsequent Financing, the amount of such Purchaserthe Subscriber’s participation, and representing and warranting that such Purchaser the Subscriber 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 Subscriber as of such tenth (10th Trading Day5th trading day, such Purchaser Subscriber 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 fifteenth (15th ) Trading Day 5th trading day after all of the Purchasers Subscribers have received the Pre-Notice, notifications by the Purchasers Subscribers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 5th trading day after all of the Purchasers Subscribers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers Subscribers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser Subscriber shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser Subscriber participating under this Section 4.16 5.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers Subscribers participating under this Section 4.165.12.

Participation in Future Financing. (a) Until the End Date, upon any proposed issuance by If the Company or any of its the Subsidiaries of Common Stock, issues any Common Stock Equivalents, Indebtedness or a combination thereof, Common Stock Equivalents for cash consideration other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) in an Exempt Issuance (each as defined in the Certificate of Designations) (a “Subsequent Financing”), from the Purchasers date hereof until the date that is six (6) months from the final Closing Date, each Purchaser who has purchased at least 1,000 shares of Preferred Stock (a “Major Purchaser”) shall have the right to participate in participate, up to an amount of equal to such Major Purchaser’s Participation Percentage, in the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for to the other investors in the Subsequent Financing. For purposes of the foregoing sentence, unless the “Participation Percentage” means, with respect to any Major Purchaser, a percentage calculated by multiplying fifty percent (50%) by a fraction, the numerator of which is the aggregate subscription amounts of such Major Purchaser at all Closings, and the denominator of which is the aggregate subscription amounts of all Major Purchasers at all Closings. In addition, if the Company conducts a Subsequent Financing at any time while any Preferred Stock is an underwritten public offeringoutstanding, each Purchaser shall have the right, in which case its sole discretion, to surrender any or all shares of Preferred Stock held by such Purchaser to the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do soand receive, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval in exchange therefor, a number of the lead underwriter securities issued in such Subsequent Financing calculated by dividing the aggregate Stated Value of the shares of Preferred Stock so surrendered by the price at which the securities are provided for in such underwritten public offeringSubsequent Financing. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice via e-mail of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon ” and the request date of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice’s receipt thereof, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a “Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public informationDate”). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, (i) the amount of proceeds intended to be raised thereunder and (ii) the Person or Persons through or with whom such Subsequent Financing is proposed to be effected (in the case of subclause (ii), only if such information is known and the Company is not otherwise prohibited from disclosing such information) and shall include a term sheet or similar document relating thereto as an attachment. Notwithstanding the foregoing, the Subsequent Financing Notice pertains to a public offering in which the pricing information regarding the securities to be issued has not been determined, the Subsequent Financing Notice may omit such pricing information provided it indicates the approximate date and time that such pricing information will be determined. (c) Any If a Major Purchaser desiring desires to participate in such Subsequent Financing (or a Purchaser desires to surrender Preferred Stock in such Subsequent Financing) pursuant to Section 4.14(a), it must provide written notice via e-mail (the “Acceptance Notice”) to the Company by not (i) on the Subsequent Financing Notice Date, if such Purchaser receives the Subsequent Financing Notice no later than 5:30 p.m. (10:00 A.M., New York City time, on any Trading Day, or (ii) on the tenth (10th) next Trading Day after all following the Subsequent Financing Notice Date, if the conditions of the Purchasers have received the Pre-clause (i) are not satisfied. The Acceptance Notice must state that the Purchaser is willing to participate in the Subsequent Financing, include the amount of such Purchaser’s participationparticipation (or, if applicable, the number of shares of Preferred Stock to be surrendered), and, if applicable, contain a representation and representing and warranting warranty that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. In the event that pricing information was omitted from the Subsequent Financing Notice pursuant to the last sentence of Section 4.15(b), the Purchaser’s Acceptance Notice may be made conditional upon the Purchaser’s review and approval of the omitted pricing information. If the Purchaser delivers to the Company such a conditional Acceptance Notice, the Company shall deliver in writing the final pricing information to the Purchaser as promptly as practicable after such information has been determined, whereupon Purchaser shall have three (3) hours to notify the Company that it wishes to confirm or withdraw its prior Acceptance Notice. If the Company receives no such notice Acceptance Notice from a Purchaser as within the time periods described in the first sentence of such tenth (10th Trading Daythis Section 4.15(c), 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 fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the The Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Notice. The Company must provide each Purchaser with a second Subsequent Financing as Notice, and each Purchaser will again have the right of participation set forth above in their notifications this Section 4.15, if the Subsequent Financing subject to the Company consistent with initial Subsequent Financing Notice is not consummated for any reason on materially the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. (e) If The Company and each Purchaser agree that if a Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Purchaser. (f) Notwithstanding anything to the contrary in this Section 4.15 and unless otherwise agreed to by 5:30 p.m. such Purchaser, if the Company delivers Subsequent Financing Notice to a Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (New York City time) on the fifth (5th10th) Trading Day after all following delivery of the Purchasers Subsequent Financing Notice. If by such tenth (10th) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by a Purchaser, such transaction shall be deemed to have received been abandoned, and the PrePurchaser shall not be deemed to be in possession of any material, non-Notice, public information with respect to the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount or any of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16Subsidiaries.

Participation in Future Financing. (a) Until Beginning on the End DateAmendment Effective Date and ending on the date that is the earlier of (i) the 12-month anniversary of the Closing Date 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 proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or a combination thereof, other than Equivalents in an Equity Financing (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers such Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% its Pro Rata Portion for an aggregate of twenty percent (20%) of the Subsequent Financing on the same terms as contemplated by such Subsequent Financing (the “Participation Right”), provided, however, that no Purchaser shall have the right to exercise its Participation Right if approval of the Company’s stockholders would be required by the rules and regulations of the applicable Trading Market if such stockholder were to exercise its Participation Right in connection with such Subsequent Financing. Within two (2) Trading Day prior to the closing of a Subsequent Financing, the Company will notify the Purchaser of its intent to effect a Subsequent Financing (the “Pre-Notice”) and upon Purchaser's confirmation of its desire to review the details of such Subsequent Financing (which must be provided within 24 hours of the Company’s delivery of the Pre-Notice), the Company will advise the Purchaser of the proposed material terms of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request Such Purchaser shall have 24 hours from receipt of a Purchaser, and only upon a request by 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 such Purchaser. The requesting Purchaser shall be deemed elect to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of 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. (b) Notwithstanding anything to the contrary contained herein, this Section 4.15 shall not apply in respect of the issuance of (a) shares of Common Stock or Common Stock Equivalents to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the Board of Directors or a majority of the members of a committee established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, (c) Any Purchaser desiring securities issued pursuant to participate in such Subsequent Financing must provide written notice to the Company acquisitions, dispositions or strategic transactions approved by not later than 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all a majority of the Purchasers have received disinterested directors of the Pre-Notice that the Purchaser is willing to participate in the Subsequent FinancingCompany, 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 tenth (10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all shares of the Purchasers have received the PreCommon Stock issued in any at-Noticethe-market offering, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all shares of Common Stock issued in exchange for outstanding indebtedness.” 3. As of the Purchasers have received the Pre-NoticeEffective Date, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount Section 4.16 of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (Purchase Agreement is hereby amended and restated as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.follows:

Participation in Future Financing. The provisions of this Section 4.17 shall not (i) be applicable unless and until Stockholder Approval thereof has been obtained and (ii) not apply to a Defaulting Purchaser (or its successor or transferee). (a) Until one year after the End DateEffective Date of a Registration Statement which registers all then outstanding or issuable Underlying Shares (including Underlying Shares issuable in connection with a Subsequent Closing, if any), upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, ) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth tenth (15th 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 of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company. (e) [Reserved]. (f) The Company consistent 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 4.17, 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 sixty (60) Trading Days after the date of the initial Subsequent Financing Notice. (eg) If by 5:30 p.m. (New York City time) on The Company and each Purchaser agree that if any Purchaser elects to participate in the fifth (5th) Trading Day after all of the Purchasers have received the Pre-NoticeSubsequent Financing, the Company receives responses transaction documents related to a the Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each shall not include any term or provision whereby such Purchaser shall have the right be required to purchase its Pro Rata Portion (agree to any restrictions on trading as defined below) to any of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes Securities purchased hereunder by a Purchaser participating (for avoidance of doubt, the securities purchased in the Subsequent Financing shall not be considered securities purchased hereunder) or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Section 4.16 and (y) Agreement, without the sum prior written consent of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16such Purchaser.

Participation in Future Financing. (a) Until Subject to Section 4.13(g), from the End date hereof until the date that is the 12 month anniversary of the Effective Date, upon any proposed issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or Equivalents (a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “"Subsequent Financing”"), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “"Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering"). (b) At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) 4th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s 's participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th 4th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) 4th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 4th Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “"Pro Rata Portion” means " is the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.13 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.13.

Participation in Future Financing. (a) Until From the End Datedate hereof until the later of such time as no Purchaser holds any of the Warrants and the date that any Indebtedness held by the Purchasers is indefeasibly paid in full, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units hereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (ai) Until one year after the End Date, Effective Date of a Registration Statement which registers all then outstanding or issuable Underlying Shares (without giving effect to any cutback permissible pursuant to the Registration Rights Agreement) upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance Issuance, or (iii) in connection with the Outstanding Equity Line (each a “Subsequent Financing”), the Purchaser together with the Other Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each of the Purchaser and the Other Purchasers of such public offering when it is lawful for the Company to do so, but no neither the Purchaser or the Other Purchasers shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (bii) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each of the Purchaser and the Other Purchasers a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser and Other Purchasers if it wants or they want to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaserthe Purchaser and the Other Purchasers, and only upon a request by such the New 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 such Purchaserthe Purchaser and the Other Purchasers. The requesting Purchaser Purchaser(s) shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (ciii) Any Purchaser 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser Purchaser(s) is (are) willing to participate in the Subsequent Financing, the amount of such the New 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 any Purchaser as of such tenth (10th 10th) Trading Day, such the New Purchaser shall be deemed to have notified the Company that it does not elect to participate. (div) If by 5:30 p.m. (New York City time) on the fifteenth tenth (15th 10th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchaser and/or the Other Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (ev) If by 5:30 p.m. (New York City time) on the fifth fifteenth (5th15th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from the Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such the New Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until one year after the End Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common StockShares, Common Stock EquivalentsShares Equivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of NotesShares, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% fifty percent (50%) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth tenth (5th10th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes the Shares purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes all Shares purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that the Debentures are repaid in full or converted in full, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), subject to any prior such rights previously granted by the Purchasers Company, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth fifth (10th 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 fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Debentures purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.9 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Debentures purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.9.

Participation in Future Financing. (a) Until From the End Datedate hereof until the Notes and Warrants are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, ) or (ii) an Exempt Issuance (each a “Subsequent Financing”)Issuance, the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) five Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the date hereof until the End Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, ) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) five Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 18 month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units hereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10040% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing; provided, unless the Subsequent Financing is an this right shall not apply to any firm-commitment underwritten public offering, in which case the Company shall notify each Purchaser offering of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offeringequity or equity-linked securities. (b) At least ten two (102) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth second (10th2nd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth second (10th 2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth second (15th 2nd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Purchasers have received the Pre-Notice, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until From the End Datedate hereof until such time as a Purchaser no longer holds at least 5% of the Debentures initially purchased hereunder at the First Closing, upon any proposed issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness Capital Shares or Capital Shares Equivalents (a combination thereof, other than "SUBSEQUENT FINANCING") unless (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata Company delivers to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At Purchasers a written notice at least ten (10) 5 Trading Days prior to the closing of such Subsequent Financing (the Subsequent Financing, the Company shall deliver to each Purchaser a written notice "SUBSEQUENT FINANCING NOTICE") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. and (cii) Any 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th Trading Day, such Purchaser shall be deemed to not have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after all 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 have received shall fail to so notify the Pre-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 a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCapital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “Pro Rata Portion” means "PRO RATA PORTION" is the ratio of (x) the principal amount of Notes Debentures purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts amount of Notes purchased hereunder by all Purchasers participating under 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 4.164.7 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) Until From the End Datedate of closing of the Asset Purchase until the date that is the twelve month anniversary thereof, upon any proposed issuance by the Company Corporation or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders subsidiaries of Common Stock which does not include extending such rights offering to holders or Common Stock equivalents or any indebtedness convertible into Common Stock in a bona fide third party financing transaction for the purpose of Notes, or raising capital (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the such Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Business Days prior to the closing of the Subsequent Financing, the Company Corporation shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company Corporation shall promptly, but no later than one (1) Trading Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person person or Persons persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company Corporation by not later than 5:30 p.m. (New York City time) on the tenth fifth (10th5th) Trading Business Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company Corporation receives no such notice from a Purchaser as of such tenth fifth (10th Trading 5th) Business Day, such Purchaser shall be deemed to have notified the Company Corporation that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth fifth (15th 5th) Trading 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 Participation Maximum of the Subsequent Financing, then the Company Corporation may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of The Corporation must provide the Purchasers have received the Pre-with a second Subsequent Financing Notice, and the Company receives responses Purchasers will again have the right of participation set forth above in this Section 7.09, if the Subsequent Financing subject to a the initial Subsequent Financing Notice from Purchasers seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the Participation Maximuminitial Subsequent Financing Notice. Notwithstanding the foregoing, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum 7.09 shall not apply in respect of the aggregate principal amounts a public offering of Notes purchased hereunder by all Purchasers participating under this Section 4.16Common Stock.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12 month anniversary of the Initial Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereofof cash consideration and Indebtedness, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of NotesStock, or (ii) an underwritten public offering of Common Stock or Common Stock Equivalents, (iii) the rights granted to holders of Common Stock pursuant to the 2013 Securities Purchase Agreement, or (iv) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers that still own outstanding Securities shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser that still owns outstanding Securities a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserPurchaser that still owns outstanding Securities, and only upon a request by 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 such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 that still owns outstanding Securities 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 tenth fifth (10th5th) Trading Day after all of the Purchasers that still own outstanding Securities have received the Pre-Notice that the 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers that still own outstanding Securities have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees who at the time are Accredited Investors to participate) is, in the aggregate, equal to or less than the total aggregate amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (xy) the principal amount Subscription Amount of Notes Shares and Warrants purchased hereunder by a Purchaser participating under this Section 4.16 4.12 and (yz) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until Subject to the End rights of Silver Wheaton Corp. to maintain its 8.57% ownership of the Company as of the date hereof, from the date hereof until the date that is the 12 month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units hereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in the Subsequent Financing up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing such Purchaser’s Subscription Amount (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, and 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation MaximumSubsequent Financing, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation MaximumSubsequent Financing. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End Datedate hereof until the twelve (12)-month anniversary of the date on which the Notes or Warrants are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsOrdinary Shares or Ordinary Share Equivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers altogether shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten two (102) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth second (10th2nd) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth second (10th 2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth second (15th 2nd ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12 month anniversary of the Effective Date, upon any proposed issuance offer or sale to, or exchange with (or other type of distribution to) any third party by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or Equivalents (a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “"Subsequent Financing”"), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal up to 100% the greater of (i) the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without Subsequent Financing or (ii) the approval aggregate Investment Amounts of all Purchasers hereunder (the lead underwriter "Participation Maximum"), subject and subordinated to the participation rights of such underwritten public offeringGCE Property Holding, Inc. ("GCE") pursuant to a certain Securities Purchase Agreement between GCE and the Company dated January 30, 2006. (b) At least ten (10) 10 Trading Days prior to the anticipated closing of the a Subsequent Financing, the Company shall deliver to each Purchaser the Purchasers a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser the Purchasers if it wants they want to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such a Purchaser, which request must occur within 3 Trading Days of receipt of the Pre-Notice, 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 such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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. The Purchasers shall have the right to purchase the securities being offered in the Subsequent Financing on the same, absolute terms and conditions as an attachmentcontemplated by such Subsequent Financing. Delivery of any Subsequent Financing Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Subsequent Financing Notice. (c) Any If a Purchaser desiring desires to participate in such Subsequent Financing it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) 5th Trading Day after all of the Purchasers have date such Purchaser has received the Pre-Subsequent Financing Notice that the Purchaser is such Purchasers are willing to participate in the Subsequent Financing, the amount of such the Purchaser’s '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 the Purchasers as of such tenth (10th 5th Trading Day, such Purchaser the Purchasers 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 fifteenth (15th ) 5th Trading Day after all of the Purchasers have received the Pre-Subsequent Financing Notice, notifications notification by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) . If by 5:30 p.m. (New York City time) on the fifth (5th) 10th Trading Day after all of the Purchasers have received the Pre-Notice, 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 its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “"Pro Rata Portion” means " is the ratio of (x) the principal amount Investment Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Investment Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End 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, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to its pro rata share (based on the relative subscription amounts of the Purchasers) of an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth fifth (10th 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 fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12 month anniversary of the Effective Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or a combination thereof, other than Equivalents (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing minus the amount of the Subsequent Financing as to which the holders of the September Debentures have exercised their participation rights set forth in the September Purchase Agreement (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th 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 fifteenth (15th ) 5th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End date hereof until six months after the Effective Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) 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 Purchaser of the 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 such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. and (cii) Any 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th Trading Day, such Purchaser shall be deemed to not have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after all 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 have received shall fail to so notify the Pre-NoticeCompany of their willingness to participate in the full Subsequent Financing, the Company receives responses 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 amount 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 from Purchasers seeking and if required by U.S. securities laws, the Company may require each Purchaser to purchase more than enter into a confidentiality agreement with the aggregate amount Company, which agreement shall be reasonably acceptable to the purchaser and shall be limited in scope to the details of the Participation Maximum, each such Subsequent Financing Notice. Each Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by waive a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16Subsequent Financing Notice rather than enter into a confidentiality agreement.

Participation in Future Financing. (a) Until 18 months from the End Datedate that the Obligations are no longer outstanding, upon any proposed issuance by the Company Borrower or any of its Subsidiaries of Common Stockcommon stock of the Borrower or any other securities of the Borrower or its subsidiaries which would entitle the holder thereof to acquire at any time common stock of the Borrower, including, without limitation, any debt, preferred stock, right, option, warrant, or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock Equivalentsfor cash consideration, Indebtedness indebtedness or a combination thereofof the foregoing (collectively, other than (i) a rights offering to all holders of “Common Stock which does not include extending such rights offering to holders of Notes, or Equivalents”) (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers Lenders (as a group) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) . At least ten (10) Trading Days prior to the closing of the any Subsequent Financing, the Company Borrower shall deliver to each Purchaser Lender a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Lender if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserLender, and only upon a request by such PurchaserLxxxxx, for a Subsequent Financing Notice, the Company Borrower shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public informationLender. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Purchaser Lender desiring to participate in such Subsequent Financing must provide written notice to the Company Borrower by not later than 5:30 p.m. (New York City time) on the tenth (10th) fifth Trading Day after all of the Purchasers Lenders have received the Pre-Notice that the Purchaser such Lxxxxx is willing to participate in the Subsequent Financing, the amount of such PurchaserLxxxxx’s participation, and representing and warranting that such Purchaser Lender has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company Borrower receives no such notice from a Purchaser Lender as of such tenth (10th fifth Trading Day, such Purchaser Lender shall be deemed to have notified the Company Borrower that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) fifth Trading Day after all of the Purchasers Lenders have received the Pre-Notice, notifications by the Purchasers Lenders of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company Borrower may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (ed) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers Lenders have received the Pre-Notice, the Company Borrower receives responses to a Subsequent Financing Notice from Purchasers Lenders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser Lender shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser Lender participating under this Section 4.16 10.16 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers Lenders participating under this Section 4.1610.16.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 6 month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness (or a combination thereof, other than of units hereof) (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser (and its Affiliates) with a Subscription Amount of at least $250,000 shall have the right to participate in up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (but not less than the lesser of $100,000 and 25% of such Subsequent Financing) (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten a registered public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth three (10th 3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth third (15th 3rd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Purchasers have received the Pre-Notice, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that a Purchaser’s shares of Preferred Stock are no longer outstanding or owned by that Purchaser, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units hereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each such Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% (in aggregate, pro rata for each such Purchaser by that Purchaser’s percentage of their purchase the Preferred Shares in this Closing) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing (provided that with respect to a registered Subsequent Financing off a shelf registration statement (“Shelf Financing”), such notice period shall be reduced to 12 hours), the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such requestrequest (6 hours in the case of a Shelf Financing), deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth third (10th3rd) Trading Day (2 hours in the case of a Shelf Financing) after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth third (10th 3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth third (15th 3rd) Trading Day (2 hours in the case of a Shelf Financing) after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day (2 hours in the case of a Shelf Financing) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12 month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness debt securities for cash consideration or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days During or prior to the closing 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 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 such Purchaser if it wants to review receive material non-public information about the details of Company without providing any material non-public information to such financing (Purchaser in such additional notice, a “Subsequent Financing Pre-Notice”). Upon the request consent of a Purchaser, and only upon a request by consent of such Purchaser, for a Subsequent Financing Noticeto receive material non-public information about the Company, the Company shall promptly, but no later than one (1) Trading Day after such request, promptly deliver a notice to such Purchaser (a “Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice 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. (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 tenth (10th) Trading Day 12 hours after all receipt of the Purchasers have received applicable Subsequent Financing Notice) (the Pre-“Notice Termination Time”) that the 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 tenth (10th Trading Daytime, 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 fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-NoticeNotice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until Subject to compliance with applicable securities laws, until the End Dateearlier of (i) such time as the Purchaser Transfers more than [**] of the Shares and (ii) termination of the Standstill Period, upon any proposed issuance of Common Shares by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or in a combination thereof, other than private placement to institutional investors for cash consideration (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At agrees at least ten (10) [**] Trading Days prior to the closing of the Subsequent Financing, the Company shall to deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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. (cb) Any If the Purchaser desiring desires to participate in such Subsequent Financing Financing, the Purchaser must provide written notice to the Company Company, by not later than 5:30 p.m. (New York City time) on the tenth (10th) [**] Trading Day after all of the Purchasers have Purchaser has received the Pre-Subsequent Financing Notice (the “Participation Deadline”), that the Purchaser is willing to participate in the Subsequent Financing, Financing and stating the amount of such the Purchaser’s elected participation, and representing and warranting but in no event shall such amount of Common Shares that such would cause the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Noticeto exceed its Pro-Rata Share. If the Company receives no such notice from a the Purchaser as of such tenth (10th Trading Daythe Participation Deadline, such the Purchaser shall be deemed to have notified the Company that it does not elect to participateparticipate in the Subsequent Financing. (c) Notwithstanding anything to the contrary in this Section 5.12, it is understood and agreed that: (i) the foregoing agreement to engage in good faith discussions with respect to a Subsequent Financing only applies in the event of a private placement with institutional investors (i.e., not a public offering or in connection with a strategic transaction) and (ii) the Company will neither be obligated to include the Purchaser as an investor in any such private placement nor will the Purchaser be obligated to invest in any such private placement. (d) If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-NoticeIf, notifications by the Purchasers [**] day following delivery of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, such Subsequent Financing shall be deemed to have been abandoned and the Purchaser shall not be in possession of any material, non-public information with respect to the Company, unless the Company advises the Purchaser that the Subsequent Financing has not been abandoned. The Company understands and confirms that the Purchaser may rely on this Section 5.12(d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all when effecting transactions in securities 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16Company.

Participation in Future Financing. (a) Until For a period ending on the End 30-month anniversary of the Initial Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness debt, or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not include includes extending such rights offering to holders of NotesPreferred Stock), or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Significant Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% forty percent (40%) of the gross proceeds to be received by the Company at the closing of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Significant Purchaser of such public offering when it is lawful for the Company to do so, but no Significant Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offeringoffering or if the Significant Purchaser’s participation or level of participation would violate the rules of any Trading Market on which the Common Stock is then listed or quoted or would require stockholder approval under such rules and the Company has not otherwise agreed to seek stockholder approval for any aspect of such Subsequent Financing. (b) At least ten five (105) Trading Days prior to the anticipated closing of the Subsequent Financing, the Company shall deliver to each Significant Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Significant Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Significant Purchaser, and only upon a request by such Significant 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 such Significant Purchaser. The requesting Significant Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information, that it will keep such information confidential and that it will not trade in any securities of the Company while in possession of such information. The 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 if available in connection with such Subsequent Financing, shall include a term sheet or similar document relating thereto as an attachment. If a Significant Purchaser advises the Company that it does not want to review the details of such financing or does not respond to the Company’s Pre-Notice prior to 5:30 p.m. (New York City time) on the second (2nd) Trading Day after its receipt of the Pre-Notice, such Significant Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. (c) Any Significant 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 tenth second (10th2nd) Trading Day after all its receipt of the Purchasers have received the Pre-Subsequent Financing Notice that the Significant Purchaser is willing to participate in the Subsequent Financing, the amount of such Significant Purchaser’s participation, and representing and warranting that such Significant Purchaser has such funds ready, willing, and available for investment on the terms set forth summarized in the Subsequent Financing Notice. If the Company receives no such notice from a Significant Purchaser as by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after its receipt of such tenth (10th Trading Daythe Subsequent Financing Notice, such Significant Purchaser shall be deemed to have notified the Company that it does not elect to participateparticipate in such Subsequent Financing. (d) If by 5:30 p.m. (New York City time) on the fifteenth second (15th 2nd) Trading Day after all their receipt of the Purchasers have received the Pre-Subsequent Financing Notice, notifications by the Significant Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) isare, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Significant Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all their receipt of the Purchasers have received the Pre-Subsequent Financing Notice, the Company receives responses to a Subsequent Financing Notice from Significant Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Significant Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes Preferred Stock purchased hereunder by a Significant Purchaser participating under this Section 4.16 4.18 and (y) the sum of the aggregate principal amounts of Notes Preferred Stock purchased hereunder by all Significant Purchasers participating under this Section 4.164.18.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that is the 24 month anniversary of the final Closing date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, Preferred Stock) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten seven (107) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes shares of Preferred Stock and Warrants purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the twenty-four (24) month anniversary of the final Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, Preferred Stock) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten seven (107) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes shares of Preferred Stock and Warrants purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End 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 StockADSs, Common Stock EquivalentsOrdinary Shares or Ordinary Share Equivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% an aggregate of fifty percent (50%) of the Subsequent Financing (the “Participation Maximum”) ), allocated pro rata to each other in proportion to their Subscription Amounts among the Purchasers, on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) Trading Day after all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth fifth (10th 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 fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until For so long as any amount in excess of $1,500,000 in the End Dateaggregate for all Purchasers remains outstanding on a Note, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance (each a “Subsequent Financing”), Purchasers who have acquired on the Purchasers Closing Date, Notes pursuant to this Agreement having a principal amount of not less than $3,000,000, shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% fifty percent (50%) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth tenth (5th10th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End Datedate hereof until the one year anniversary of the Final Closing, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than equivalents (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Subscriber shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days 5 trading days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Subscriber a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Subscriber if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserSubscriber, and only upon a request by such PurchaserSubscriber, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day 1 trading day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public informationSubscriber. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person person or Persons persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser Subscriber 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 tenth (10th) Trading Day 5th trading day after all of the Purchasers Subscribers have received the Pre-Notice that the Purchaser Subscriber is willing to participate in the Subsequent Financing, the amount of such Purchaserthe Subscriber’s participation, and representing and warranting that such Purchaser the Subscriber 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 Subscriber as of such tenth (10th Trading Day5th trading day, such Purchaser Subscriber 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 fifteenth (15th ) Trading Day 5th trading day after all of the Purchasers Subscribers have received the Pre-Notice, notifications by the Purchasers Subscribers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 5th trading day after all of the Purchasers Subscribers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers Subscribers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser Subscriber shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser Subscriber participating under this Section 4.16 5.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers Subscribers participating under this Section 4.165.12.

Participation in Future Financing. (a) Until From the End Datedate hereof until the one year anniversary of the Final Closing, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than equivalents (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Subscriber shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days 5 trading days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Subscriber a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Subscriber if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserSubscriber, and only upon a request by such PurchaserSubscriber, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day 1 trading day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public informationSubscriber. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person person or Persons persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser Subscriber 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 tenth (10th) Trading Day 5th trading day after all of the Purchasers Subscribers have received the Pre-Notice that the Purchaser Subscriber is willing to participate in the Subsequent Financing, the amount of such Purchaserthe Subscriber’s participation, and representing and warranting that such Purchaser the Subscriber 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 Subscriber as of such tenth (10th Trading Day5th trading day, such Purchaser Subscriber 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 fifteenth (15th ) Trading Day 5th trading day after all of the Purchasers Subscribers have received the Pre-Notice, notifications by the Purchasers Subscribers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 5th trading day after all of the Purchasers Subscribers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers Subscribers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser Subscriber shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser Subscriber participating under this Section 4.16 5.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers Subscribers participating under this Section 4.165.11.

Participation in Future Financing. (a) Until From the End date hereof until the date that is twelve (12) months following the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10033% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten Between the time period of 4:00 pm (10New York City time) and 5:00 pm (New York City time) on the Trading Days Day immediately prior to the closing Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review receive material non-public information about the details Company without providing any material non-public information to such Purchaser in such Pre-Notice (the Company shall use best efforts to ensure that the Purchaser has received and acknowledged receipt of such financing (such additional notice, a “Subsequent Financing the Pre-Notice”). Upon the request consent of a Purchaser, and only upon a request by consent of such Purchaser, for a Subsequent Financing Noticeto receive material non-public information about the Company, the Company shall promptly, promptly (but in no event later than one (12 hours after Purchaser elects to receive such information) Trading Day after such request, deliver a notice to such Purchaser (a “Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice 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, on or prior to 7:00 pm (New York City time) on such Trading Day, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company’s obligations pursuant to this Section 4.11 with respect to such Purchaser shall cease with respect to the Subsequent Financing which is the subject of such Pre-Notice. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. 8:00 am (New York City time) on the tenth (10th) Trading Day after all of following the Purchasers have received date on which the Pre-Subsequent Financing Notice is delivered to such Purchaser (the “Notice Termination Time”) that the 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 tenth (10th Trading Daytime, 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 fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-NoticeNotice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until a. From the End date hereof until the date that is the six month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an the Exempt Issuance Issuances other than the Qualified Financing and Bridge Financing (each a “Subsequent Financing”), the Purchasers Holders shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts New Securities issued at the Closing, on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser Holder of such public offering when it is lawful lawful. b. shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre- for the Company to do so, but no Purchaser Holder shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) c. At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserHolder, and only upon a request by such PurchaserHolder, 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 such PurchaserHolder. The requesting Purchaser Holder shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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) d. Any Purchaser Holder 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 tenth (10th) Trading Day after all of the Purchasers Holders have received the Pre-Notice that the Purchaser Holder is willing to participate in the Subsequent Financing, the amount of such PurchaserHolder’s participation, and representing and warranting that such Purchaser Holder 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 Holder as of such tenth (10th Trading Day, such Purchaser Holder shall be deemed to have notified the Company that it does not elect to participate. (d) e. If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all of the Purchasers Holders have received the Pre-Notice, notifications by the Purchasers Holders of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers Holders shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) f. If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers Holders have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser Holder shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased New Securities acquired hereunder by a Purchaser Holder participating under this Section 4.16 4.19 and (y) the sum of the aggregate principal amounts of Notes purchased New Securities acquired hereunder by all Purchasers Holders participating under this Section 4.164.19.

Participation in Future Financing. (a) Until eighteen (18) months after the End Date, Closing Date upon any proposed issuance by the Company or any of its Subsidiaries of Common StockOrdinary Shares, Common Stock Ordinary Shares Equivalents, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock Ordinary Shares (which does not may include extending such rights offering to holders of NotesNotes on an as-converted basis), or (ii) an Exempt Issuance (each such proposed issuance other than (a) (i) and (ii), a “Subsequent Financing”), the Purchasers, the Previous Purchaser and the Subsequent Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts principal amounts of indebtedness issued on the Closing Date and any other applicable closing dates pursuant to which Subsequent Purchasers purchased securities on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth tenth (15th 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 of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth tenth (5th10th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until For a long as (i) the End DateWarrants are outstanding and held by Purchasers in respect of at least a majority of the Warrants Shares initially covered thereby (and, for the avoidance of doubt have not expired), and (ii) any Purchaser holds any Securities, upon any proposed issuance by the Company or any of its Subsidiaries of Common StockShares or Common Share Equivalents for cash consideration, Common Stock Equivalentsdebt, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of NotesShares, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% fifty percent (50%) of the gross proceeds to be received by the Company at the closing of the Subsequent Financing (the “Participation Maximum”) ), pro rata to each other in proportion to their Subscription Amounts Amounts, on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offeringoffering (including any “bought deal”), in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offeringoffering or if the Purchaser’s participation or level of participation would violate the rules of any Trading Market on which the Common Stock is then listed or quoted or would require shareholder approval under such rules and the Company has not otherwise agreed to seek stockholder approval for any aspect of such Subsequent Financing. (b) At least ten three (103) Trading Days prior to the anticipated closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information, that it will keep such information confidential and that it will not trade in any securities of the Company while in possession of such information. The 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 if available in connection with such Subsequent Financing, shall include a term sheet or similar document relating thereto as an attachment. If a Purchaser advises the Company that it does not want to review the details of such financing or does not respond to the Company’s Pre-Notice prior to 5:30 p.m. (New York City time) on the first (1st) Trading Day after its receipt of the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. (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 tenth first (10th1st) Trading Day after all its receipt of the Purchasers have received the Pre-Subsequent Financing Notice that the Purchaser is willing to will 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 summarized in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as by 5:30 p.m. (New York City time) on the first (1st) Trading Day after its receipt of such tenth (10th Trading Daythe Subsequent Financing Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participateparticipate in such Subsequent Financing. (d) If by 5:30 p.m. (New York City time) on the fifteenth 1 (15th 1st) Trading Day after all their receipt of the Purchasers have received the Pre-Subsequent Financing Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) isare, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent FinancingMaximum, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice Notice, and each of the Purchasers shall simultaneously affect their effect its portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth first (5th1st) Trading Day after all their receipt of the Purchasers have received the Pre-Subsequent Financing 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 its Pro Rata Portion (as defined below) of the Participation Maximum. The Company may then effect the portion of the Subsequent Financing in excess of the Participation Maximum on the terms and with the Persons set forth in the Subsequent Financing Notice, and each of the Purchasers shall simultaneously effect its Pro Rata Portion of such Subsequent Financing. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes such Subsequent Financing proposed to be purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts amount of Notes such Subsequent Financing proposed to be purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that is the earlier of the 12 month anniversary of the Closing Date or the Company’s next offering which includes Common Stock as an offered security, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units hereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days twelve hours prior to the closing proposed execution time of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day hour after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. 7:30 a.m. (New York City time) on the tenth (10th) Trading Day after all of the Purchasers have such Purchaser has received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th next Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. 7:30 a.m. (New York City time) on the fifteenth (15th ) next Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. 7:30 a.m. (New York City time) on the fifth (5th) next Trading Day after all of the 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.

Participation in Future Financing. (a) Until one year after the End DateInitial Trading Date of a Registration Statement which registers all then outstanding or issuable Underlying Shares (including Underlying Shares issuable in connection with a Subsequent Closing, if any), upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance Issuance, or (each iii) provided the provisions of Section 4.13 of this Agreement have been complied with by the Company, the Common Stock issuable pursuant to the Form S-1, (a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten fifteen (1015) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifteenth (10th15th) 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 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 tenth fifteenth (10th 15th) 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 fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth fifteenth (5th15th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until the End Date, later of (i) no Note is outstanding and (ii) one (1) year after the Closing Date upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to one hundred percent (100% %) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth tenth (15th 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 of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth fifteenth (5th15th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until one year after the End Date, Closing Date upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to one hundred percent (100% %) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each the Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a the Purchaser, and only upon a request by such the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such the Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day after all of the Purchasers Purchaser have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a the Purchaser as of such tenth (10th 10th) Trading Day, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth tenth (15th 10th ) Trading Day after all of the Purchasers Purchaser have received the Pre-Notice, notifications by the Purchasers Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers Purchaser shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) 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 4.18, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the fifth terms set forth in such Subsequent Financing Notice within sixty (5th60) Trading Days after the date of the initial Subsequent Financing Notice. (f) The Company and the Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby the Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder (for avoidance of doubt, the securities purchased in the Subsequent Financing shall not be considered securities purchased hereunder) or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of the Purchaser. (g) Notwithstanding anything to the contrary in this Section 4.17 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the seventeenth (17th) Trading Day after all following delivery of the Purchasers Subsequent Financing Notice. If by such seventeenth (17th) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have received been abandoned and the PrePurchaser shall not be deemed to be in possession of any material, non-Notice, public information with respect to the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount or any of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16Subsidiaries.

Participation in Future Financing. (a) Until one year after the End Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common StockShares, Common Stock EquivalentsShares Equivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock Shares (which does not may include extending such rights offering to holders of NotesPreferred Shares), ,or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% fifty percent (50%) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth tenth (5th10th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes the Preferred Shares purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes all Preferred Shares purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12 month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, ) or (ii) an Exempt Issuance Issuance, (each a “"Subsequent Financing”"), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “"Participation Maximum”") pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days 10 days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 such Purchaser’s '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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “"Pro Rata Portion” " means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. From the date hereof until the date that is the two (a2) Until year anniversary of the End Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, of units thereof (other than for any transactions which generate, in the aggregate from the date hereof, gross proceeds of up to $5 million) (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “"Subsequent Financing”"), the Purchasers each Purchaser shall have the right to participate in up to an amount its Pro Rata Portion of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “"Participation Maximum”") pro rata and, with respect to each Purchaser that elects to purchase its Participation Maximum, any additional portion of the securities offered in such Subsequent Financing attributable to the Participation Maximum of other in proportion to Purchasers as such Purchasers shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Subscription Amounts Participation Maximum (the "Undersubscription Amount"), on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. . Approximately four (b) At least ten (104) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth third (10th3rd) Trading Day (or in the case of a confidentially marketed public offering or registered direct offering, the next Trading Day), after all of the Purchasers have received the Pre-Subsequent Financing Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation's participation and, if such Purchaser elects to purchase all of its Pro Rata Portion of the Participation Maximum, the Undersubscription Amount, if any, that such Purchaser elects to purchase, 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 tenth third (10th 3rd) Trading DayDay (or the next Trading Day in the case of a confidentially marketed public offering or registered direct offering), 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 fifteenth (15th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.16.

Participation in Future Financing. (a) Until Subject to the End rights of purchasers set forth in the Convertible Debentures Purchase Agreement and the Secured Debentures Purchase Agreement, from the date hereof until the date that is the 12 month anniversary of the Effective Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or Equivalents (a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”"SUBSEQUENT FINANCING"), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”"PARTICIPATION MAXIMUM") pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre"PRE-Notice”NOTICE"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”"SUBSEQUENT FINANCING NOTICE"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) 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 such the Purchaser’s 's participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th 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 fifteenth (15th ) 5th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice, 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 its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means "PRO RATA PORTION" is the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.13 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.13.

Participation in Future Financing. (a) Until From the End date hereof and until two (2) years after the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% sixty percent (60%) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Shares and Series A Preferred Stock purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Shares and Series A Preferred Stock purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the twelve month anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, Preferred Stock) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten seven (107) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes shares of Preferred Stock and Warrants purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until one year after the End Date, Closing Date upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to one hundred percent (100% %) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth tenth (15th 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 of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth fifteenth (5th15th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until Subject to any prior rights granted to YA Global Investments, L.P., from the End Datedate hereof until the date that is the Debentures are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness (or a combination thereof, other than of units hereof) (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the such Subsequent Financing, then the Company may affect effect the remaining portion of such Participation Maximum of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.

Participation in Future Financing. (a) Until From the End Datedate hereof until the Notes and the Class A Common Stock Purchase Warrants, attached hereto as Exhibit B-1, are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, ) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) five Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until one year after the End DateUnderlying Shares become freely tradable without restriction, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, ) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) ), pro rata to each other in proportion to their Subscription Amounts Amounts, on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of offer the Purchasers the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser Purchasers shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser the Purchasers a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such each Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, 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 such the Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day after all of the Purchasers shall have received the Pre-Notice that the 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth tenth (15th 10th) Trading Day after all of the Purchasers shall have received the Pre-Notice, notifications notification by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, equal to or less than the total amount of the Participation Maximum of the Subsequent Financing, then the Purchasers who have notified willingness to participate shall have the right to participate in the Subsequent Financing as to the full amount notified and the Company may affect the remaining portion of such Subsequent Financing Financing, if any, on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth tenth (5th10th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until Subject to the End Dateterms under this Section 4.13, from the date hereof until the date that is the Debentures are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents, Indebtedness or a combination thereof, other than Equivalents (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to the lesser of (i) 100% of the Subsequent Financing or (ii) the aggregate principal amount of Debentures issued pursuant to this Agreement at the Closing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th 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 fifteenth (15th ) 5th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Purchasers have received the Pre-Notice, 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 its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.13 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.13.

Participation in Future Financing. (a) Until From the End Datedate hereof until the Notes and Warrants are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes, ) or (ii) an Exempt Issuance Issuance, (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) five Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 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 tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.18 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.18.

Participation in Future Financing. (a) Until From the End date hereof and until the later of (i) eighteen (18) months after the final Closing Date, or (ii) the Notes are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which does not may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of 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 tenth (10th 10th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth tenth (15th 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 of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth fifteenth (5th15th) 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.16 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.164.17.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the 12 month anniversary of the Effective Date, upon any proposed issuance financing by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness Equivalents or a combination thereof, other than non-convertible debt securities (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering). (b) At least ten (10) five Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) fifth 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th fifth 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 fifteenth (15th ) 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 of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.13 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.13.

Participation in Future Financing. (a) Until From the End Datedate hereof until the date that the Debentures are no longer outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness or a combination thereof, other than of units thereof (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), each Purchaser and each holder of a 2015 Debenture (the Purchasers “Investors”) shall have the aggregate first right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Investors Participation Maximum”) pro rata and Raven Industries, Inc. (“Raven”) shall have the first right to each other participate in proportion up to their Subscription Amounts an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the “Raven Participation Amount”), on the same terms, conditions and price provided for in the Subsequent Financing. If the Investors purchase less than the Investors Participation Maximum, unless then Raven shall have a secondary right of first refusal to purchase the securities sold in the Subsequent Financing is an underwritten public offeringFinancing. If Raven purchases less than the Raven Participation Amount, in which case then the Company Investors shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled have a secondary right to purchase any particular amount of such public offering without the approval of securities not purchased by Raven in the lead underwriter of such underwritten public offeringSubsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaseran Investor, and only upon a request by such PurchaserInvestor, 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 such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public informationInvestor. The 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 Investor 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 tenth fifth (10th5th) Trading Day after all of the Purchasers Investors have received the Pre-Notice that the Purchaser such Investor is willing to participate in the Subsequent Financing, the amount of such PurchaserInvestor’s participation, and representing and warranting that such Purchaser Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser an Investor as of such tenth fifth (10th 5th) Trading Day, such Purchaser Investor shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers Investors 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 Investors Participation Maximum Maximum, then the Company shall offer to sell to Raven the remaining portion of such Subsequent Financing that the Investors did not purchase, and if Raven does not purchase all of the remaining portion of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Investors have received the Pre-Notice, notifications by Raven of its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Raven Participation Amount, then the Company shall offer to sell to the Investors the remaining portion of such Subsequent Financing that Raven did not purchase, and if the Investors do not purchase all of the remaining portion 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. (f) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers Investors have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers Investors seeking to purchase more than the aggregate amount of the Investors Participation MaximumMaximum (which shall be deemed to be increased to the extent that Raven does not participate in such Subsequent Financing up to the Raven Participation Amount), each such Purchaser Investor shall have the right to purchase its Pro Rata Portion (as defined below) of the Investors Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder (A) on the Closing Date by a Purchaser participating under this Section 4.16 4.12 or (B) the original principal amount of the 2015 Debenture held by an Investor and (y) the sum of the aggregate principal amounts (C) Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12 and (B) the original principal amount of all 2015 Debentures.

Participation in Future Financing. (a) Until Subject to the End Daterights held by Bristol Investment Fund Ltd (“Bristol”), from the date hereof until such time that less than 25%, in the aggregate, of principal amount of the Debentures are then outstanding, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock EquivalentsEquivalents for cash consideration, Indebtedness (or a combination thereof, other than of units hereof) (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth fifth (10th 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 fifteenth fifth (15th 5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.12 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.12.

Participation in Future Financing. (a) Until From the End date hereof until the date that is the one year anniversary of the Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock EquivalentsEquivalents for cash consideration, Indebtedness (or a combination thereof, other than of units hereof) (i) a rights offering to all holders of Common Stock which does not include extending such rights offering to holders of Notes, or (ii) an Exempt Issuance (each a “Subsequent Financing”), the Purchasers each Purchaser with a Subscription Amount of at least $125,000 shall have the right to participate in up to an amount of the Subsequent Financing equal to 100the greater of the aggregate Subscription Amounts hereunder and 25% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten a registered public offering, in which case the Company shall notify offer each Purchaser of the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The 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 tenth fifth (10th5th) 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 such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth fifth (10th 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 fifteenth fifth (15th 5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) 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, 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 its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount Subscription Amount of Notes Securities purchased hereunder on the Closing Date by a Purchaser participating under this Section 4.16 4.11 and (y) the sum of the aggregate principal amounts Subscription Amounts of Notes Securities purchased hereunder on the Closing Date by all Purchasers participating under this Section 4.164.11.