Common use of Participation in Future Financing Clause in Contracts

Participation in Future Financing. From the date hereof until the one year anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At least 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At least 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (cd) within the definition of Exempt Issuance).

Participation in Future Financing. (a) From the date hereof until 12 months after the one year anniversary of the Effective Closing Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50% of the such Subsequent Financing (the "“Participation Maximum"”). . (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as fifth Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase 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" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. . (f) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 90 Trading Days after the date of the initial Subsequent Financing Notice. (g) Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance Issuance. (h) The participation rights pursuant to this Section 4.13 may not including subsection (c) within the definition of Exempt Issuance)be transferred or assigned by any Purchaser.

Participation in Future Financing. From The Company shall not effect the next equity financing after the date hereof until of this Agreement in which it raises at least, in the one year anniversary of aggregate, $1,000,000 in gross proceeds (the Effective Date, upon any financing by “Next Financing”) unless (a) the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (delivers to each Qualified Purchaser a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At written notice at least 5 Business Trading Days prior to the closing of such Next Financing (the Subsequent Financing, the Company shall deliver to each Purchaser a written notice “Next Financing Notice”) of its intention to effect a Subsequent Financing ("Pre-Notice")the Next Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Next Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent the Next Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent the Next Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (b) such Qualified Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City time) on the 5th Business third (3rd) Trading Day after all its receipt of the Next Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation and compliance with applicable securities laws, all or part of such financing to the Company on the same terms set forth in the Next Financing Notice within 15 calendar days of such Qualified Purchaser’s notification of its intent to participate (the “Next Financing Participation Period”). If one or more Qualified Purchasers have received shall fail to so notify the Pre-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent the Next Financing on the terms and to the Persons set forth in the Subsequent Next Financing Notice. If ; provided that, in such event, the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Qualified Purchasers with a second Subsequent Next Financing Notice, and the Qualified Purchasers will again have the participation right of participation as set forth above in this Section 4.124.4, if the Subsequent Next Financing subject to the initial Subsequent Next Financing Notice is not consummated for any reason on the terms set forth in such Subsequent the Next Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Next Financing Notice with the Persons identified in the Next Financing Notice. In the event the Company receives responses to Subsequent Next Financing Notices from Qualified Purchasers seeking to purchase more than the aggregate amount of financing sought by the Company in the Subsequent Financing, each Financing such Purchaser Qualified Purchasers shall have the right to purchase 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" ” is the ratio of (x) the such Qualified Purchaser’s Subscription Amount of Securities purchased by a participating Purchaser and (y) the aggregate sum of all of the aggregate Subscription Amount of all participating Amounts. If any Qualified Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Qualified Purchasers. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 4.4 shall not apply to the following (a) the granting of options or restricted stock to employees, officers, consultants and directors of the Company pursuant to the Company’s 2003 Stock Option Plan or any other stock option or restricted stock plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in respect connection with the offer and sale of an Exempt Issuance (not including subsection this Company’s securities pursuant to this Agreement, or (c) within the definition exercise of Exempt Issuance)or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, or (d) acquisitions, collaborations, licensing transactions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. From (a) Until eighteen (18) months following the date hereof until the one year anniversary on which all of the Effective DateConversion Shares and Warrant Shares have been either registered for resale or are eligible for resale pursuant to Rule 144, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the "“Participation Maximum"). ”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the third (3rd) Trading Day after all of the Purchasers have received the Subsequent Financing Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such third (3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business third (3rd) Trading Day after all of the Purchasers have received the Pre-Subsequent Financing Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as third (3rd) Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second have received the Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.12 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.12.

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries through the issuance of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "Subsequent Financing"), each Purchaser the Purchasers shall have the right to participate participate, in the aggregate, in up to 5025% of the such Subsequent Financing (the "Participation Maximum")Financing. At least 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such PurchaserPurchaser within 3 Trading Days of receipt of a Pre-Notice, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day 3 Trading Days after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than 25% of the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the terms Purchasers than those set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than 25% of the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of 25% of the Participation MaximumSubsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within or an issuance, or series of issuances, for up to, in the definition of Exempt Issuance)aggregate, 300,000 Ordinary Shares, which sales are made pursuant to Regulation S under the Securities Act.

Participation in Future Financing. (a) From the date hereof until the one year date that is the eighteen (18) month anniversary of the Effective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a "“Subsequent Financing"”), each Purchaser with a Subscription Amount of at least $200,000 (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the "“Participation Maximum"). ”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business five (5) 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 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Participation Right Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any 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 fifth (5th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice that 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 fifth (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 5th Business fifth (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 Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as fifth (5th) Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to the Participation Right Purchasers have notified received the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Participation Right Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Participation Right Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Participation Right Purchaser participating Purchaser under this Section 4.12 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Participation Right Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.12.

Participation in Future Financing. From The Company shall not effect the next equity or debt financing after the date hereof until of this Agreement in which it raises at least, in the one year anniversary of aggregate, $1,000,000 in gross proceeds (the Effective Date, upon any financing by “Next Financing”) unless (a) the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), delivers to each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At a written notice at least 5 Business Trading Days prior to the closing of such Next Financing (the Subsequent Financing, the Company shall deliver to each Purchaser a written notice “Next Financing Notice”) of its intention to effect a Subsequent Financing ("Pre-Notice")the Next Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Next Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent the Next Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent the Next Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (b) such Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City Pacific time) on the 5th Business third (3rd) Trading Day after all its receipt of the Next Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation and compliance with applicable securities laws, all or part of such financing to the Company on the same terms set forth in the Next Financing Notice within 15 calendar days of such Purchaser’s notification of its intent to participate (the “Next Financing Participation Period”). If one or more Purchasers have received shall fail to so notify the Pre-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Next Financing, then the Company may effect the remaining portion of such Subsequent the Next Financing on the terms and to the Persons set forth in the Subsequent Next Financing Notice. If ; provided that, in such event, the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Next Financing Notice, and the Purchasers will again have the participation right of participation as set forth above in this Section 4.124.33, if the Subsequent Next Financing subject to the initial Subsequent Next Financing Notice is not consummated for any reason on the terms set forth in such Subsequent the Next Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Next Financing Notice with the Persons identified in the Next Financing Notice. In the event the Company receives responses to Subsequent Next Financing Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Subsequent Financing, each Company in the Next Financing such Purchaser Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximumcapital shares or capital shares equivalents to be issued in such Next Financing. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser such Purchaser’s Shares and (y) the aggregate sum of all of the aggregate Subscription Amount of all participating PurchasersAmounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers and such Purchaser who no longer holds any Shares shall not have any Pro Rata Portion. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 4.33 shall not apply to the following (a) the granting of options or restricted stock to employees, officers, consultants and directors of the Company pursuant to the Plan or any other stock option or restricted stock plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in respect connection with the offer and sale of an Exempt Issuance (not including subsection the Securities pursuant to this Agreement, or (c) within the definition exercise of Exempt Issuance)or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, or (d) acquisitions, collaborations, licensing transactions or strategic investments, the primary purpose of which is not to raise capital, or (e) in connection with bank credit agreements and equipment or land lease lines with a non-equity financing purpose or (f) debt with banking institutions not to exceed $3,000,000.

Participation in Future Financing. From the date hereof until 12 months after the one year anniversary of the Effective Closing Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50% of the such Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business second Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 2nd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "“Subsequent Financing"), ”) unless (i) the Company delivers to each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At such Purchasers a written notice at least 5 Business 10 Trading Days prior to the closing of such Subsequent Financing (the “Subsequent Financing, the Company shall deliver to each Purchaser a written notice Financing Notice”) of its intention to effect a such Subsequent Financing ("Pre-Notice")Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (ii) such Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City time) on the 5th Business tenth (10th) 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-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If ; provided that the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation first refusal set forth above in this Section 4.124.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Company in the Subsequent Financing, each Financing such Purchaser Purchasers shall have the right to purchase 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" ” is the ratio of (x) the Subscription Amount principal amount of Securities Debentures purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount principal amount of all participating Debentures issued hereunder. If any Purchaser no longer holds any Debentures, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 4.14 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of the Debenture or any other security issued by the Company in respect connection with the offer and sale of an Exempt Issuance (not including subsection this Company’s securities pursuant to this Agreement, or (c) within the definition exercise of Exempt Issuance)or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. From (a) During the date hereof until the one year anniversary of the Effective DateCommitment Period, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (a "Subsequent Financing"), each the Purchaser shall have the right to participate in up to 50an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the "Participation Maximum"). ) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a the Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) If the Purchaser 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 5th Trading Day it receives the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser's participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from the Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business 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 designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (e) The Company must provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser will again have the right of participation set forth above in this Section 4.124.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 90 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion . (as defined belowf) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.15 shall not apply in respect of (i) an Exempt Issuance or (not including subsection (cii) within the definition an underwritten public offering of Exempt Issuance)Common Stock.

Participation in Future Financing. (a) From the date hereof until the one year anniversary of the Effective Closing Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right right, subject to Section 4.13(e), to participate in up to 50100% of the Subsequent Financing (the "“Participation Maximum"”). ; provided, however, the Participation Maximum shall be reduced on a pro rata basis to allow the holders of the Company’s Secured Debentures, dated June 29, 2006, to participate in the Subsequent Financing, to the extent such holders may have such rights. (b) At least 5 Business 7 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 7th Trading Day after such Purchaser has received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 7th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business 7th Trading Day after all of the requesting Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as 7th Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase 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" ” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.13 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.13.

Participation in Future Financing. From the date hereof until the one year anniversary of the Effective DateDebentures are no longer outstanding, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 5035% of the Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).less

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 5033.33% of the such Subsequent Financing (the "“Participation Maximum"”). At least 5 Business 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 1 Business one Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business second Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).The

Participation in Future Financing. (a) From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in an amount up to 50% of the Subsequent Financing its Subscription Amount (the "“Participation Maximum"”). . (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the aggregate Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. . (f) Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year 12 month anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the Subsequent Financing (the "Participation Maximum"). At least 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Any Purchaser electing to participate in the Subsequent Financing shall be prepared to close on such financing within 5 Trading Days pursuant to the terms of the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year 24 month anniversary of the Effective First Closing Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the Subsequent Financing (the "Participation Maximum"). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide Notwithstanding anything herein to the contrary, in the event the Purchasers with do not elect to participate in a second Subsequent Financing Noticefor at least, and in the Purchasers will again have aggregate among the right Purchasers, 25% of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each and such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).Subsequent

Participation in Future Financing. (i) From the date hereof until the one year date that is the 12 month anniversary of the Effective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (a "“Subsequent Financing"”), each Purchaser Buyer shall have the right to participate in the Subsequent Financing, on a pro rata basis, up to an amount up to 50% of the Subsequent Financing (the "“Participation Maximum")”) on the same terms, conditions and price provided for in the Subsequent Financing. This Section 4(p)(i) shall not apply in the case of an underwritten public offering of the Company’s Common Stock. (ii) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Buyer a written notice of its intention to effect a Subsequent Financing ("“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, which shall be delivered to the Company within one (1) Trading Day of the Company’s delivery of a Pre-Notice, and only upon a request by such PurchaserBuyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such PurchaserBuyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (iii) Any Buyer desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Buyers have received the Pre-Notice that the Buyer is willing to participate in the Subsequent Financing, the amount of the Buyer’s participation, and that the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Buyer as of such 5th Trading Day, such Buyer shall be deemed to have notified the Company that it does not elect to participate. (iv) If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers Buyers have received the Pre-Notice, notifications by the Purchasers Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (v) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as 5th Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to the Buyers have notified received the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers Buyers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser Buyer shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Buyer participating Purchaser under this Section 4(p) and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Buyers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance4(p).

Participation in Future Financing. (a) From the date hereof until the one year anniversary of the Effective DateMarch 1, 2026, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock any Ordinary Shares, Options or Common Stock Equivalents Convertible Securities for cash consideration, indebtedness or a combination of units thereof (a "“Subsequent Financing"”), each Purchaser the Buyers shall have the right to participate in up to 50an aggregate amount of the Subsequent Financing equal to 30% of the Subsequent Financing (the "“Participation Maximum"”). , pro rata to each Buyer’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business five (5) Trading Days prior to the closing of the any proposed or intended Subsequent FinancingPlacement, the Company shall deliver to each Purchaser Buyer a written notice of its intention to effect (each such notice, a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser not contain any information (including, without limitation, material, non-public information) other than: (A) if it wants to review the details of such financing proposed Offer Notice (such additional noticeas defined below) constitutes or contains material, non-public information, a "statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing Notice")Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of a PurchaserBuyer within three (3) Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing NoticeBuyer, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer in reasonable detail accordance with the proposed terms of the Offer such Buyer’s pro rata portion of Participation Maximum, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4.13 shall be (x) based on such Buyer’s pro rata portion of the aggregate original principal amount of the Notes purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount. (c) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Bxxxx’s receipt of such new Offer Notice. (d) The Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent FinancingPlacement Agreement, and (y) either (I) the amount consummation of proceeds intended to be raised thereunder, the Person with whom transactions contemplated by such Subsequent Financing is proposed to be effectedPlacement Agreement or (II) the termination of such Subsequent Placement Agreement, and attached to which shall be filed with the Commission on a term sheet or similar document relating Report of Foreign Private Issuer on Form 6-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. If by 5:30 p.m. . (New York City timee) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the 5th Business Day after terms specified in Section 4.13(d) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4.13(c) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4.13 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4.13(b) above. (f) Upon the closing of the issuance, sale or exchange of all or less than all of the Purchasers have received Refused Securities, such Buyer shall acquire from the Pre-NoticeCompany, notifications and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4.13(e) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Purchasers Company and such Buyer of their willingness a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its counsel. (g) Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4.13 may not be issued, sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement. (h) The Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Financing Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provision whereby such Buyer shall be required to cause their designees agree to participateany restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company, (y) is, representation and warranties of an Investor in the aggregate, less Subsequent Placement Documents shall not be more restrictive than the total amount those of the Subsequent FinancingBuyers in this Agreement (other than such changes as necessary to comply with applicable law, then rules and regulations, the Company may effect the remaining portion manner of sale of such security in such Subsequent Financing on Placement and/or the terms type of such security to be sold in such Subsequent Placement) and to the Persons (z) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement. (i) Notwithstanding anything to the contrary in this Section 4.13 and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Financing Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If the Company receives no notice from a Purchaser as of by such 5th fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such Purchaser transaction has been received by such Buyer, such transaction shall be deemed to have notified been abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company that it does not elect or any of its Subsidiaries. Should the Company decide to participate. The pursue such transaction with respect to the Offered Securities, the Company must shall provide the Purchasers such Buyer with a second Subsequent Financing Notice, another Offer Notice and the Purchasers such Buyer will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject 4.13. The Company shall not be permitted to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the aggregate amount last sentence of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion Section 4.13(c). (as defined belowj) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, The restrictions contained in this Section 4.12 4.13 shall not apply in respect connection with the issuance of an Exempt Issuance (any Excluded Securities. The Company shall not including subsection (c) within circumvent the definition provisions of Exempt Issuance)this Section 4.13 by providing terms or conditions to one Buyer that are not provided to all.

Participation in Future Financing. From the date hereof until the one year 24 month anniversary of the Effective First Closing Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the Subsequent Financing (the "Participation Maximum"). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. Notwithstanding anything herein to the contrary, in the event the Purchasers do not elect to participate in a Subsequent Financing for at least, in the aggregate among the Purchasers, 25% of such Subsequent Financing and such Subsequent Financing is consummated, the Purchasers shall no longer have a right to participate in future Subsequent Financings. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until 6 months after the one year anniversary of the Effective Closing Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such a proposed financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent FinancingSUBSEQUENT FINANCING"), each Purchaser shall have the right to participate in up to 50% twenty-five percent (25%) of the such Subsequent Financing (the "Participation MaximumPARTICIPATION MAXIMUM"). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("PrePRE-NoticeNOTICE"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing NoticeSUBSEQUENT FINANCING NOTICE"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business second Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata PortionPRO RATA PORTION" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within or a one-time issuance of up to 1,500,000 Shares of Common Stock or Common Stock Equivalents to an existing stockholder of the definition of Exempt Issuance)Company for a fixed effective price per share equal to or greater than the Per Share Purchase Price.

Participation in Future Financing. From (a) Following each Closing, the date hereof until the one year anniversary Purchasers of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents prior Closings (a "Subsequent Financing"), each Purchaser on pro rata basis determined by such Purchaser’s participation in the prior Closing) shall have the right to participate in the subsequent Closing(s) up to an amount equal to 50% of the Subsequent Financing each such subsequent Closing (the "“Participation Maximum"). ”) on the same terms, conditions and price of the Offering. (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financinga subsequent Closing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing subsequent Closing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review participate in the details of such financing subsequent Closing (such additional notice, a "“Subsequent Financing Closing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Closing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Closing Notice to such Purchaser. The Subsequent Financing Closing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing subsequent Closing is proposed to be effected, and attached . (c) Any Purchaser desiring to which shall be a term sheet or similar document relating thereto. If participate in such subsequent Closing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Business Trading Day after all the dated of the Purchasers have received the Pre-Notice, notifications by Notice that the Purchasers of their willingness Purchaser is willing to participate in the Subsequent Financing (or to cause their designees to participate) issubsequent Closing, in the aggregate, less than the total amount of the Subsequent FinancingPurchaser’s participation, then and that the Company may effect the remaining portion of Purchaser has such Subsequent Financing funds ready, willing, and available for investment on the terms and to the Persons set forth in the Subsequent Financing Closing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason . (d) If by 5:30 p.m. (New York City time) on the terms set forth in such Subsequent Financing Notice within 15 Business Days 5th Trading Day after the date of the initial Pre-Notice, notifications by the Purchasers of their willingness to participate in the subsequent Closing (or to cause their designees to participate) is, in the aggregate, less than the Participation Maximum of the subsequent Closing, then the Company may effect the remaining portion of such subsequent Closing on the terms (which shall mirror the terms of the prior Closing(s)) and with the Persons set forth in the Subsequent Financing Closing Notice. In . (e) If by 5:30 p.m. (New York City time) on the event 5th Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notices Closing Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.15 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.15.

Participation in Future Financing. From the date hereof until the one year anniversary of the Effective Dateand after April 20, upon any financing by 2010 through April 20, 2011, neither the Company or nor any of its Subsidiaries of Common Stock shall, directly or Common Stock Equivalents indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.12. The Company acknowledges and agrees that the right set forth in this Section 4.12 is a right granted by the Company, separately, only to each Purchaser whose Subscription Amount hereunder is greater than $3,500,000 (a "“Qualified Buyer”). (i) At least one (1) Trading Day (but in no event less than a full 24 hours, except in the case of a Subsequent Financing"Placement of solely Common Solely pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter that generates gross proceeds to the Company in excess of $10,000,000 (but expressly excluding “at-the-market offerings” (as defined in Rule 415(a)(4) under the 0000 Xxx) and “equity lines of credit”), each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing no event less than three (the "Participation Maximum"). At least 5 Business Days 3) hours) prior to the closing of the any proposed or intended Subsequent FinancingPlacement), the Company shall deliver to each Purchaser Qualified Buyer a written notice of its proposal or intention to effect a Subsequent Financing Placement ("each such notice, a “Pre-Notice"”), which Pre-Notice shall ask not contain any information (including, without limitation, material, non-public information) other than: (i) a statement that the Company proposes or intends to effect a Subsequent Placement, (ii) a statement that the statement in clause (i) above does not constitute material, non-public information and (iii) a statement informing such Purchaser if Qualified Buyer that it wants is entitled to review the details of receive an Offer Notice (as defined below) with respect to such financing (such additional notice, a "Subsequent Financing Notice")Placement upon its written request. Upon the written request of a PurchaserQualified Buyer within one (1) Trading Day after the Company’s delivery to such Qualified Buyer of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing NoticeQualified Buyer, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver to such Qualified Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Qualified Buyer in reasonable detail accordance with the proposed terms of the Offer 50% of the Offered Securities, provided that the number of Offered Securities which such Qualified Buyer shall have the right to subscribe for under this Section 4.12 shall be (a) based on such Qualified Buyer’s pro rata portion of the aggregate number of Common Shares purchased hereunder by all Qualified Buyers (the “Basic Amount”), and (b) with respect to each Qualified Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Qualified Buyers as such Qualified Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, such Qualified Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such Qualified Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Qualified Buyer’s Basic Amount that such Qualified Buyer elects to purchase and, if such Qualified Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Qualified Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Qualified Buyers are less than the total of all of the Basic Amounts, then such Qualified Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), such Qualified Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Qualified Buyer bears to the total Basic Amounts of all Qualified Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Qualified Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Qualified Buyer’s receipt of such new Offer Notice. (iii) The Company shall have five (5) days from the expiration of the Offer Period above (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Qualified Buyer (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent FinancingPlacement Agreement, and (b) either (x) the amount consummation of proceeds intended to be raised thereunder, the Person with whom transactions contemplated by such Subsequent Financing is proposed to be effectedPlacement Agreement or (y) the termination of such Subsequent Placement Agreement, and attached to which shall be filed with the SEC on a term sheet or similar document relating Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. If by 5:30 p.m. . (New York City timeiv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the 5th Business Day after terms specified in Section 4.12(iii) above), then such Qualified Buyer may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Qualified Buyer elected to purchase pursuant to Section 4.12(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Qualified Buyers pursuant to this Section 4.12 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Qualified Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Qualified Buyers in accordance with Section 4.12(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Purchasers have received Refused Securities, such Qualified Buyer shall acquire from the Pre-NoticeCompany, notifications and the Company shall issue to such Qualified Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance. The purchase by such Qualified Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Purchasers Company and such Qualified Buyer of their willingness a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Qualified Buyer and its counsel. (vi) Any Offered Securities not acquired by a Qualified Buyer or other Persons in accordance with this Section 4.12 may not be issued, sold or exchanged until they are again offered to such Qualified Buyer under the procedures specified in this Agreement. (vii) The Company and each Qualified Buyer agree that if any Qualified Buyer elects to participate in the Offer, neither the Subsequent Financing Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provision whereby such Buyer shall be required to cause their designees agree to participateany restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company. (viii) isNotwithstanding anything to the contrary in this Section 4.12 and unless otherwise agreed to by a Qualified Buyer, the Company shall either confirm in writing to such Qualified Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that such Buyer will not be in possession of any material, non-public information, by the aggregate, less than the total amount fifth (5th) Business Day following delivery of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Offer Notice. If the Company receives no notice from a Purchaser as of by such 5th fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such Purchaser transaction has been received by such Qualified Buyer, such transaction shall be deemed to have notified been abandoned and such Qualified Buyer shall not be deemed to be in possession of any material, non-public information with respect to the Company that it does not elect or any of its Subsidiaries. Should the Company decide to participate. The pursue such transaction with respect to the Offered Securities, the Company must shall provide the Purchasers such Qualified Buyer with a second Subsequent Financing Notice, another Offer Notice and the Purchasers such Qualified Buyer will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of 90 days after the Effective Date, upon any financing by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"), ”) unless (i) the Company delivers to each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At Purchasers hereunder a written notice at least 5 Business 10 Trading Days prior to the closing of such Subsequent Financing (the “Subsequent Financing, the Company shall deliver to each Purchaser a written notice Financing Notice”) of its intention to effect a such Subsequent Financing ("Pre-Notice")Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (ii) such Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City time) on the 5th Business 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 its Pro-Rata Portion (as defined below) of 50% of proceeds to be raised in such Subsequent Financing (the “Subsequent Financing Percentage”) 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-Notice, notifications by the Purchasers Company of their willingness to participate in their Pro-Rata Portion of the Subsequent Financing (or to cause their designees to participate) isPercentage, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If ; provided that the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation first refusal set forth above in this Section 4.124.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the such Purchaser’s Subscription Amount of Securities purchased by a participating Purchaser and (y) the aggregate sum of all of the aggregate Subscription Amount of all participating Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 4.11 shall not apply in respect of an Exempt Issuance the issuance of the following: (a) shares of Common Stock, options or warrants to employees, key consultants, service providers, advisors, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not including subsection been amended since the date of this Agreement, (c) within securities in connection with acquisitions or strategic investments (including, without limitation, any licensing or distribution arrangements), the definition primary purpose of Exempt Issuancewhich is not to raise capital (except as in (e) below), (d) securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not the issuance of such securities, or (e) any warrants issued to XX Xxxxx Securities Inc. and the shares of Common Stock issuable upon exercise thereof.

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "“Subsequent Financing"), ”) unless (i) the Company delivers to each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At such Purchasers a written notice at least 5 Business Trading Days prior to the closing of such Subsequent Financing (the “Subsequent Financing, the Company shall deliver to each Purchaser a written notice Financing Notice”) of its intention to effect a such Subsequent Financing ("Pre-Notice")Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (ii) such Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City time) on the 5th Business 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-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If ; provided that the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation first refusal set forth above in this Section 4.124.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Company in the Subsequent Financing, each Financing such Purchaser Purchasers shall have the right to purchase 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" ” is the ratio of (x) the such Purchaser’s Subscription Amount of Securities purchased by a participating Purchaser and (y) the aggregate sum of all of the aggregate Subscription Amount of all participating Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 4.11 shall not apply to the following (a) the granting of options to employees, officers, directors or key consultants of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in respect connection with the offer and sale of an Exempt Issuance (not including subsection this Company's securities pursuant to this Agreement, or (c) within the definition exercise of Exempt Issuance)or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capita0l, or (e) securities issued to HPC Capital Management in connection with services rendered to the Company.

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent FinancingSUBSEQUENT FINANCING"), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "Participation Maximum")Financing. At least 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("PrePRE-NoticeNOTICE"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing NoticeSUBSEQUENT FINANCING NOTICE"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).Subsequent

Participation in Future Financing. (a) From the date hereof until the one year date that is the eighteen (18) month anniversary of the Effective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a "“Subsequent Financing"”), each Purchaser with a Subscription Amount of at least $100,000 (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the "“Participation Maximum"). ”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business five (5) 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 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Participation Right Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any 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 fifth (5th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice that 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 fifth (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 5th Business fifth (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 Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as fifth (5th) Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to the Participation Right Purchasers have notified received the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Participation Right Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Participation Right Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Participation Right Purchaser participating Purchaser under this Section 4.12 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Participation Right Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.12.

Participation in Future Financing. (a) From the date hereof until 12 months after the one year anniversary of the Effective Closing Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 5075% of the such Subsequent Financing (the "Participation Maximum"). . (b) At least 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser's participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. (a) From the date hereof until through the one year anniversary earlier of (i) the Effective DateMaturity Date (as defined in the Debentures) and (ii) the date on which the all amounts payable by the Company under the Debentures have been paid in full, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents any Indebtedness (a "“Subsequent Financing"Placement”), each Purchaser the Buyers shall have the right to participate in up to 50% an aggregate amount of the Subsequent Financing (Placement equal to the "Participation Maximum"), pro rata to each Buyer’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Placement. For purposes hereof “Participation Maximum” means 100%. (b) At least 5 Business five (5) Trading Days prior to the closing of the any proposed or intended Subsequent FinancingPlacement, the Company shall deliver to each Purchaser Buyer a written notice of its intention to effect (each such notice, a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser not contain any information (including, without limitation, material, non-public information) other than: (A) if it wants to review the details of such financing proposed Offer Notice (such additional noticeas defined below) constitutes or contains material, non-public information, a "statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing Notice")Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of a PurchaserBuyer within three (3) Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing NoticeBuyer, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer in reasonable detail accordance with the proposed terms of the Offer such Buyer’s pro rata portion of Participation Maximum, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4.13 shall be (x) based on such Buyer’s pro rata portion of the aggregate original principal amount of the Debentures purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount. (c) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Xxxxx’s receipt of such new Offer Notice. (d) The Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent FinancingPlacement Agreement, and (y) either (I) the amount consummation of proceeds intended to be raised thereunder, the Person with whom transactions contemplated by such Subsequent Financing is proposed to be effectedPlacement Agreement or (II) the termination of such Subsequent Placement Agreement, and attached to which shall be filed with the Commission on a term sheet or similar document relating Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. If by 5:30 p.m. . (New York City timee) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the 5th Business Day after terms specified in Section 4.13(d) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4.13(c) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4.13 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4.13(b) above. (f) Upon the closing of the issuance, sale or exchange of all or less than all of the Purchasers have received Refused Securities, such Buyer shall acquire from the Pre-NoticeCompany, notifications and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4.13(e) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Purchasers Company and such Buyer of their willingness a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its counsel. (g) Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4.13 may not be issued, sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement. (h) The Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Financing Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provision whereby such Buyer shall be required to cause their designees agree to participateany restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company, (y) is, representation and warranties of an Investor in the aggregate, less Subsequent Placement Documents shall not be more restrictive than the total amount those of the Subsequent FinancingBuyers in this Agreement (other than such changes as necessary to comply with applicable law, then rules and regulations, the Company may effect the remaining portion manner of sale of such security in such Subsequent Financing on Placement and/or the terms type of such security to be sold in such Subsequent Placement) and to the Persons (z) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement. (i) Notwithstanding anything to the contrary in this Section 4.13 and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Financing Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If the Company receives no notice from a Purchaser as of by such 5th fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such Purchaser transaction has been received by such Buyer, such transaction shall be deemed to have notified been abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company that it does not elect or any of its Subsidiaries. Should the Company decide to participate. The pursue such transaction with respect to the Offered Securities, the Company must shall provide the Purchasers such Buyer with a second Subsequent Financing Notice, another Offer Notice and the Purchasers such Buyer will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject 4.13. The Company shall not be permitted to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the aggregate amount last sentence of Section 4.13(c) or otherwise permitted by the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion Buyer. (as defined belowj) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, The restrictions contained in this Section 4.12 4.13 shall not apply in respect connection with the issuance of an Exempt Issuance (any Excluded Securities. The Company shall not including subsection (c) within circumvent the definition provisions of Exempt Issuance)this Section 4.13 by providing terms or conditions to one Buyer that are not provided to all.

Participation in Future Financing. (a) From the date hereof until the one year anniversary earlier of (i) none of the Effective Series A Common Warrants or Series B Common Warrants remain outstanding, and (ii) 18 months from the Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, or a combination of units hereof (a "“Subsequent Financing"”), each Purchaser the Purchasers shall have the right to participate participate, in the aggregate, up to 50% of the Subsequent Financing (the "“Participation Maximum")”) on the same terms, conditions and price provided for in the Subsequent Financing. Notwithstanding anything in this Section 4.15 to the contrary, in no event shall any Purchaser have the right to participate in a Subsequent Financing in an amount that would result in its beneficial ownership of the Common Stock of the Company exceeding 19.99% of the number of shares of Common Stock outstanding immediately following the issuance of securities in such a Subsequent Financing. (b) At least 5 Business two (2) Trading Days prior to the closing expected announcement of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect (each such notice, a Subsequent Financing ("“Pre-Notice"”) (unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when the underwriters agree with the Company it is lawful for the Company to do so and the other timing requirements of this Section 4.15 shall not apply), which Pre-Notice shall ask not contain any information (including, without limitation, material, non-public information) other than: (A) if the proposed Subsequent Financing Notice (as defined below) constitutes or contains material, non-public information, a statement asking whether the Purchaser is willing to accept material non-public information or (B) if the proposed Subsequent Financing Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Purchaser if that it wants is entitled to review receive a Subsequent Financing Notice (as defined below) with respect to such Subsequent Financing upon its written request. Upon the written request of a Buyer within one (1) Trading Day after the Company’s delivery to such Purchaser of such Pre-Notice, and only upon a written request by such Purchaser, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver to such Purchaser the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser,. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating thereto. If thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 5:30 not later than 4:30 p.m. (New York City time) on the 5th Business Trading Day after all the delivery of the Purchasers have received Subsequent Financing Notice) is delivered to the Pre-Notice, notifications by Purchaser (the Purchasers of their willingness “Participation Deadline”) that such Purchaser is willing to participate in the Subsequent Financing (or to cause their designees to participate) isFinancing, in the aggregate, less than the total amount of the Subsequent Financingsuch Purchaser’s participation, then the Company may effect the remaining portion of and representing and warranting that such Subsequent Financing Purchaser has such funds ready, willing, and available for investment on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 5th Business Daythe Participation Deadline, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide . (d) If by 4:30 p.m. (New York City time) on the Trading Day after all of the Purchasers with a second have received Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.15 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.15.

Participation in Future Financing. (a) From the date hereof until the one year date that is the two (2) month anniversary of the Effective Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration in a public offering (a "“Subsequent Financing"”), each Purchaser who is not a Purchaser that is also a party (or an Affiliate of a party) to that certain Securities Purchase Agreement dated September 25, 2016 (as amended), by and between the Company and each purchaser identified on the signature pages thereto (the “Previous Agreement”) (each such Purchaser, referred to as a (“Participation Purchaser”) shall have the right to participate in up to 50an amount of the Subsequent Financing equal to 5% of the Subsequent Financing (the "“Participation Maximum")”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, that, in accordance with clause (d) below, in no event shall such Purchasers in the aggregate have the right to participate in more than the Participation Maximum of any Subsequent Financing. At least 5 Business Days During or prior to the closing time period that the New York Stock Exchange is open (the “Trading Hour Period”) on the Trading Day prior to the Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to each Participation Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”); provided, however, the Company may deliver a Pre-Notice during such time other than during the Trading Hour Period, provided that such Pre-Notice shall be deemed to have been delivered at 9:30 a.m. on the next Trading Day, which Pre-Notice shall ask such Participation 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 (Participation Purchaser in such additional notice, a "Subsequent Financing Pre-Notice"). Upon the request consent of a Participation Purchaser, and only upon a request by consent of such Participation Purchaser, for a Subsequent Financing Noticeto receive material non-public information about the Company, the Company shall promptly, but no later than 1 Business Day after such request, promptly deliver a notice to such Participation Purchaser (a “Subsequent Financing Notice to such Purchaser. 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. If by 5:30 p.m. a Participation Purchaser does not, within 3 hours after the later of (New York City timei) on the 5th Business Day after all actual delivery of a Pre-Notice and (ii) the Purchasers have received the deemed delivery of a Pre-Notice, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company's obligations pursuant to this Section 4.9 with respect to such Participation Purchaser shall cease. (b) Any Participation Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 12 hours after receipt of the applicable Subsequent Financing Notice) (the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Participation Purchaser's participation, and representing and warranting that such Participation Purchaser 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 Purchaser as of such time, such Participation Purchaser shall be deemed to have notified the Company that it does not elect to participate. (c) After the Notice Termination Time, the Company may effect, on the terms and with the Persons set forth in the Subsequent Financing Notice, the portion of such Subsequent Financing equal to the total amount of the Subsequent Financing less the aggregate amount set forth in the notifications by the Participation Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is), in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of with such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing amounts subject to adjustment pursuant to Section 4.9(d). (d) If by the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event Termination Time, the Company receives responses to a Subsequent Financing Notices Notice from Participation Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Participation Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased hereunder by a Participation Purchaser participating Purchaser under this Section 4.9 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased hereunder by all Participation Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.9.

Participation in Future Financing. Except as otherwise set forth in this Section 6.12: 6.12.1 From the date hereof until the one year anniversary of the Effective Final Closing Date, upon any financing issuance by the Company, any of its Subsidiaries (or any resulting Person due to any “Spin-Outs”) in an offering pursuant to which any of the foregoing raises gross proceeds of at least $1,000,000 of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to such Purchaser’s proportionate share of the Subsequent Financing based on such Purchaser’s participation in this Offering (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, that Purchasers shall not have the right to participate in any offering by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up be issued solely to 50% of the Subsequent Financing (the "Participation Maximum"). Company Investors. 6.12.2 At least 5 Business Days 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 PurchaserPurchaser made within one trading day following the receipt by the Purchaser of the Pre-Notice, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day one (1) trading day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person person or persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. 6.12.3 Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th trading day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th trading day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. 6.12.4 If by 5:30 p.m. (New York City time) on the 5th Business Day trading day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect affect the remaining portion of such Subsequent Financing on the terms and to with the Persons persons set forth in the Subsequent Financing Notice. . 6.12.5 If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as 5th trading day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities Units purchased on the Closing Date by a Purchaser participating Purchaser under this Section 6.12 and (y) the sum of the aggregate Subscription Amount of Units purchased by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)6.12.

Participation in Future Financing. From the date hereof until the one year anniversary a Purchaser holds less than 25% of the Effective Dateoriginal Principal Amount of any Debentures originally purchased hereunder by such Purchaser, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each such Purchaser shall have the right to participate in up to 50100% of the Subsequent Financing (the "Participation Maximum"). At least 5 Business Trading Days prior to the closing of the such Subsequent Financing, the Company 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 such a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the terms Purchasers than those set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Principal Amount of Securities purchased by a participating such Purchaser and (y) the sum of the aggregate Subscription Principal Amount of all participating 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 the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From For as long as the date hereof until the one year anniversary of the Effective DatePreferred Stock remains outstanding, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in the Subsequent Financing for an amount up to 50% the lesser of the aggregated Stated Value of all outstanding Preferred Stock and the full amount of the Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition or any firm-commitment, underwritten public offering of Exempt Issuance)securities.

Participation in Future Financing. (a) From the date hereof until the one year anniversary of the Effective Datedate, with respect to each Purchaser, that such Purchaser no longer owns any Debentures, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the "“Participation Maximum"”). . (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as fifth Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).the

Participation in Future Financing. (a) From the date hereof until the one year date that is the six (6) month anniversary of the Effective Date, upon any financing issuance by the Company or any of its Subsidiaries of Indebtedness, Common Stock or Common Stock Equivalents for cash consideration or a combination thereof (a "“Subsequent Financing"”), each Purchaser (when aggregated with its Affiliates) with a Subscription Amount of at least $1,000,000 (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the "“Participation Maximum"). ”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, in respect of an underwritten firm commitment “public offering” of the Company’s Common Stock or Common Stock Equivalents, the Participation Maximum shall be 25% of the Subsequent Financing. (b) At least 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each 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 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Participation Right Purchaser. Notwithstanding anything herein to the contrary, in the event that the Subsequent Financing is an “overnight” registered direct offering (“RDO”), there shall be no Pre-Notice require to be delivered to the Participating Purchaser provided that the Subsequent Financing is delivered between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any 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 fifth (5th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice that 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 fifth (5th) Trading Day, such Participation Right Purchaser shall be deemed to have notified the Company that it does not elect to participate. Notwithstanding anything herein to the contrary, in the event of an RDO, any Participating Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Participating Purchaser (the “Notice Termination Time”) that such Participating Purchaser is willing to participate in the Subsequent Financing, the amount of such Participating Purchaser’s participation, and representing and warranting that such Participating Purchaser 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 Participating Purchaser as of such Notice Termination Time, such Participating Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing (d) If by 5:30 p.m. (New York City time) on the 5th Business fifth (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 Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. If Notwithstanding anything hereinto to the contrary, in the event of an RDO, if, by the Notice Termination Time, notifications by the Participating Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company receives no notice from a Purchaser as may effect the remaining portion of such 5th Business Day, such Purchaser shall be deemed to have notified Subsequent Financing on the Company that it does not elect to participate. The Company must provide terms and with the Purchasers with a second Persons set forth in the Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason . (e) If by 5:30 p.m. (New York City time) on the terms set forth in such Subsequent Financing Notice within 15 Business Days fifth (5th) Trading Day after the date all of the initial Subsequent Financing Participation Right Purchasers have received the Pre-Notice. In the event , the Company receives responses to a Subsequent Financing Notices Notice from Participation Right Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Participation Right Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "Notwithstanding anything herein to the contrary, in the event of an RDO, if, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Participating Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Participating Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum “Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Dates by a Participation Right Purchaser participating Purchaser under this Section 4.12 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Dates by all Participation Right Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.12.

Participation in Future Financing. (a) From the date hereof until through the one year later of (i) such date on which the Buyers hold less than 50% of the aggregate principal amount of the Notes issued and outstanding on the Closing Date and (ii) the 12-month anniversary of the Effective Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of any preferred stock, Indebtedness, shares of Common Stock Stock, or Common Stock Equivalents Equivalents, in any case, for cash consideration, indebtedness or a combination of units thereof (a "“Subsequent Financing"Placement”), each Purchaser the Buyers shall have the right to participate in up to 50% an aggregate amount of the Subsequent Financing (Placement equal to the "Participation Maximum"), pro rata to each Buyer’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Placement. For purposes hereof “Participation Maximum” means (i) with respect to any Subsequent Placement of shares of Common Stock, preferred stock, or Indebtedness, including, in each case, Common Stock Equivalents, 50%. (b) At least 5 Business five (5) Trading Days prior to the closing of the any proposed or intended Subsequent FinancingPlacement, the Company shall deliver to each Purchaser Buyer a written notice of its intention to effect (each such notice, a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser not contain any information (including, without limitation, material, non-public information) other than: (A) if it wants to review the details of such financing proposed Offer Notice (such additional noticeas defined below) constitutes or contains material, non-public information, a "statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing Notice")Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of a PurchaserBuyer within three (3) Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing NoticeBuyer, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer in reasonable detail accordance with the proposed terms of the Offer such Buyer’s pro rata portion of Participation Maximum, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4.13 shall be (x) based on such Buyer’s pro rata portion of the aggregate original principal amount of the Notes purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount. (c) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Xxxxx’s receipt of such new Offer Notice. (d) The Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent FinancingPlacement Agreement, and (y) either (I) the amount consummation of proceeds intended to be raised thereunder, the Person with whom transactions contemplated by such Subsequent Financing is proposed to be effectedPlacement Agreement or (II) the termination of such Subsequent Placement Agreement, and attached to which shall be filed with the Commission on a term sheet or similar document relating Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. If by 5:30 p.m. . (New York City timee) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the 5th Business Day after terms specified in Section 4.13(d) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4.13(c) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4.13 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4.13(b) above. (f) Upon the closing of the issuance, sale or exchange of all or less than all of the Purchasers have received Refused Securities, such Buyer shall acquire from the Pre-NoticeCompany, notifications and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4.13(e) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Purchasers Company and such Buyer of their willingness a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its counsel. (g) Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4.13 may not be issued, sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement. (h) The Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Financing Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provision whereby such Buyer shall be required to cause their designees agree to participateany restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company, (y) is, representation and warranties of an Investor in the aggregate, less Subsequent Placement Documents shall not be more restrictive than the total amount those of the Subsequent FinancingBuyers in this Agreement (other than such changes as necessary to comply with applicable law, then rules and regulations, the Company may effect the remaining portion manner of sale of such security in such Subsequent Financing on Placement and/or the terms type of such security to be sold in such Subsequent Placement) and to the Persons (z) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement. (i) Notwithstanding anything to the contrary in this Section 4.13 and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Financing Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If the Company receives no notice from a Purchaser as of by such 5th fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such Purchaser transaction has been received by such Buyer, such transaction shall be deemed to have notified been abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company that it does not elect or any of its Subsidiaries. Should the Company decide to participate. The pursue such transaction with respect to the Offered Securities, the Company must shall provide the Purchasers such Buyer with a second Subsequent Financing Notice, another Offer Notice and the Purchasers such Buyer will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject 4.13. The Company shall not be permitted to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the aggregate amount last sentence of Section 4.13(c) or otherwise permitted by the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion Buyer. (as defined belowj) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, The restrictions contained in this Section 4.12 4.13 shall not apply in respect connection with the issuance of an Exempt Issuance (not including subsection (c) within the definition of any Exempt Issuance). The Company shall not circumvent the provisions of this Section 4.13 by providing terms or conditions to one Buyer that are not provided to all.

Participation in Future Financing. (a) From the date hereof until the one year date that is the twelve (12) month anniversary of the Effective Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the "“Participation Maximum"”) on the same terms, conditions and price provided for in the Subsequent Financing. Notwithstanding anything herein to the contrary, in the event of a Registered Direct Offering (“RDO”), the Company shall provide the Purchaser with two (2) hours written notice after 4:01pm on the night the Registered Direct Offering is being consummated. Any Purchaser desiring to participate in such RDO must provide written notice to the Company by 9:00pm (New York City time) on the night of the RDO that such Purchaser is willing to participate in the RDO, 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 RDO notice. If the Company receives no such notice from a Purchaser by 9:00pm (EST), such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such RDO. (b) At least 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as fifth (5th) Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.11 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.11.

Participation in Future Financing. From the date hereof until the one year anniversary of 18 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "Participation Maximum")Financing. At least 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the terms Purchasers than those set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation MaximumSubsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not including subsection been amended since the date of this Agreement to increase the number of such securities (unless such amendment results from the application of any anti dilution provisions applicable to such securities) or (c) within following the definition 120th day after the Closing Date, up to $3,000,000 principal amount of convertible debentures less any principal amounts of debentures purchased pursuant to Section 4.16 by any Crestview Entities (as defined therein) on identical terms as the debentures (including the conversion price) issuable pursuant to Section 4.16 (collectively, the "Exempt IssuanceSecurities").

Participation in Future Financing. From the date hereof until the one year anniversary of the Effective Date--------------------------------- such time as a Purchaser no longer holds any Debentures, upon any financing by and except for Exempt Transactions, the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "Subsequent Financing"), each Purchaser shall have ) unless (i) -------------------- the right Company delivers to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At Purchasers' Representative a written notice at least 5 Business Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to each Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing ("Pre-Notice")--------------------------- Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (ii) Purchasers' Representative shall not have notified the Company by 5:30 6:30 p.m. (New York City time) on the 5th Business fifth (5th) Trading Day after all its receipt of the Subsequent Financing Notice of its and/or other Purchasers' willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, all or part of such financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers have received shall fail to so notify the Pre-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If ; provided that the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation first refusal set forth above in this Section 4.124.16, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice, and if the Company still desires to effect such financing. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Company in the Subsequent Financing, each Financing such Purchaser Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).Capital Shares or Capital Shares Equivalents to be issued

Participation in Future Financing. (a) From the date hereof until the one year earlier of: (i) the date the Notes are no longer outstanding; or (ii) the date that is the 12 month anniversary of the Effective Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50% an amount of the Subsequent Financing equal to 100% of the its investment in this financing (the "“Participation Maximum"”) on the same terms, conditions and price provided for in the Subsequent Financing. Notwithstanding this Section, any financing provided by a current shareholder who is a natural person (including without limitation Xxx Xxxx and his holding company RC Holding Company), board member or officer or by Burcor, LLC, a current shareholder of the Company, will not be considered a Subsequent Financing. For the avoidance of doubt, the Purchasers acknowledge that pursuant to separate previous agreement(s) between the Company and Xxxx Xxxxxxxx (a Purchaser hereunder), in any Subsequent Financing Xx. Xxxxxxxx may be entitled to participate for a greater amount than that set forth in this Section 4.12(a), and this Section shall not diminish his rights under such other agreement(s) in any way. (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as 5th Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.12 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.12.

Participation in Future Financing. From the date hereof until the one year anniversary earlier of the first anniversary after the Effective DateDate or the date the first Subsequent Financing (as defined below) closes, upon any financing by if the Company or any desires to effect an offering of its Subsidiaries of Common Stock or Common Stock Equivalents for an aggregate offering price of at least $3,000,000 (a "“Subsequent Financing"”), each Purchaser WPG shall have the right to participate in such Subsequent Financing in an amount up to 50% $1,500,000 of the Subsequent Financing (the "Participation Maximum")Financing. At least 5 Business four (4) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser WPG a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business fourth Trading Day after all of the Purchasers have WPG has received the Pre-NoticeSubsequent Financing Notice (i) WPG has notified the Company that it (or its affiliated designee) does not elect to participate in the Subsequent Financing, notifications by or (ii) WPG has notified the Purchasers of their Company that its (or its affiliated designee’s) willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, is less than the total amount of the Subsequent Financing, then the Company may effect such Subsequent Financing or the remaining portion of such Subsequent Financing Financing, as applicable, on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser WPG as of such 5th Business Dayfourth Trading Day after WPG has received the Subsequent Financing Notice, such Purchaser WPG shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers WPG with a second Subsequent Financing Notice, and the Purchasers WPG will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days 60 days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply to (a) shares of Common Stock or options to consultants, employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by the Company or to the issuance of Common Stock upon exercise of such options, (b) any equity securities issued pursuant to any equipment leasing arrangement or debt financing from a bank or similar financial institution whose primary business is lending money and not investing in respect of an Exempt Issuance (not including subsection securities, (c) within any equity securities issued in connection with strategic transactions involving the definition Company and other entities, the primary purpose of Exempt Issuancewhich is not to raise capital, including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements (provided that the primary purpose of such transaction is not the raising of capital), (d) any securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination, (e) any securities issued in connection with the settlement of pending or threatened litigation or similar proceeding, (f) shares of Common Stock issued in conjunction with any stock split, stock dividend or recapitalization of the Company, (g) any securities issuable upon the exercise or conversion of, or pursuant to the anti-dilution provisions contained within, any agreement, option, restricted stock awards, preferred stock, promissory note, convertible promissory note or warrants outstanding on the date hereof (but not to the extent amended hereafter), (h) any shares of Common Stock issuable under the Transaction Documents (including those issued pursuant to the anti-dilution provisions contained therein), (i) shares of Common Stock issued in connection with the Company’s repurchase of the Company’s outstanding 5.25% Convertible Subordinated Debentures due 2004 and (j) shares of Common Stock issued to vendors in exchange for services rendered to the Company.

Participation in Future Financing. (a) From the date hereof until the date that is the one year anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent FinancingSUBSEQUENT FINANCING"), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the "Participation MaximumPARTICIPATION MAXIMUM"). . (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("PrePRE-NoticeNOTICE"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing NoticeSUBSEQUENT FINANCING NOTICE"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser's participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as 5th Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase 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 PortionPRO RATA PORTION" is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.13 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.13.

Participation in Future Financing. From The Company shall not effect the next equity or debt financing after the date hereof until of this Agreement in which it raises at least, in the one year anniversary of the Effective Dateaggregate, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate $1,000,000 in up to 50% of the Subsequent Financing gross proceeds (the "Participation MaximumNext Financing"). At ) unless (a) the Company delivers to each Purchaser a written notice at least 5 Business Trading Days prior to the closing of such Next Financing (the Subsequent Financing, the Company shall deliver to each Purchaser a written notice "Next Financing Notice") of its intention to effect a Subsequent Financing ("Pre-Notice")the Next Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Next Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent the Next Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent the Next Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (b) such Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City Pacific time) on the 5th Business third (3rd) Trading Day after all its receipt of the Next Financing Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation and compliance with applicable securities laws, all or part of such financing to the Company on the same terms set forth in the Next Financing Notice within 15 calendar days of such Purchaser's notification of its intent to participate (the "Next Financing Participation Period"). If one or more Purchasers have received shall fail to so notify the Pre-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Next Financing, then the Company may effect the remaining portion of such Subsequent the Next Financing on the terms and to the Persons set forth in the Subsequent Next Financing Notice. If ; provided that, in such event, the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Next Financing Notice, and the Purchasers will again have the participation right of participation as set forth above in this Section 4.124.33, if the Subsequent Next Financing subject to the initial Subsequent Next Financing Notice is not consummated for any reason on the terms set forth in such Subsequent the Next Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Next Financing Notice with the Persons identified in the Next Financing Notice. In the event the Company receives responses to Subsequent Next Financing Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Subsequent Financing, each Company in the Next Financing such Purchaser Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximumcapital shares or capital shares equivalents to be issued in such Next Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser such Purchaser's Shares and (y) the aggregate sum of all of the aggregate Subscription Amount of all participating PurchasersAmounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers and such Purchaser who no longer holds any Shares shall not have any Pro Rata Portion. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 4.33 shall not apply to the following (a) the granting of options or restricted stock to employees, officers, consultants and directors of the Company pursuant to the Plan or any other stock option or restricted stock plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in respect connection with the offer and sale of an Exempt Issuance (not including subsection the Securities pursuant to this Agreement, or (c) within the definition exercise of Exempt Issuance)or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, or (d) acquisitions, collaborations, licensing transactions or strategic investments, the primary purpose of which is not to raise capital, or (e) in connection with bank credit agreements and equipment or land lease lines with a non-equity financing purpose or (f) debt with banking institutions not to exceed $3,000,000.

Participation in Future Financing. From Subject to the date hereof until terms and conditions specified in this Section 4.4, the one year anniversary Company hereby grants to each Purchaser who holds Shares of the Effective Date, upon any financing Company's Common Stock a right of first offer with respect to future issuances by the Company or any of its Subsidiaries Equity Securities (as hereinafter defined). Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of Common Stock or Common Stock Equivalents its capital stock (a "Subsequent FinancingEquity Securities"), each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At least 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver first make an offering of such Equity Securities to each Purchaser the Purchasers and others with a written notice right 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 participation in such financing (such additional notice, the "Stockholders") in accordance with the following provisions: (a) The Company shall deliver a notice by certified mail (a "Subsequent Financing Notice"). Upon ) to each Stockholder stating (i) its bona fide intention to offer such Equity Securities, (ii) the request number of a Purchasersuch Equity Securities to be offered, and only (iii) the price and terms, if any, upon a request by which it proposes to offer such Purchaser, for a Subsequent Financing Equity Securities. (b) Within 15 calendar days after delivery of the Notice, the Company shall promptlyStockholder may elect to purchase or obtain, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail at the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, price and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Day after all of terms specified in the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness up to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining that portion of such Subsequent Financing on Equity Securities which equals the terms and proportion that the sum of the number of shares of Common Stock then held, by such Stockholder bears to the Persons set forth total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). (c) The Company may, during the 60-day period following the expiration of the period provided in subsection 4.4(b) hereof, offer the remaining unsubscribed portion of the Equity Securities to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as does not enter into an agreement for the sale of the Equity Securities within such 5th Business Dayperiod, or if such Purchaser agreement is not consummated within 90 days of the execution thereof, the right provided hereunder shall be deemed to have notified be revived and such Equity Securities shall not be offered unless first reoffered to the Company that it does not elect to participate. Stockholders in accordance herewith. (d) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above first offer in this Section 4.12, if the Subsequent Financing subject 4.4 shall not be applicable (i) to the initial Subsequent Financing Notice is not consummated for issuance or sale by the Company of any reason on of its capital stock pursuant to any benefit, option, restricted stock, stock purchase or similar plans or arrangements, including pursuant to or upon the terms set forth exercise of option rights, warrants or other securities or agreements, (ii) any underwritten public offering or any other public offering by the Company in such Subsequent Financing Notice within 15 Business Days after which shares are offered at market price, (iii) to the date issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities, (iv) to the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, (v) to the issuance of securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, or similar transactions, (vi) to any issuance in connection with a stock split, reverse stock split, reclassification, recapitalization, consolidation, merger or similar event and (vii) to the issuance of securities that, with unanimous approval of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount Board of Directors of the Subsequent FinancingCompany, each such Purchaser shall have the right are not offered to purchase their Pro Rata Portion (as defined below) any existing stockholder of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)Company.

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "“Subsequent Financing"), ”) unless (i) the Company delivers to each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At such Purchasers a written notice at least 5 Business Trading Days prior to the closing of such Subsequent Financing (the “Subsequent Financing, the Company shall deliver to each Purchaser a written notice Financing Notice”) of its intention to effect a such Subsequent Financing ("Pre-Notice")Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (ii) such Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City time) on the 5th Business 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-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If ; provided that the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation first refusal set forth above in this Section 4.124.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Company in the Subsequent Financing, each Financing such Purchaser Purchasers shall have the right to purchase 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" ” is the ratio of (x) the such Purchaser’s Subscription Amount of Securities purchased by a participating Purchaser and (y) the aggregate sum of all of the aggregate Subscription Amount of all participating Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 4.11 shall not apply to the following (a) the granting of options to employees, officers, directors or key consultants of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in respect connection with the offer and sale of an Exempt Issuance (not including subsection this Company's securities pursuant to this Agreement, or (c) within the definition exercise of Exempt Issuance)or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "Participation Maximum"). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business second Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 2nd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "Subsequent Financing"), ) unless (i) the Company delivers to each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At such Purchasers a written notice at least 5 Business Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to each Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing ("Pre-Notice")Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (ii) such Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City time) on the 5th Business 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-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If ; provided that the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation first refusal set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Company in the Subsequent Financing, each Financing such Purchaser Purchasers shall have the right to purchase 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" is the ratio of (x) the such Purchaser's Subscription Amount of Securities purchased by a participating Purchaser and (y) the aggregate sum of all of the aggregate Subscription Amount of all participating Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in respect connection with the offer and sale of an Exempt Issuance (not including subsection this Company's securities pursuant to this Agreement, or (c) within the definition exercise of Exempt Issuance)or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "Participation Maximum"). At least 5 Business 3 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business third Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 3rd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Amount, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From (a) During the date hereof until the one year anniversary of the Effective DateCommitment Period, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (a "“Subsequent Financing"”), each the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the "“Participation Maximum"). ”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a the Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) If the Purchaser 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 5th Trading Day it receives the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from the Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business 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 designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (e) The Company must provide the Purchasers Purchaser with a second Subsequent Financing Notice, and the Purchasers Purchaser will again have the right of participation set forth above in this Section 4.124.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 90 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion . (as defined belowf) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.15 shall not apply in respect of (i) an Exempt Issuance Issuance, (not including subsection ii) an underwritten public offering of Common Stock or (ciii) within the definition an issuance of Exempt Issuance)up to $1,000,000 of securities pursuant to Rule 504.

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business second Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 2nd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the Subsequent Financing (the "“Participation Maximum"”). At least 5 Business 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 1 Business one Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).of

Participation in Future Financing. (a) From the date hereof until the one year 18-month anniversary of the Effective Datelater of: (i) the Maturity Date (as defined in the Note), and (ii) full repayment of the Note by Company (the “Participation Period”), upon the Company’s intent to raise any financing involving the issuance by the Company of equity securities, debt securities or any combination thereof (a “Subsequent Financing”), neither the Company nor any of its Subsidiaries of Common Stock shall, directly or Common Stock Equivalents (a "indirectly, effect such Subsequent Financing"), each Purchaser Financing unless the Company shall have first complied with this Section 4.12. The Company acknowledges and agrees that the right set forth in this Section 4.12 is a right granted by the Company, separately, to participate in up to 50% of the Subsequent Financing each Buyer. (the "Participation Maximum"). b) At least 5 Business five (5) Trading Days prior to the closing of the any proposed or intended Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect (each such notice, a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser not contain any information (including, without limitation, material, non-public information) other than: (A) if it wants to review the details of such financing proposed Offer Notice (such additional noticeas defined below) constitutes or contains material, non-public information, a "statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing, (y) a statement that the statement in clause (x) above does not constitute material, nonpublic information and (z) a statement informing the Purchaser that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Financing Notice")upon its written request. Upon the written request of a Purchaserthe Purchaser within three (3) Trading Days after the Company’s delivery to the Purchaser of such Pre-Notice, and only upon a written request by such the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver to the Purchaser an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Financing, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with the Purchaser in reasonable detail accordance with the proposed terms of the Offer (I) with respect to any offerings of indebtedness, 100% or (II) with respect to any other offering, 45% of the Offered Securities. (c) If the Purchaser desires to participate in any such Subsequent Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York, NY time) on the fifth (5th) Trading Day after the Purchaser has received the Participation Notice that the Purchaser is exercising its right to participate in the Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effectedPurchaser’s participation, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on representing and warranting that the 5th Business Day after all of the Purchasers have received the Pre-NoticePurchaser has funds ready, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing willing and available for investment on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no does not receive such notice from a the Purchaser as of such 5th Business fifth Trading Day, such the Purchaser shall be have been deemed to have notified the Company that it the Purchaser does not elect to participate. . (d) After 5:30 p.m. (New York, NY time) on the fifth (5th) Trading Day after the Purchaser has received the Participation Notice, the Company shall have the right to enter into the Subsequent Financing, subject to the participation of the Purchaser if it has properly notified the Company of its election to participate. (e) The Company must provide the Purchasers Purchaser with a second Subsequent Financing Participation Notice, and the Purchasers Purchaser will again have the right of participation to participate as set forth above in this Section 4.12, if any of the material terms of the Subsequent Financing subject are changed. (f) The Company and the Purchaser agree that if Purchaser elect to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth participate in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude the Purchaser from participating in a Subsequent Financing, including, but not limited to, provisions whereby the Purchaser shall have the right be required to purchase their Pro Rata Portion (agree to any restrictions on trading as defined below) to any securities of the Participation Maximum. "Pro Rata Portion" is Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the ratio of (x) like under or in connection with this Agreement, without the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum prior written consent of the aggregate Subscription Amount of all participating Purchasers. Purchaser. (g) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. (a) From the date hereof until the one year anniversary date when a Purchaser hold less than 25% of its outstanding Principal Amount of the Effective DateDebentures, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each such Purchaser shall have the right to participate in the Subsequent Financing in an amount equal to up to 50100% of the Subsequent Financing (the "“Participation Maximum"”). . (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as 5th Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase 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" ” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.13 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.13.

Participation in Future Financing. (a) From the date hereof until the one year date that is the 12 month anniversary of the Effective Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up any Subsequent Financing, subject to 50% of the terms, conditions and price provided for in the Subsequent Financing Financing, with such participation percentage being expressed by a fraction, the numerator of which is $3,500,000 and the denominator of which is the sum of $3,500,000 and the proceeds received by the Company pursuant to the Common Stock Transaction (the "Participation Maximum"). . (b) At least 5 Business 15 Trading Days prior following the determination to the closing of pursue 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 receipt by a Purchaser of a Subsequent Financing Notice, the Purchaser may be deemed to be in possession of material non-public information and shall thereupon suspend all trading in the securities of the Company until such date that is the earlier of (i) the date such Subsequent Financing is consummated or (ii) such date as the Purchaser determines receipt of such Subsequent Financing Notice does not constitute material non-public information. Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 15th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser's participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 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 5th Business 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 Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the 15th Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives no notice responses to a Subsequent Financing Notice from a Purchaser as Purchasers seeking to purchase more than the aggregate amount of such 5th Business Daythe Participation Maximum, each such Purchaser shall be deemed have the right to have notified purchase the Company that it does not elect to participategreater of (a) their Pro Rata Portion (as defined below) of the Participation Maximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13. (f) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion . (as defined belowg) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) the Common Stock Transaction, (ii) an Exempt Issuance or (not including subsection (ciii) within the definition an underwritten public offering of Exempt Issuance)Common Stock.

Participation in Future Financing. (a) From the date hereof until the one year 18-month anniversary of the Effective Datelater of: (i) the Maturity Date (as defined in the Note), and (ii) full repayment of the Notes by Company (the “Participation Period”), upon the Company’s intent to raise any financing involving the issuance by the Company of equity securities, debt securities, or any combination thereof (a “Subsequent Financing”), neither the Company nor any of its Subsidiaries of Common Stock shall, directly or Common Stock Equivalents (a "indirectly, effect such Subsequent Financing"), each Purchaser Financing unless the Company shall have first complied with this Section 4.12. The Company acknowledges and agrees that the right set forth in this Section 4.12 is a right granted by the Company, separately, to participate in up to 50% of the Subsequent Financing each Purchaser. (the "Participation Maximum"). b) At least 5 Business five (5) Trading Days prior to the closing of the any proposed or intended Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect (each such notice, a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask not contain any information (including, without limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains material, non-public information, a statement asking whether the Purchaser is willing to accept material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing, (y) a statement that the statement in clause (x) above does not constitute material, nonpublic information and (z) a statement informing such Purchaser if that it wants is entitled to review the details of receive an Offer Notice (as defined below) with respect to such financing (such additional notice, a "Subsequent Financing Notice")upon its written request. Upon the written request of a PurchaserPurchaser within two (2) Trading Days after the Company’s delivery to such Purchaser of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver to such Purchaser an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Financing, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Purchaser in accordance with the terms of the Offer such Purchaser. The ’s pro rata portion of (I) with respect to any offerings of debt securities, 100% of the Offered Securities or (II) with respect to any other offering, 45% of the Offered Securities in each case on the same terms, conditions and price provided for in the Subsequent Financing Financing, provided that the number of Offered Securities which such Purchaser shall have the right to subscribe for under this Section 4.12(b) shall be (x) based on such Purchaser’s pro rata portion of the aggregate original principal amount of the Notes purchased hereunder by all Purchasers (the “Basic Amount”), and (y) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchaser as such Purchaser shall indicate it will purchase or acquire should the other Purchaser subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Purchaser shall have an opportunity to subscribe for any remaining Undersubscription Amount.. (c) If a Purchaser desires to participate in any such Subsequent Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York, NY time) on the second (2nd) Trading Day after the Purchasers have received the Offer Notice shall describe that such Purchaser is exercising its right to participate in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to a Purchaser’s participation, which shall not be raised thereunder, the Person with whom more than such Subsequent Financing is proposed to be effectedPurchaser’s Pro Rata Participation Amount, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Day after all of the Purchasers have received the Pre-Noticerepresenting and warranting that such Purchaser has funds ready, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing willing and available for investment on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no does not receive such notice from a any Purchaser as of such 5th Business fifth Trading Day, such Purchaser shall be have been deemed to have notified the Company that it such Purchaser does not elect to participate. . (d) After 5:30 p.m. (New York, NY time) on the fifth (5th) Trading Day after the Purchasers have received the Offer Notice, the Company shall have the right to enter into the Subsequent Financing, subject to the participation of any of the Purchasers who have properly notified the Company of its election to participate. (e) The Company must provide the Purchasers with a second Subsequent Financing Offer Notice, and the Purchasers will again have the right of participation to participate as set forth above in this Section 4.12, if any of the material terms of the Subsequent Financing subject are changed. (f) The Company and the Purchasers agree that if Purchasers elect to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth participate in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser the transaction documents related to the Subsequent Financing shall have not include any term or provision that, directly or indirectly, will, or is intended to, exclude the right Purchasers from participating in a Subsequent Financing, including, but not limited to, eliminating the protections afforded by Section 4.8 of this Agreement provisions whereby the Purchasers shall be required to purchase their Pro Rata Portion (agree to any restrictions on trading as defined below) to any securities of the Participation Maximum. "Pro Rata Portion" is Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the ratio of (x) like under or in connection with this Agreement, without the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum prior written consent of the aggregate Subscription Amount of all participating Purchasers. . (g) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of 6 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent FinancingSUBSEQUENT FINANCING"), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "Participation MaximumPARTICIPATION MAXIMUM"). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("PrePRE-NoticeNOTICE"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing NoticeSUBSEQUENT FINANCING NOTICE"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata PortionPRO RATA PORTION" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. (a) From the date hereof until the one year 12 month anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the "“Participation Maximum"”). . (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 10th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as 10th Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase 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" ” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.13 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the one year anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent FinancingSUBSEQUENT FINANCING"), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the "Participation MaximumPARTICIPATION MAXIMUM"). . (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("PrePRE-NoticeNOTICE"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing NoticeSUBSEQUENT FINANCING NOTICE"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser's participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as fifth Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase 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 PortionPRO RATA PORTION" is the ratio of (x) the Subscription Amount Principal amount of All American Debentures re-issued hereunder of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.13 and (y) the sum of the aggregate Subscription Amount Principal amount of All American Debentures re-issued hereunder of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.13.

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 5033.33% of the such Subsequent Financing (the "Participation Maximum"). At least 5 Business 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 1 Business one Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business second Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until 12 months after the one year anniversary of the Effective Closing Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "Participation Maximum"). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business second Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice Notice, or on terms more favorable to the Company, within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. Except as otherwise set forth in this Section 6.14: 6.14.1 From the date hereof until the one year anniversary of the Effective Final Closing Date, upon any financing issuance by the Company, any of its Subsidiaries (or any resulting Person due to any “Spin-Outs”) in an offering pursuant to which any of the foregoing raises gross proceeds of at least $1,000,000 of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to such Purchaser’s proportionate share of the Subsequent Financing based on such Purchaser’s participation in this Offering (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, that Purchasers shall not have the right to participate in any offering by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up be issued solely to 50% of the Subsequent Financing (the "Participation Maximum"). Company Investors. 6.14.2 At least 5 Business Days 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 PurchaserPurchaser made within one trading day following the receipt by the Purchaser of the Pre-Notice, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day trading day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person person or persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. 6.14.3 Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th trading day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th trading day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. 6.14.4 If by 5:30 p.m. (New York City time) on the 5th Business Day trading day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons persons set forth in the Subsequent Financing Notice. . 6.14.5 If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as 5th trading day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities Units purchased on the Closing Date by a Purchaser participating Purchaser under this Section 6.12 and (y) the sum of the aggregate Subscription Amount of Units purchased by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)6.12.

Participation in Future Financing. From the date hereof until the one year anniversary of 18 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "Participation Maximum")Financing. At least 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the terms Purchasers than those set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation MaximumSubsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not including subsection been amended since the date of this Agreement to increase the number of such securities (unless such amendment results from the application of any anti dilution provisions applicable to such securities) or (c) within following the definition 120th day after the Closing Date, up to $3,000,000 principal amount of convertible debentures less any principal amounts of debentures purchased pursuant to Section 4.16 of the March Purchase Agreement by any Crestview Entities (as defined therein) on identical terms as the debentures (including the conversion price) issuable pursuant to Section 4.16 of the March Purchase Agreement (collectively, the "Exempt IssuanceSecurities").

Participation in Future Financing. (a) From the date hereof until the one year date that is the twenty four (24) month anniversary of the Effective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50an amount of the Subsequent Financing equal to 35% of the Subsequent Financing (the "“Participation Maximum"). ”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business Days four (4) hours prior to the closing pricing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-“Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company within four hours of the time the Company provided the Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Notice. If the Company receives no such notice from a Purchaser by 5:30 p.m. that time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (New York City timed) on If after four hours from the 5th Business Day after all of time the Purchasers have received Company provided the Pre-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 Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If after four hours from the time the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified provided the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices the Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.11 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.11.

Participation in Future Financing. (a) From the date hereof until the one year 18-month anniversary of the Effective Datedate of this Agreement (the “Participation Period”), upon the Company’s intent to raise any financing involving the issuance by the Company of equity securities, debt securities, or any combination thereof (a “Subsequent Financing”), neither the Company nor any of its Subsidiaries of Common Stock shall, directly or Common Stock Equivalents (a "indirectly, effect such Subsequent Financing"), each Purchaser Financing unless the Company shall have first complied with this Section 4.12. The Company acknowledges and agrees that the right set forth in this Section 4.12 is a right granted by the Company, separately, to participate in up to 50% of the Subsequent Financing each Investor. (the "Participation Maximum"). b) At least 5 Business five (5) Trading Days prior to the closing of the any proposed or intended Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect (each such notice, a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser not contain any information (including, without limitation, material, non-public information) other than: (A) if it wants to review the details of such financing proposed Subsequent Financing Notice (such additional noticeas defined below) constitutes or contains material, non-public information, a "statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Subsequent Financing Notice")Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing, (y) a statement that the statement in clause (x) above does not constitute material, nonpublic information and (z) a statement informing such Investor that it is entitled to receive a Subsequent Financing Notice (as defined below) with respect to such Subsequent Financing upon its written request. Upon the written request of a Purchaseran Investor within two (2) Trading Days after the Company’s delivery to such Investor of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing NoticeInvestor, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver to such Investor an irrevocable written notice (the “Subsequent Financing Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Financing, which Subsequent Financing Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Investor in reasonable detail accordance with the proposed terms of the Offer such Investor’s pro rata portion of (I) with respect to any offerings of debt securities, 100% of the Offered Securities or (II) with respect to any other offering, 45% of the Offered Securities in each case on the same terms, conditions and price provided for in the Subsequent Financing, provided that the number of Offered Securities which such Investor shall have the right to subscribe for under this Section 4.12(b) shall be (x) based on such Investor’s pro rata portion of the aggregate original principal amount of the Notes purchased hereunder by all Investors (the “Basic Amount”), and (y) with respect to each Investor that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Investor as such Investor shall indicate it will purchase or acquire should the other Investor subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Investor shall have an opportunity to subscribe for any remaining Undersubscription Amount. (c) If an Investor 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, N.Y. time) on the second (2nd)Trading Day after the Investors have received the Subsequent Financing Notice that such Investor is exercising its right to participate in the Subsequent Financing, the amount of proceeds intended to such Investor’s participation, which shall not be raised thereunder, the Person with whom more than such Subsequent Financing is proposed to be effectedInvestor’s Pro Rata Participation Amount, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Day after all of the Purchasers have received the Pre-Noticerepresenting and warranting that such Investor has such funds ready, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) iswilling, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing and available for investment on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser any Investor as of such 5th Business second (2nd) Trading Day, such Purchaser Investor shall be deemed to have notified the Company that it does not elect to participate. . (d) After 5:30 p.m. (New York, N.Y. time) on the fifth (5th) Trading Day after the Investors have received the Subsequent Financing Notice, the Company shall have the right to enter into the Subsequent Financing, subject to the participation of any of the Investors who have notified the Company of its election to participate in accordance with this Section 4.12. (e) The Company must provide the Purchasers Investors with a second Subsequent Financing Notice, and the Purchasers Investors will again have the right of participation set forth above in this Section 4.12, if there is any material change to any of the terms of the Subsequent Financing. (f) The Company and each Investor agree that if such Investor elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing subject shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude the Investor from participating in a Subsequent Financing, including, but not limited to, provisions whereby the Investor shall be required to agree to any restrictions on trading as to any securities of the Company 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 Investor. (g) Notwithstanding anything to the initial contrary in this Section 4.12 and unless otherwise agreed to by an applicable Investor (which agreement shall only apply to such applicable Investor), the Company shall either confirm in writing to each Investor that the transaction with respect to the Subsequent Financing Notice is not consummated for any reason on has been abandoned or shall publicly disclose its intention to issue the terms set forth securities in the Subsequent Financing, in either case in such Subsequent Financing Notice within 15 a manner such that each Investor will not be in possession of any material, non-public information, by the 10th Business Days after the date Day following delivery of the initial Subsequent Financing Notice. In If by such 10th Business Day, no public disclosure regarding a transaction with respect to the event Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by an Investor, such transaction shall be deemed to have been abandoned and such Investor shall not be deemed to be in possession of any material, non-public information with respect to the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount or any of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion its Subsidiaries. (as defined belowh) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year first anniversary of the Effective Date, upon any financing by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "Subsequent Financing"), ) unless (i) the Company delivers to each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At a written notice at least 5 Business Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to each Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing ("Pre-Notice")Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (ii) such Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City time) on the 5th Business 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 up to the greater of (a) the principal amount of Debentures then outstanding and (b) 50% 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-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If ; provided that the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation first refusal set forth above in this Section 4.124.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Company in the Subsequent Financing, each Financing such Purchaser Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of up to the Participation Maximum. "Pro Rata Portion" is the ratio greater of (xa) the Subscription Amount principal amount of Securities purchased by a participating Purchaser Debentures then outstanding and (yb) the sum 50% of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).Capital Shares or

Participation in Future Financing. From the date hereof Closing Date until the one year anniversary of the Effective Date, upon any financing by if the Company directly or any of its Subsidiaries indirectly undertakes a financing of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Days days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Day day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Dayday, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until twelve (12) months after the one year anniversary of the Effective Closing Date, upon any equity financing by the Company Company, including an equity-linked financing such as, but not limited to, a convertible notes financing or any a unit financing of its Subsidiaries of Common Stock or Common Stock Equivalents notes plus warrants (a "Subsequent Financing"), each Purchaser the Purchasers shall have the right to participate in up to 50% of the such Subsequent Financing (the "Participation Maximum")Financing. At least 5 ten (10) Business 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 Investor if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaseran Investor, and only upon a request by such PurchaserInvestor, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such PurchaserInvestor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business Day tenth day after all of the Purchasers Investors have received the Pre-Notice, notifications by the Purchasers Investors of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser Investor as of such 5th Business Daytenth day, such Purchaser Investor shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers Investors with a second Subsequent Financing Notice, and the Purchasers Investors will again have the right of participation set forth above in this Section 4.127.10, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 sixty (60) Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers Investors seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser Investor shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximumamount of the Subsequent Financing. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser Investor and (y) the sum of the aggregate Subscription Amount of all participating PurchasersInvestors. Notwithstanding the foregoing, this Section 4.12 7.10 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary So long as any portion of the Effective Datethis Debentures are outstanding, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate participate, its Pro Rata Portion, in up to 5035% of the such Subsequent Financing (the "Participation Maximum")Financing. At least 5 Business 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business 10th Trading Day after all of the Purchasers have received the Pre-Notice, notifications by of the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business 10th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason substantially on terms no more favorable to the terms Purchasers than those set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation MaximumSubsequent Financing. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any shall not effect a financing of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "Subsequent Financing"), ) unless (i) the Company delivers to each Purchaser shall have the right to participate in up to 50% of the Subsequent Financing (the "Participation Maximum"). At such Purchasers a written notice at least 5 Business Trading Days prior to the closing of such Subsequent Financing (the "Subsequent Financing, the Company shall deliver to each Purchaser a written notice Financing Notice") of its intention to effect a such Subsequent Financing ("Pre-Notice")Financing, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If thereto and (ii) such Purchaser shall not have notified the Company by 5:30 6:30 p.m. (New York City time) on the 5th Business 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-Notice, notifications by the Purchasers Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If ; provided that the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation first refusal set forth above in this Section 4.124.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Company in the Subsequent Financing, each Financing such Purchaser Purchasers shall have the right to purchase 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" is the ratio of (x) the Subscription Amount principal amount of Securities Debentures purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount principal amount of all participating Debentures issued hereunder. If any Purchaser no longer holds any Debentures, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the foregoingcontrary herein, this Section 4.12 4.14 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose or the issuance of Common Stock to employees of the Company in respect lieu of an Exempt Issuance cash compensation which issuance has been voted and agreed to by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (not including subsection b) the exercise of the Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) within the definition exercise of Exempt Issuance)or conversion of any Convertible Securities, options, or warrants issued and outstanding on the Closing Date, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Participation in Future Financing. From the date hereof until the one year anniversary date the Debentures (including any Debentures issuable upon exercise of an Additional Investment Right) or Additional Investment Rights of the Effective Dateapplicable Purchaser are no longer outstanding, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in purchase up to 50100% of the Subsequent Financing (the "Participation Maximum"). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of (i) an Exempt Issuance or (not including subsection ii) issuances of up to, in the aggregate, 1,500,000 shares of Common Stock or Common Stock Equivalents (csubject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) within to consultants of the definition Company in any 12 month period pursuant to any stock or option plan duly adopted by a majority of Exempt Issuance)the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose.

Participation in Future Financing. From the date hereof until the one two year anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the any Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a the Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (( or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated consummate for any reason on the terms set forth in such Subsequent Financing financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock Capital Shares or Common Stock Capital Shares Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "Participation Maximum"). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose or (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not including subsection (c) within been amended since the definition date of Exempt Issuance)this Agreement.

Participation in Future Financing. (a) From the date hereof until the one year anniversary of the Effective Datethrough March 11, 2026, upon any financing issuance by the Company or any of its Subsidiaries of any Common Stock Stock, Options or Common Stock Equivalents Convertible Securities for cash consideration, indebtedness or a combination of units thereof (a "“Subsequent Financing"”), each Purchaser the Buyers shall have the right to participate in up to 50an aggregate amount of the Subsequent Financing equal to 30% of the Subsequent Financing (the "“Participation Maximum"”). , pro rata to each Buyer’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business five (5) Trading Days prior to the closing of the any proposed or intended Subsequent FinancingPlacement, the Company shall deliver to each Purchaser Buyer a written notice of its intention to effect (each such notice, a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser not contain any information (including, without limitation, material, non-public information) other than: (A) if it wants to review the details of such financing proposed Offer Notice (such additional noticeas defined below) constitutes or contains material, non-public information, a "statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing Notice")Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of a PurchaserBuyer within three (3) Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing NoticeBuyer, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer in reasonable detail accordance with the proposed terms of the Offer such Buyer’s pro rata portion of Participation Maximum, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4.13 shall be (x) based on such Buyer’s pro rata portion of the aggregate original principal amount of the Notes purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount. (c) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Bxxxx’s receipt of such new Offer Notice. (d) The Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent FinancingPlacement Agreement, and (y) either (I) the amount consummation of proceeds intended to be raised thereunder, the Person with whom transactions contemplated by such Subsequent Financing is proposed to be effectedPlacement Agreement or (II) the termination of such Subsequent Placement Agreement, and attached to which shall be filed with the Commission on a term sheet or similar document relating Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. If by 5:30 p.m. . (New York City timee) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the 5th Business Day after terms specified in Section 4.13(d) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4.13(c) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4.13 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4.13(b) above. (f) Upon the closing of the issuance, sale or exchange of all or less than all of the Purchasers have received Refused Securities, such Buyer shall acquire from the Pre-NoticeCompany, notifications and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4.13(e) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Purchasers Company and such Buyer of their willingness a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its counsel. (g) Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4.13 may not be issued, sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement. (h) The Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Financing Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provision whereby such Buyer shall be required to cause their designees agree to participateany restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company, (y) is, representation and warranties of an Investor in the aggregate, less Subsequent Placement Documents shall not be more restrictive than the total amount those of the Subsequent FinancingBuyers in this Agreement (other than such changes as necessary to comply with applicable law, then rules and regulations, the Company may effect the remaining portion manner of sale of such security in such Subsequent Financing on Placement and/or the terms type of such security to be sold in such Subsequent Placement) and to the Persons (z) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement. (i) Notwithstanding anything to the contrary in this Section 4.13 and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Financing Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If the Company receives no notice from a Purchaser as of by such 5th fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such Purchaser transaction has been received by such Buyer, such transaction shall be deemed to have notified been abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company that it does not elect or any of its Subsidiaries. Should the Company decide to participate. The pursue such transaction with respect to the Offered Securities, the Company must shall provide the Purchasers such Buyer with a second Subsequent Financing Notice, another Offer Notice and the Purchasers such Buyer will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject 4.13. The Company shall not be permitted to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the aggregate amount last sentence of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion Section 4.13(c). (as defined belowj) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, The restrictions contained in this Section 4.12 4.13 shall not apply in respect connection with the issuance of an Exempt Issuance (any Excluded Securities. The Company shall not including subsection (c) within circumvent the definition provisions of Exempt Issuance)this Section 4.13 by providing terms or conditions to one Buyer that are not provided to all.

Participation in Future Financing. From the date hereof until the one year anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).less

Participation in Future Financing. From the date hereof until the one year anniversary of 12 months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the such Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. Subject to reasonable agreement between the Company and the Purchaser on the definitive documentation for the Subsequent Financing, the Purchaser shall be legally bound to participate in accordance with its acceptance notice. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).Participation

Participation in Future Financing. (a) From the date hereof until the one year anniversary of twelve (12) months after the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 5030% of the such Subsequent Financing (the "“Participation Maximum"”). . (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons (if then known) with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating theretothereto if the same shall exist for such proposed financing, otherwise a summary of the proposed material terms of the 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 5th Trading Day after the Purchaser has received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount Participation Maximum of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. . (f) Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. (a) Subject to any prior rights of Persons who were “Purchasers” in the Company’s offering under a prospectus supplement dated November 6, 2015, From the date hereof until the one year date that is the 12 month anniversary of the Effective Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, debt securities for cash consideration or a combination of units thereof (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50an amount of the Subsequent Financing equal to 30% of the Subsequent Financing (the "“Participation Maximum"). At least 5 Business Days ”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) 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 1 Business Day after such request, promptly deliver a notice to such Purchaser (a “Subsequent Financing Notice to such Purchaser. 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, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. If by 5:30 p.m. a Purchaser does not, within 3 hours after the later of (New York City timei) on the 5th Business Day after all actual delivery of a Pre-Notice and (ii) the Purchasers have received 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 12 hours after receipt of the applicable 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 time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If by the Company receives no notice from a Purchaser as of such 5th Business DayNotice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased hereunder by a Purchaser participating Purchaser under this Section 4.12 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased hereunder by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.12.

Participation in Future Financing. From the date hereof until the one two year anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50100% of the any Subsequent Financing (the "Participation Maximum"). At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From the date hereof until the one year six month anniversary of the Effective Date, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50100% of the Subsequent Financing (the "“Participation Maximum"”). At least 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 p.m. (New York City time) on the 5th Business Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 20 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" ” is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 4.13 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. (a) From the date hereof until the one year anniversary of date that the Effective DateDebentures are no longer outstanding, upon any financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (the primary purpose of which is capital raising) (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50an amount of the Subsequent Financing equal to 25% of the Subsequent Financing (the "“Participation Maximum"”). . (b) At least 5 Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 5th Business Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as 5th Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase 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" ” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.13 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.13.

Participation in Future Financing. From (a) Subject only to the rights granted to the purchasers pursuant to that certain securities purchase agreement dated January 21, 2015, April 2, 2015, April 28, 2015, June 30, 2015, July 2015, October 21, 2015, January 29, 2016 and March 25, 2016, from the date hereof until the one year date that is the 12 month anniversary of the Effective Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the "“Participation Maximum"). ”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as fifth (5th) Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).“

Participation in Future Financing. (a) From the date hereof until the one year anniversary earlier of (i) none of the Effective Warrants remain outstanding, and (ii) 18 months from the Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, or a combination of units hereof (a "“Subsequent Financing"”), each Purchaser the Purchasers shall have the right to participate participate, in the aggregate, up to 50% of the Subsequent Financing (the "“Participation Maximum")”) on the same terms, conditions and price provided for in the Subsequent Financing. Notwithstanding anything in this Section 4.15 to the contrary, in no event shall any Purchaser have the right to participate in a Subsequent Financing in an amount that would result in its beneficial ownership of the Common Stock of the Company exceeding 19.99% of the number of shares of Common Stock outstanding immediately following the issuance of securities in such a Subsequent Financing. (b) At least 5 Business two (2) Trading Days prior to the closing expected announcement of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect (each such notice, a Subsequent Financing ("“Pre-Notice"”) (unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when the underwriters agree with the Company it is lawful for the Company to do so and the other timing requirements of this Section 4.15 shall not apply), which Pre-Notice shall ask not contain any information (including, without limitation, material, non-public information) other than: (A) if the proposed Subsequent Financing Notice (as defined below) constitutes or contains material, non-public information, a statement asking whether the Purchaser is willing to accept material non-public information or (B) if the proposed Subsequent Financing Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Financing, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Purchaser if that it wants is entitled to review receive a Subsequent Financing Notice (as defined below) with respect to such Subsequent Financing upon its written request. Upon the written request of a Purchaser within one (1) Trading Day after the Company’s delivery to such Purchaser of such Pre-Notice, and only upon a written request by such Purchaser, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver to such Purchaser the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser,. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected (unless the Company is contractually prohibited from disclosing the identity of the proposed purchaser) and attached to which shall be include a term sheet or similar document relating thereto. If thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 5th Business Trading Day after all the delivery of the Purchasers have received Subsequent Financing Notice) is delivered to the Pre-Notice, notifications by Purchaser (the Purchasers of their willingness “Participation Deadline”) that such Purchaser is willing to participate in the Subsequent Financing (or to cause their designees to participate) isFinancing, in the aggregate, less than the total amount of the Subsequent Financingsuch Purchaser’s participation, then the Company may effect the remaining portion of and representing and warranting that such Subsequent Financing Purchaser has such funds ready, willing, and available for investment on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 5th Business Daythe Participation Deadline, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide . (d) If by 5:30 p.m. (New York City time) on the Trading Day after all of the Purchasers with a second have received Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "“Pro Rata Portion" is ” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating Purchaser under this Section 4.15 and (y) the sum of the aggregate Subscription Amount Amounts of Securities purchased on the Closing Date by all Purchasers participating Purchasers. Notwithstanding the foregoing, under this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance)4.15.

Participation in Future Financing. From the date hereof until the one year anniversary of twelve (12) months after the Effective Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 50% of the such Subsequent Financing (the "Participation Maximum"). At least 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 5:30 6:30 p.m. (New York City time) on the 5th Business fifth Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Business Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).

Participation in Future Financing. From (a) Subject only to the rights granted to the purchasers pursuant to that certain securities purchase agreement dated January 21, 2015, April 2, 2015, April 28, 2015, June 30, 2015, July 2015, October 21, 2015, January 29, 2016, March 25, 2016, April 7, 2016 and May 26, 2016, from the date hereof until the one year date that is the 12 month anniversary of the Effective Closing Date, upon any financing issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a "“Subsequent Financing"”), each Purchaser shall have the right to participate in up to 50an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the "“Participation Maximum"). ”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least 5 Business five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("“Pre-Notice"”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "“Subsequent Financing Notice"”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Business one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th Business ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to with the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the Company receives no notice from a Purchaser as fifth (5th) Trading Day after all of such 5th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing have received the Pre-Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 15 Business Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notices Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent FinancingParticipation Maximum, each such Purchaser shall have the right to purchase their its Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance (not including subsection (c) within the definition of Exempt Issuance).“