Common use of Participation in Future Financing Clause in Contracts

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd 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 3rd Trading Day after receipt of the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.

Participation in Future Financing. (a) From the date hereof Closing Date until the date that is the one (1) year 12-month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. The rights of a Purchaser under this Section 4.12 shall be in addition to, and not supersede, the rights of such Purchaser under any prior existing agreements. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd third (3rd) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 18 month anniversary of the First Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata 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 ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunderthereunder and, solely to the extent the Company has been authorized to disclose the identity of such Person or Persons, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) If a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, that the Participation Maximum shall be reduced to the extent required, if any, by the principal Trading Market in order for the Company to comply with the listing agreement for such Trading Market. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has 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 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12 [plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause [(d) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd 10th 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 3rd tenth (10th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd tenth (10th) Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd 10th 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 3rd tenth (10th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd tenth (10th) Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.

Participation in Future Financing. (a) From the date hereof until the earlier of one year from the Closing Date or the date that is the one (1) year anniversary of the First Closing DateDebentures held by a Purchaser are no longer outstanding, upon any issuance by if the Company intends to effect a private placement of Capital Shares or any of its Subsidiaries of Common Stock or Common Stock Capital Shares Equivalents (a “Subsequent Financing”), Purchasers shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each such Purchaser a written notice (the “Subsequent Financing Notice”) of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask each Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a . Such Purchaser desires shall have the right to participate in such Subsequent Financing, transaction pursuant to the terms set forth herein provided such Purchaser must provide written notice to shall notify the Company by not later than 5:30 4:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has received the Pre-Notice that delivery to the Purchaser is willing of the Subsequent Financing Notice of its agreement to participate provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation substantially reflecting the terms described in the Subsequent FinancingFinancing Notice, the amount all or part of such Purchaser’s Pro-Rata Share (as defined below) of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment Participation Amount (defined below) on substantially the terms set forth in the Subsequent Financing NoticeNotice and such term sheet or similar document. If For purposes of the foregoing, “Pro Rata Share” means a fraction, the numerator of which is the principal amount of Debentures then owned by such Purchaser and the denominator of which is the total principal amount of Debentures then outstanding. “Participation Amount” means the lesser of (i) 25% of the dollar amount of such Subsequent Financing or (ii) such lesser percentage of such Subsequent Financing as is derived by multiplying 25% by a fraction the numerator of which is the principal amount of Debentures then outstanding and the denominator of which is $10,000,000. To the extent an eligible Purchaser shall fail to so notify the Company receives no notice from a Purchaser as of such 3rd Trading Day after receipt of the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser of its willingness agreement to participate in the such Subsequent Financing (or to cause its designees to participate) isas aforesaid, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons substantially as set forth in the Subsequent Financing Notice; provided that the Company must provide the eligible Purchasers with a second Subsequent Financing Notice, and each eligible Purchaser will again have the right of first refusal set forth above in this Section 4.8, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with substantially the Persons identified in the Subsequent Financing Notice. A “Subsequent Financing” shall not in any event include any issuances of securities (a) pursuant to a primary offering on a registration statement filed under the Securities Act (other than a primary offering of registered securities off a shelf registration filed on Form S-3), or (b) any issuance which is excepted from the restrictive provisions of Section 4.7 by its terms.

Participation in Future Financing. (a) From the date hereof Closing Date until the date that is the one (1) year 12-month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. The rights of a Purchaser under this Section 4.11 shall be in addition to, and not supersede, the rights of such Purchaser under any prior existing agreements. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd third (3rd) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing DateDebentures owned by any particular Purchaser are no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing that permits the Purchaser to own the same percentage of the Company on a fully diluted basis immediately following such Subsequent Financing as the Purchaser owned immediately preceding such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 6 month anniversary of the First Closing DateClosing, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right right, subject to Section 4.11(e) below, to participate in up to an amount of the Subsequent Financing equal to the difference of (x) 100% of the Subsequent Financing, less (y) the aggregate amount to be purchased by investors party to securities purchase agreements that provide for the Pre-Existing Participation Rights that are participating in such Subsequent Financing pursuant to the Pre-Existing Participation Rights (provided such Pre-Existing Participation Rights will remain in effect on the proposed closing date of such Subsequent Financing) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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. Each Purchaser acknowledges that the Pre-Notice may be considered to contain and the Subsequent Financing Notice will contain material non-public information regarding the Company. (c) If a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd 10 Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd 10 Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd 10 Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 10 Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (e) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents or Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, that the Participation Maximum shall be reduced to the extent required, if any, by the principal Trading Market in order for the Company to comply with the listing agreement for such Trading Market. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has 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 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is 9 months following the one (1) year anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser with a Subscription Amount equal to at least $500,000 (each such Purchaser, a “Significant Purchaser”), collectively, in the aggregate, shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Significant Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Significant Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Significant Purchaser, and only upon a request by such Significant Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Significant Purchaser. The 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 a Any Significant Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Significant Purchasers have received the Pre-Notice that the such Significant Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Significant Purchaser 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 Significant Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Significant Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Significant Purchasers have received the Pre-Notice, notifications by Purchaser the Significant Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Significant Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Significant Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Significant Purchaser participating under this Section 4.17 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Significant Purchasers participating under this Section 4.17.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year second anniversary of the First Closing Date, Effective Date upon any issuance by the Company Issuer or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents or debt security (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right of first refusal to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company Issuer shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company Issuer shall promptly, but no later than 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. The Subsequent Financing Notice shall also include an analysis or description of the effect of such Subsequent Financing upon the exercise price of the Warrants and the capitalization of the Issuer. (c) If a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company Issuer by not later than 5:30 p.m. (New York City time) on the 3rd 10th Trading Day after such Purchaser has 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 Issuer receives no notice from a Purchaser as of such 3rd 10th Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company Issuer that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd 10th Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company Issuer may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Issuer must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an issuance of (a) shares of Common Stock or options to employees, officers or directors of the Issuer pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Issuer or a majority of the members of a committee of non-employee directors established by the Board of Directors, provided, however, in no event shall the number of shares reserved under any such plan or issued under such plan or issued to employees, officers, directors or officers of the Issuer exceed a number of shares equal to 5% of the issued and outstanding shares of Common Stock of the Issuer on the date hereof or; (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities.

Participation in Future Financing. (a) From Subject only to the rights granted to the purchasers pursuant to that certain securities purchase agreement dated January 21, 2015, April 2, 2015, April 28, 2015, June 30, 2015 and July 2015 from the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of that the First Closing DateNotes are no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchasers altogether shall have the pro-rata 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. This Section 4.12 shall not apply to any Subsequent Financings pursuant to the GEM Agreement, as in effect as of the First Closing. (b) At least ten two (102) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd second (2nd) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd second (2nd ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.

Participation in Future Financing. (ai) From the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries securities for cash consideration, indebtedness or a combination of Common Stock or Common Stock Equivalents units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in the Subsequent Financing up to on a pro rata basis of his Subscription Amount on the same terms, conditions and price provided for in the Subsequent Financing. For example, if Purchaser A invested $500,000 of the total funded amount of $1,500,000 in this Offering, Purchaser A will have a right to participate in the Qualified Offering (as defined in the Note) in the amount of up to 33% of the other Purchasers in this Offering. (bii) At least ten five (105) Trading Days business days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day 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. (ciii) If a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not no later than 5:30 p.m. (New York City time) on the 3rd Trading Day fifth (5th) business day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd Trading Day after receipt of the Pre-Noticefifth (5th) business day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (div) If by 5:30 p.m. (New York City time) on the 3rd Trading Day fifth (5th) business day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (v) If by 5:30 p.m. (New York City time) on the fifth (5th) business day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Second Closing Date by all Purchasers participating under this Section 4.

Participation in Future Financing. (a) From the date hereof until the date that is the one two (12) year anniversary of after the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents Equivalents, or any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), any stock or other security (other than options) that is, at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock, any debt, any preferred stock or any purchase rights (a “Subsequent Financing”)), Purchasers each Investor shall in proportion with the principal amount of the securities they hold have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing on the same terms, conditions conditions, and price provided for in the Subsequent Financing. (b) At least ten twenty (1020) Trading Days trading days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each 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 Purchaserthe Investor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaserthe Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, effected and attached to which shall be include a term sheet or similar document relating theretothereto as an attachment. (c) If a Purchaser the Investor desires to participate in such Subsequent Financing, such Purchaser the Investor must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd Trading Day third (3rd) trading day after such Purchaser it has received the Pre-Notice Notice, providing that the Purchaser Investor is willing to participate in the Subsequent Financing, the amount of the PurchaserInvestor’s participation, and representing and warranting that the Purchaser Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser the Investor as of such 3rd third (3rd) Trading Day after receipt of Day, the Pre-Notice, such Purchaser Investor shall be deemed to have notified the Company that it does not elect to participate. (d) If Notwithstanding anything to the contrary in this Section 7.7 and unless otherwise agreed to by 5:30 p.m. (New York City time) on the 3rd Trading Day after Investors, the Purchaser has received Company shall either confirm in writing to the Pre-Notice, notifications by Purchaser of its willingness Investor that the transaction with respect to participate in the Subsequent Financing (has been abandoned or shall publicly disclose its intention to cause its designees to participate) is, issue the securities in the aggregate, less than the total amount of the Subsequent Financing, then in either case in such a manner such that the Company may effect Investors will not be in possession of any material, non-public information, by the remaining portion tenth (10th) Business Day following delivery of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Investors shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.

Participation in Future Financing. (a) From the date hereof until the later of (i) twelve months following the Effective Date and (ii) the date that Shareholder Approval is the one (1) year anniversary of the First Closing Dateobtained and deemed effective, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser which, along with its Affiliates, has a Subscription Amount of at least $1.95 million (“Qualified Purchaser”) shall have the pro-rata 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 ten (10) Trading Days During or prior to the closing Trading Hour Period on the Trading Day prior to the Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to Purchasers each Qualified 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 each such Qualified Purchaser if it wants to review receive material non-public information about the details Company without providing any material non-public information to such Qualified Purchaser in such Pre-Notice. Upon the consent of a Qualified Purchaser, and only upon a consent of such financing Qualified Purchaser, to receive material non-public information about the Company, the Company shall promptly deliver a notice to such Qualified Purchaser (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice which shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, 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 a Qualified Purchaser does not, within 3 hours after the later of (i) the actual delivery of a Pre-Notice and (ii) the deemed delivery of a Pre-Notice, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company’s obligations pursuant to this Section 4.11 with respect to such Qualified Purchaser shall cease. (c) If a Any Qualified Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. 24 hours after receipt of the applicable Subsequent Financing Notice) (New York City timethe “Notice Termination Time”) on the 3rd Trading Day after that such Purchaser has received the Pre-Notice that the Qualified Purchaser is willing to participate in the Subsequent Financing, the amount of the such Qualified Purchaser’s participation, and representing and warranting that the such Qualified Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Qualified Purchaser as of such 3rd Trading Day after receipt of the Pre-NoticeNotice Termination Time, such Qualified Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd Trading Day after the Purchaser has received the Pre-NoticeNotice Termination Time, notifications by Purchaser the Qualified Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Qualified Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Qualified Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased hereunder by a Qualified Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased hereunder by all Qualified Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof Closing Date until six (6) months after the date that is the one (1) year anniversary of the First Closing Effective Date, upon any issuance equity financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), Purchasers each Purchaser shall have the pro-rata right to participate participate, on a pro rata basis, in the up to 50% of such Subsequent Financing on (the same terms, conditions and price provided for in the Subsequent Financing. (b) "Participation Maximum"). At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser, subject to the Purchaser's agreement to keep such information confidential, a written notice of its intention to effect a Subsequent Financing (“Pre-a "Subsequent Financing Notice”"), which Pre-Subsequent Financing Notice shall ask each Purchaser if it wants to review provide a summary of the details of such financing (such additional noticefinancing, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 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 Financingincluding, the amount of proceeds intended to be raised thereunder, thereunder and a general description of the Person or Persons through or Person(s) 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) . If a Purchaser desires to exercise its rights under this section and to participate in such Subsequent Financing, it shall deliver notice to such Purchaser must provide written notice effect to the Company within three (3) Trading Days after the date the Subsequent Financing Notice is delivered. If by not later than 5:30 6:30 p.m. (New York City time) on the 3rd third Trading Day after such Purchaser has received delivery of the Pre-Subsequent Financing Notice that to each of the Purchaser is willing Purchasers, notifications by the Purchasers of their willingness to participate in the Subsequent FinancingFinancing is, in the amount aggregate, less than the Participation Maximum, then the Company may effect the remaining portion of such Participation Maximum (as well as the remaining portion of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment Subsequent Financing) on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 3rd third Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on . The Company must provide the 3rd Trading Day after the Purchaser has received the Pre-Purchasers with a second Subsequent Financing Notice, notifications by Purchaser and the Purchasers will again have the right of its willingness to participate participation set forth above in this Section 4.8, if the Subsequent Financing (or subject to cause its designees to participate) is, the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth 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 Notice within 90 Trading Days after the terms and with date of the Persons set forth in the initial Subsequent Financing Notice. Notwithstanding the foregoing, this Section 4.8 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents Equivalents, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, that the Participation Maximum shall be reduced to the extent required, if any, by the principal Trading Market in order for the Company to comply with the listing agreement for such Trading Market. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has 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 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.20 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.20 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.20. (f) Notwithstanding anything to the contrary in this Section 4.20 and unless otherwise agreed to by the Purchasers, the Company shall either confirm in writing to the Purchasers that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities offered in such Subsequent Financing (“Offered Securities”), in either case in such a manner such that the Purchasers will not be in possession of material non-public information, by the twenty-fifth (25th) Business Day following delivery of the Subsequent Financing Notice. If by the twenty-fifth (25th) Business Day following delivery of the Subsequent Financing Notice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Purchasers, such transaction shall be deemed to have been abandoned and the Purchasers shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Purchaser with another Subsequent Financing Notice and each Purchaser will again have the right of participation set forth in this Section 4.20. The Company shall not be permitted to deliver more than one such Subsequent Financing Notice to the Purchasers in any 60 day period.

Participation in Future Financing. (a) From the date hereof until the date that is the one eighteen (118) year month anniversary of the First Closing Stockholder Approval Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata 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 ten Approximately (105) Trading Days (or in the case of a firm commitment underwritten public offering, approximately 24 hours) prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day (or in the case of a firm commitment underwritten public offering, approximately 6 hours) 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day (or in the case of a firm commitment underwritten public offering, approximately 18 hours) after such Purchaser has all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd third (3rd) Trading Day (or in the case of a firm commitment underwritten public offering, approximately 18 hours) after receipt all of the Purchasers have received the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day (or in the case of a firm commitment underwritten public offering, approximately 18 hours) after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day (or in the case of a firm commitment underwritten public offering, approximately 18 hours) after all of the Purchasers have received the Pre-Notice, the Company receives responses to the Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 18 month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata 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 ten Approximately five (105) Trading Days (or, in the case of a firm commitment underwritten public offering, approximately 12 hours) prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day (or, in the case of a firm commitment underwritten public offering, appropriately 12 hours) 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day (or, in the case of a firm commitment underwritten public offering, approximately 12 hours) after such Purchaser has all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd third (3rd) Trading Day after receipt (or, in the case of the Pre-Noticea firm commitment underwritten public offering, such 12 hours), such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) after all of the Purchaser has Purchasers have received the Pre-Subsequent Financing Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) after all of the Purchasers have received the Pre-Notice, the Company receives responses to the Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From Until the date hereof until the date that is the one (1) year 36 month anniversary of the First Initial Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers such Purchaser shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b) . At least ten (10) Trading 10 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers such Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a such Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading 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 (subject to any confidentiality obligations) 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. (cb) If a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd Trading 10th Business Day after such Purchaser has it received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd Trading Day after receipt of the Pre-Notice10th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the 3rd Trading 10th Business Day after the Purchaser has received the Pre-Notice, notifications notification by the Purchaser of its willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (d) The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.7, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Business Days after the date of the initial Subsequent Financing Notice. (e) The Company and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Purchaser. (f) Notwithstanding anything to the contrary in this Section 4.7 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the 10th Business Day following delivery of the Subsequent Financing Notice. If by such tenth 10th Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.

Participation in Future Financing. (a) From the date hereof until the date that is 180th day following the one (1) year anniversary of the First Closing IPO Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to, in respect of the IPO, $10 million and in respect of any other Subsequent Financing provided that the Purchasers have invested at least $10 million in the IPO, up to 25% of the aggregate amount raised thereunder (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased hereunder by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased hereunder by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of 180 days after the First Closing Effective Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers each Purchaser that (A) still owns shares of Preferred immediately prior to date of the Pre-Notice, (B) purchased shares of Preferred stock on the Closing Date, and (C) was not an officer or director of the Company as of the Closing Date (any such Purchaser, for such purpose, an “Eligible Purchaser”) shall have the pro-rata right to participate in up to an amount of the Subsequent Financing on the same terms, conditions and price provided for in equal to 100% of the Subsequent FinancingFinancing (the “Participation Maximum”). (b) At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Eligible Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a an Eligible Purchaser, and only upon a request by such Eligible Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Eligible Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a Any Eligible Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth Trading Day after such Purchaser has all of the Eligible Purchasers have received the Pre-Notice that the Eligible Purchaser is willing to participate in the Subsequent Financing, the amount of the Eligible Purchaser’s participation, and that the Eligible Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a an Eligible Purchaser as of such 3rd 5th Trading Day after receipt of the Pre-NoticeDay, such Eligible Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth Trading Day after all of the Purchaser has Eligible Purchasers have received the Pre-Notice, notifications by Purchaser the Eligible Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth Trading Day after all of the Eligible Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Eligible Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Eligible Purchaser shall have the right to purchase the greater of (a) their Pro Rata Portion (as defined below) of the Participation Maximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Eligible Purchasers. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by an Eligible 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 Eligible Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 9 month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing (but, as to each purchaser, only up to such Purchaser’s Subscription Amount) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is a registered public offering, in which case the Company shall offer each Purchaser the right to participate in such registered public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such registered public offering. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 18 month anniversary of the First Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata 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 ten Approximately five (105) Trading Days (or, in the case of a firm commitment underwritten public offering, approximately 12 hours) prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day (or, in the case of a firm commitment underwritten public offering, approximately 12 hours) 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day (or, in the case of a firm commitment underwritten public offering, approximately 12 hours) after such Purchaser has all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd third (3rd) Trading Day after receipt (or, in the case of the Pre-Noticea firm commitment underwritten public offering, such 12 hours), such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) after all of the Purchasers have received the Pre-Notice, the Company receives responses to the Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From Until the date hereof until the date that is the one (1) year 36 month anniversary of the First Closing DateClosing, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers such Purchaser shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b) . At least ten (10) Trading 7 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers such Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a such Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading 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 (subject to any confidentiality obligations) 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. (cb) If a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd Trading 10th Business Day after such Purchaser has it received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd Trading Day after receipt of the Pre-Notice10th Business Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the 3rd Trading 10th Business Day after the Purchaser has received the Pre-Notice, notifications notification by the Purchaser of its willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (d) The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.7, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Business Days after the date of the initial Subsequent Financing Notice. (e) The Company and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Purchaser. (f) Notwithstanding anything to the contrary in this Section 4.7 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the 10th Business Day following delivery of the Subsequent Financing Notice. If by such tenth 10th Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.

Participation in Future Financing. (a) From Except with respect to Exempt Issuances, from the date hereof until earlier of (i) 24 months from this Agreement or (ii) the date that is the one (1) year anniversary repayment of the First Closing DateNotes, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of the foregoing in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), the Non-Insider Purchasers on a pro rata basis based on their Subscription Amount shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 30% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) . At least ten (10) 5 Trading Days prior to the closing Closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 nature of 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. At least two Trading Days prior to sending the Pre-Notices, the Company shall provide the Purchasers with the Consent attached as Exhibit E. No Pre-Notices or Subsequent Financing Notices will be sent to any Purchasers who do not return to the Company executed Consents prior to the distribution of the Pre-Notices. If the Company prepays the Note any time prior to the 12 month anniversary of the applicable Closing Date (“12 Month Anniversary Date”), the right of participation provided for under this Section 4.11 shall continue until the earlier of: (i) the date of such 12 Month Anniversary Date and (ii) a Change of Control of the Company. If a Purchaser chooses to participate in the Subsequent Financing, it may use the amount due under the applicable Purchaser’s Note as partial or full payment for the purchase price in the Subsequent Financing. (cb) If a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd third Trading Day after such Purchaser it has received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd third Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the 3rd third Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (d) If by 5:30 p.m. (New York City time) on the fifth Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers Purchaser shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd 10th 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 3rd tenth (10th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd tenth (10th) Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of (i) an Exempt Issuance, and (ii) shares of Common Stock issued solely in connection with dividends required to be paid under the terms and conditions of the Series A Convertible Preferred Stock, if any.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of 180 days after the First Closing Effective Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers each Purchaser that (A) still owns shares of Preferred immediately prior to date of the Pre-Notice, (B) purchased shares of Preferred stock on the Closing Date, and (C) was not an officer or director of the Company as of the Closing Date (any such Purchaser, for such purpose, an “Eligible Purchaser”) shall have the pro-rata right to participate in up to an amount of the Subsequent Financing on the same terms, conditions and price provided for in equal to 100% of the Subsequent FinancingFinancing (the “Participation Maximum”). (b) At least ten (10) five Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Eligible Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a an Eligible Purchaser, and only upon a request by such Eligible Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Eligible Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a Any Eligible Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth Trading Day after such Purchaser has all of the Eligible Purchasers have received the Pre-Notice that the Eligible Purchaser is willing to participate in the Subsequent Financing, the amount of the Eligible Purchaser’s participation, and that the Eligible Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a an Eligible Purchaser as of such 3rd fifth Trading Day after receipt of the Pre-NoticeDay, such Eligible Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth Trading Day after all of the Purchaser has Eligible Purchasers have received the Pre-Notice, notifications by Purchaser the Eligible Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth Trading Day after all of the Eligible Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Eligible Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Eligible Purchaser shall have the right to purchase the greater of (a) their Pro Rata Portion (as defined below) of the Participation Maximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Eligible Purchasers. “Pro Rata Portion” is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by an Eligible 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 Eligible Purchasers participating under this Section 4.13.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Shareholder Approval Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (other than in an underwritten public offering) (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata 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 ten one (101) Trading Days Day prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”), provided that such Pre-Notice shall be only delivered between the hours of 9:00 a.m. and 4:00 p.m. (New York City Time) during a Trading Day. Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day hour after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd first (1st) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd first (1st) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd first (1st) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the first (1st) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12-month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata 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 ten (10) Trading Days five 12 hours prior to the closing public announcement of the pricing of the Subsequent FinancingFinancing if notice is given prior to 5 pm ET on a Trading Day and at least 24 hours if given after 5 pm ET on a Trading Day (such notice must be given on a Trading Day) (“Notice Delivery Period”), the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, promptly 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd Trading Day after such Purchaser has received end of the Pre-Notice that the Purchaser is willing to participate in the Subsequent FinancingDelivery Period, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd Trading Day after receipt the end of the Pre-NoticeNotice Delivery Period, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on end of the 3rd Trading Day after the Purchaser has received the Pre-NoticeNotice Delivery Period, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by the end of the Notice Delivery Period, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.16.

Participation in Future Financing. (a) From During the date hereof period from the First Closing Date until the date that is the one (1) year twelve month anniversary of the First Third Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof other than in an Exempt Issuance (a “Subsequent Financing”), Purchasers the Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 50% (or 100% if the Common Stock or Common Stock Equivalents are to be issued for less than $3.50 per share) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten two (102) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a the Purchaser, and only upon a request by such the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such the Purchaser. The 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, if available. (c) If a the Purchaser desires to participate in such Subsequent Financing, such Purchaser it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after such Purchaser it has received the Pre-Notice that the Purchaser it is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd second (2nd) Trading Day after receipt of Day, the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees designee to participate) is, in the aggregate, is less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.11, 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 45 Trading Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 4.11 shall no longer be applicable upon the occurrence of any of the following events: (a) the Second Closing shall not have been completed within six (6) months from the date of the First Closing, (b) the Third Closing shall not have been completed within eighteen (18) months from the date of the Second Closing or (c) the Purchaser notifies the Company that it does not intend to fund the Second Closing Subscription Amount or the Third Closing Subscription Amount. (g) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until 12 months after the date that is Effective Date of the one (1) year anniversary of initial Registration Statement relating to the Securities issued at the First Closing Dateand, upon any issuance by if applicable, from the Second Closing Date until 12 months after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second Closing, if the Company intends to effect a private placement of Capital Shares or any of its Subsidiaries of Common Stock or Common Stock Capital Shares Equivalents (a “"Subsequent Financing”), Purchasers shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b") At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each of such Purchasers a written notice (the "Subsequent Financing Notice") of its intention to effect a such Subsequent Financing (“Pre-Notice”)Financing, which Pre-Notice shall ask each Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the dollar amount of proceeds intended to be raised thereunder, not including any amounts that may be provided pursuant to this Section 4.13 by the Holders ("Subsequent Financing Amount"), the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a . Such Purchaser desires shall have the right to participate in such Subsequent Financing, transaction pursuant to the terms set forth herein provided such Purchaser must provide written notice to shall notify the Company by not later than 5:30 6:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has received the Pre-Notice that delivery to the Purchaser is willing of the Subsequent Financing Notice of its agreement to participate provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation substantially reflecting the terms described in the Subsequent FinancingFinancing Notice, the amount all or part of such Purchaser's Pro-Rata Share (as defined below) of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment Participation Amount (defined below) on substantially the terms set forth in the Subsequent Financing NoticeNotice and such term sheet or similar document. If the Company receives no notice from a Purchaser as of such 3rd Trading Day after receipt For purposes of the Pre-Noticeforegoing, "Pro Rata Share" means a fraction, the numerator of which is the outstanding principal amount of Debentures then owned by such Purchaser shall be deemed and the denominator of which is the total outstanding principal amount of Debentures then outstanding. "Participation Amount" means an amount in addition to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total Amount and shall equal that amount which is 50% of the Subsequent FinancingFinancing Amount such that the total-post participation amount of such Subsequent Financing shall equal up to 150% of the Subsequent Financing Amount. Five Trading Days after the delivery to the Purchasers of the Subsequent Financing Notice, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons substantially as set forth in the Subsequent Financing Notice for up to an aggregate amount equal to the Subsequent Financing Amount plus the Participation Amount; provided that he Company must provide the Purchasers with a second Subsequent Financing Notice., and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial

Participation in Future Financing. (a) From the date hereof Execution Date until the date that is the one eighteen (118) year month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), Purchasers shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing unless it is the Approved Financing; provided, that the balance of the investors shall be reasonably satisfactory to the Purchasers (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) . At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1two(2) Trading Day Days after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, 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. (cb) If a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (dc) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary Company has consummated at least $500,000, in the aggregate, of the First Closing Date, upon any issuance additional issuances 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”), Purchasers each Purchaser (other than Xxxxxx) shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to the lesser of (i) 100% of the Subsequent Financing and (ii) the first $500,000 of Subsequent Financings, in the aggregate (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12-month anniversary of the First Closing DateClosing, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in the Subsequent Financing in an amount up to 100% of such Purchaser’s Subscription Amount (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a PurchaserPurchaser within two (2) Trading Days after the Pre-Notice, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not no later than 5:30 p.m. two (New York City time2) on the 3rd Trading Day Days after delivery of such Purchaser has received the Pre-Subsequent Financing Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 3rd Trading Day after receipt of the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the one two (12) year anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, debt securities that are convertible into equity or a combination of units thereof (other than for a transaction that generates gross proceeds of up to $5 million) (a “"Subsequent Financing”"), Purchasers each Purchaser shall have the pro-rata right to participate in up to its Pro Rata Portion of the Subsequent Financing Financing, on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten four (104) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a any Purchaser desires to participate in such Subsequent Financing, such Purchaser it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day (or in the case of a confidentially marketed public offering or registered direct offering, the next Trading Day), after such Purchaser has received the Pre-Subsequent Financing Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s 's participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 3rd Trading Day after receipt of the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.Purchaser

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing Dateno Notes or Warrants are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to such Purchaser’s Subscription Amount, or if the amount of the Subsequent Financing is less than the aggregate Subscription Amounts of all of the Purchasers, such Purchaser’s Pro Rata Portion (the “Participation Maximum”), on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd second (2nd) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.24 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.24.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12-month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in the Subsequent Financing up to an amount so as to be able to maintain such Purchaser’s pro rata beneficial ownership (with such Purchaser’s beneficial ownership to be calculated on a fully-diluted basis) of the Company’s outstanding securities (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten four (104) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such a Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 Should a Purchaser desires desire to participate in such Subsequent Financing, such Purchaser it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fourth (4th) Trading Day after such Purchaser has received receipt of the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a such Purchaser as of such 3rd fourth (4th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fourth (4th) Trading Day after the a Purchaser has received the Pre-Notice, notifications by the Purchaser of its willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.17, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. (f) The Company and Purchasers agree that if Purchasers elect to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby Purchasers shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of Purchasers. (g) Notwithstanding anything to the contrary in this Section 4.17 and unless otherwise agreed to by Purchasers, the Company shall either confirm in writing to Purchasers that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchasers will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by Purchasers, such transaction shall be deemed to have been abandoned and Purchasers shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its subsidiaries. (h) Notwithstanding the foregoing, this Section 4.17 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers Purchaser shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd 10th 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 3rd tenth (10th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd tenth (10th) Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of (i) an Exempt Issuance, and (ii) shares of Common Stock issued solely in connection with dividends required to be paid under the terms and conditions of the Series B Convertible Preferred Stock, if any.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing DateWarrants are no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser who has a Subscription Amount equal to at least $2.5 million shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to the ratio of such Purchaser’s Shares purchased as of the Closing Date and the total number of issued and outstanding Common Stock as of the date immediately following the Closing Date (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company Company, by not later than 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day after such Purchaser the Company has received distributed the Pre-Notice Notice, that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd third (3rd) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day after the Purchaser Company has received distributed the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after the Company has distributed the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing Effective Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any non-convertible debt securities (a “Subsequent Financing”"SUBSEQUENT FINANCING"), Purchasers each Purchaser shall have the pro-rata right to participate in up to 100% of the Subsequent Financing on (the same terms, conditions and price provided for in the Subsequent Financing. (b) "PARTICIPATION MAXIMUM"). At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre"PRE-Notice”NOTICE"), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”"SUBSEQUENT FINANCING NOTICE"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) . If a Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd 5th Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that Notice, notifications by the Purchaser is willing Purchasers of their willingness to participate in the Subsequent FinancingFinancing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Purchaser’s participationParticipation Amount, and that then the Purchaser has Company may effect the remaining portion of such funds ready, willing, and available for investment Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 3rd 5th Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on . The Company must provide the 3rd Trading Day after the Purchaser has received the Pre-Purchasers with a second Subsequent Financing Notice, notifications by Purchaser and the Purchasers will again have the right of its willingness to participate participation set forth above in this Section 4.13, if the Subsequent Financing (or subject to cause its designees the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to participate) is, in the aggregate, less Subsequent Financing Notices from Purchasers seeking to purchase more than the total aggregate amount of the Subsequent FinancingParticipation Amount, then each such Purchaser shall have the Company may effect right to purchase their Pro Rata Portion (as defined below) of the remaining portion Participation Maximum. "PRO RATA PORTION" is the ratio of such Subsequent Financing on (x) the terms Subscription Amount of Securities purchased by a participating Purchaser and with (y) the Persons set forth sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance or a firm commitment underwritten public offering of the Subsequent Financing NoticeCompany's securities.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (less the amount of the Subsequent Financing as to which Laurus Master Fund Ltd. (“Laurus”) has exercised their rights set forth in that certain Security Agreement, dated January 27, 2006, by and between Laurus and the Company as in effect as of the date hereof) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd 5th Trading Day after such Purchaser has 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 3rd 5th Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd 5th Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From Subject to the rights of the holders of the Company’s 10% Series A Convertible Preferred Stock who were investors party to that certain securities purchase agreement dated as of March 26, 2010, from the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata 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 ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fourth (4th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fourth (4th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fourth (4th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fourth (4th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one earlier of (1i) the date that the Purchaser seeking to participate in a financing under this Section 4.11 no longer owns any Securities or (ii) the five (5) year anniversary of the First Closing Datedate hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), Purchasers such Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of such Purchaser’s Subscription Amount under this Agreement (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Subsequent Financing, which shall, in any event, not exceed such Purchaser’s Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of that the First Closing DateNotes are no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchasers altogether shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 33.33% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. This Section 4.12 shall not apply to any Subsequent Financings pursuant to the GEM Agreement, as in effect as of the First Closing. (b) At least ten two (102) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd second (2nd) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd second (2nd ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.

Participation in Future Financing. (a) From the date hereof until the date that is the one earlier of (1i) the date that the Purchaser seeking to participate in a financing under this Section 4.11 no longer owns any Securities or (ii) the five (5) year anniversary of the First Closing Datedate hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “"Subsequent Financing”"), Purchasers such Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of such Purchaser's Subscription Amount under this Agreement (the "Participation Maximum") on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s 's participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Subsequent Financing, which shall, in any event, not exceed such Purchaser's Participation Maximum. "Pro Rata Portion" means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12-month anniversary of the First Closing Datedate hereof, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), Purchasers each Purchaser that holds at least 50 shares of the Preferred Stock initially purchased hereunder by such Purchaser (a “Qualified Purchaser”) shall have the pro-rata right to participate in the Subsequent Financing on the same terms, conditions and price provided for in up to its Pro Rata Portion of the Subsequent Financing. (b) . At least ten (10) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Qualified Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Qualified Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Qualified Purchaser, and only upon a request by such Qualified Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Qualified Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. (c) If a Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd 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 3rd Trading Day after receipt of the Pre-Notice, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd 5th Trading Day after all of the Purchaser has Qualified Purchasers have received the Pre-Notice, notifications by Purchaser the Qualified Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.of

Participation in Future Financing. (a) From the date hereof Closing Date until six (6) months after the date that is the one (1) year anniversary of the First Closing Effective Date, upon any issuance equity financing by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), Purchasers each Purchaser shall have the pro-rata right to participate participate, on a pro rata basis, in the up to 50% of such Subsequent Financing on (the same terms, conditions and price provided for in the Subsequent Financing. (b) "Participation Maximum"). At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser, subject to the Purchaser's agreement to keep such information confidential, a written notice of its intention to effect a Subsequent Financing (“Pre-a "Subsequent Financing Notice”"), which Pre-Subsequent Financing Notice shall ask each Purchaser if it wants to review provide a summary of the details of such financing (such additional noticefinancing, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 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 Financingincluding, the amount of proceeds intended to be raised thereunder, thereunder and a general description of the Person or Persons through or Person(s) 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) . If a Purchaser desires to exercise its rights under this section and to participate in such Subsequent Financing, it shall deliver notice to such Purchaser must provide written notice effect to the Company within three (3) Trading Days after the date the Subsequent Financing Notice is delivered. If by not later than 5:30 6:30 p.m. (New York City time) on the 3rd third Trading Day after such Purchaser has received delivery of the Pre-Subsequent Financing Notice that to each of the Purchaser is willing Purchasers, notifications by the Purchasers of their willingness to participate in the Subsequent FinancingFinancing is, in the amount aggregate, less than the Participation Maximum, then the Company may effect the remaining portion of such Participation Maximum (as well as the remaining portion of the Purchaser’s participation, and that the Purchaser has such funds ready, willing, and available for investment Subsequent Financing) on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 3rd third Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on . The Company must provide the 3rd Trading Day after the Purchaser has received the Pre-Purchasers with a second Subsequent Financing Notice, notifications by Purchaser and the Purchasers will again have the right of its willingness to participate participation set forth above in this Section 4.4, if the Subsequent Financing (or subject to cause its designees to participate) is, the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth 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 Notice within 90 Trading Days after the terms and with date of the Persons set forth in the initial Subsequent Financing Notice. Notwithstanding the foregoing, this Section 4.4 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is the one eighteen (118) year month anniversary of the First Closing Datedate of this Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser (when aggregated with its Affiliates) with a Subscription Amount of at least $500,000 (a “Participation Right Purchaser”) shall have the pro-rata 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 ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Participation Right Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Participation Right Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Participation Right Purchaser, and only upon a request by such Participation Right Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Participation Right Purchaser. The 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 a Any Participation Right Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Participation Right Purchasers have received the Pre-Notice that the such Participation Right Purchaser is willing to participate in the Subsequent Financing, the amount of the such Participation Right Purchaser’s participation, and representing and warranting that the 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 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, 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 3rd fifth (5th) Trading Day after all of the Purchaser has Participation Right Purchasers have received the Pre-Notice, notifications by Purchaser the Participation Right Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Participation Right Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Participation Right Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Participation Right Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Participation Right Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year first anniversary of the First Closing Datedate hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to such Purchaser’s Subscription Amount, or if the amount of the Subsequent Financing is less than the aggregate Subscription Amounts of all of the Purchasers, such Purchaser’s Pro Rata Portion (the “Participation Maximum”), on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd second (2nd) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the earlier of (i) the date that is Purchaser shall entered into financing transaction resulting in proceeds to the one Company of no less than $15,000,000 and (1ii) year anniversary of thirty days from the First Closing Datedate hereof, upon any issuance by the Company or any of its Subsidiaries subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the rights provided in this Section are subject to the participation rights of GHS Investments LLC, provided, however, that GHS shall have no right to participate in any financing of indebtedness whereby the Purchaser or any affiliate thereof is the lender. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Should Purchaser desires desire to participate in such Subsequent Financing, such Purchaser it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has received receipt of the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Purchaser of its willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. (f) The Company and Purchaser agree that if Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of Purchaser. (g) Notwithstanding anything to the contrary in this Section 4.12 and unless otherwise agreed to by Purchaser, the Company shall either confirm in writing to Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by Purchaser, such transaction shall be deemed to have been abandoned and Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its subsidiaries. (h) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until through the date that is the one (1) year anniversary of the First Closing Final Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of cash consideration and Indebtedness, other than (i) a rights offering to all holders of Common Stock, (ii) an offering made pursuant to a 1933 Act registration statement other than a shelf offering, or (iii) an Exempt Issuance, (a “Subsequent Financing”), Purchasers the Purchasers, shall have the pro-rata 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 ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees who at the time are Accredited Investors to participate) is, in the aggregate, equal to or less than the total aggregate amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Shares and Warrants purchased hereunder by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased hereunder by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to the lesser of the number of shares of Common Stock then held (or, if the Subsequent Financing is for Common Stock Equivalents, such Common Stock Equivalents) or the number of Units originally purchased (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd third (3rd) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd third (3rd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year anniversary of the First Closing Dateno Notes or Warrants are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to such Purchaser’s Subscription Amount, or if the amount of the Subsequent Financing is less than the aggregate Subscription Amounts of all of the Purchasers, such Purchaser’s Pro Rata Portion (the “Participation Maximum”), on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten three (103) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd second (2nd) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd second (2nd) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (ai) From During the date hereof until period ending on the date that is the one (1) year first anniversary of the First Closing Datethis Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents equivalents, or a combination thereof for cash consideration in a bona fide capital raising transaction (a “Subsequent Financing”), Purchasers each Buyer shall have the pro-rata right to participate in the Subsequent Financing to maintain the same Beneficial Ownership Percentage (as defined below) immediately after the Subsequent Financing that such Buyer had immediately prior to the Subsequent Financing. This participation right entitles the Buyer to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. The Company shall use commercially reasonable efforts to structure such Subsequent Financing to accommodate investments from Buyers who may wish to remain within the Beneficial Ownership Limitation as defined in the Preferred Stock Designation of Preferences, Rights and Limitations and the Warrants (i.e., by offering common stock equivalents to Buyers that would not cause such Buyers to exceed their Beneficial Ownership Limitation). (bii) At least ten six (106) Trading Days trading days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Buyer a written notice of its intention to effect a the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each Purchaser Buyer if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing NoticeBuyer, the Company shall promptly, but no later than one (1) Trading Day 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. (ciii) If a Purchaser desires Any Buyer desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd Trading Day fifth (5th) trading day after such Purchaser has all Buyers have received the Pre-Notice that the Purchaser such Buyer is willing to participate in the Subsequent Financing, the amount of the Purchasersuch Buyer’s participation, and representing and warranting that the Purchaser such Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser Buyer as of such 3rd Trading Day after receipt of the Pre-Noticefifth (5th) trading day, such Purchaser Buyer shall be deemed to have notified the Company that it does not elect to participate. (d) If by . At any time on or after 5:30 p.m. (New York City time) on the 3rd Trading Day fifth (5th) trading day after all of the Purchaser has Buyers have received the Pre-Notice, notifications by Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons Person(s) set forth in the Subsequent Financing Notice. (iv) To the extent one or more Buyers decline all or part of their participation right under this Section 9(l), then the Company shall offer the securities purchasable under such declined participation right (the "Refused Securities"), to each Buyer that elected to participate in the Subsequent Financing to the maximum amount originally allocated to such Buyer (each such Buyer, referred to as an "Eligible Buyer" and such offer of the Refused Securities, referred to as the "Subsequent Financing Re-allocation"). Each Eligible Buyer shall be entitled to participate in the Subsequent Financing Re-allocation on a pro rata basis based on such Eligible Buyer’s participation (expressed as a percent) in the original offering provided under this Agreement. The Company shall effect the Subsequent Financing Re-allocation, if any, by providing a notice (the "Re-allocation Notice") to each Eligible Buyer not later than one (1) trading day prior to closing of the Subsequent Financing, and such notice shall set forth the number of Refused Securities offered to such Eligible Buyer. Any Eligible Buyer desiring to purchase any Refused Securities offered to them under the Subsequent Financing Re-allocation must provide written notice to the Company by not later than 10:00 a.m. on next trading day after the Company provides the Re-allocation Notice to the Eligible Buyers. If the Company does not receive a written notice from an Eligible Buyer by such time, such Eligible Buyer shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing Re-allocation. (v) For the avoidance of doubt and notwithstanding the foregoing, this Section 9(l) shall not apply in respect of (1) any transactions pursuant to that certain At-The-Market Equity Offering Sales Agreement dated as of February 11, 2013, as amended from time to time, between the Company and Xxxxxx, Xxxxxxxx & Company, Incorporated, (2) the issuance of shares of Common Stock, options to acquire shares of Common Stock or other awards granted pursuant to the Company’s benefit plans, as such plans may be amended, (3) the issuance of shares of Common Stock upon the exercise of any such options or other awards, (4) the issuance of shares of Common Stock pursuant to any options, warrants or convertible instrument outstanding as of the date of this Agreement, or the issuance in a Subsequent Financing of any shares of convertible preferred stock and warrants to purchase Common Stock pursuant to a stock purchase agreement in an amount of up to $2 million, (5) the issuance of up to 1 million shares of Common Stock to consultants or other service providers of the Company in consideration for services rendered, or (6) the issuance of Common Stock or Common Stock equivalents, including convertible instruments (and issuance of Common Stock pursuant to the terms of such convertible instrument) in connection with strategic alliances involving the Company and other entities, including, without limitation, joint venture, co-marketing, co-development or other collaboration arrangements. (vi) For the purposes of this Section 9(l), Beneficial Ownership Percentage of each Buyer shall be calculated on a partially diluted basis, without regard to any beneficial ownership limitation provisions applicable to the Buyer, by dividing the sum of (1) the number of shares of Common Stock held by such Buyer, plus (2) the number of shares of Common Stock issuable upon conversion of all shares of convertible preferred stock of the Company held by such Buyer, and plus (3) the number of shares of Common Stock issuable upon exercise of warrants held by such Buyer with respect to the exercise price of which has been fully paid, by the sum of (A) the number of shares of common stock outstanding, plus (B) the number of shares of Common Stock issuable upon conversion of all shares of convertible preferred stock of the Company, plus (C) the number of shares of Common Stock issuable upon exercise of warrants the exercise price of which has been fully paid.

Participation in Future Financing. (a) From Subject only to the rights granted to the purchasers pursuant to that certain securities purchase agreement dated January 21, 2015, from the date hereof until the date that is the one (1) year 12 month anniversary of the First Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser shall have the pro-rata right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th ) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is the one (1) year 18-month anniversary of the First Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), Purchasers each Purchaser who, together with any Purchaser (aggregated with any other Purchaser that is an Affiliate of such Purchaser), has purchased at least five hundred (500) shares of Preferred Stock shall have the pro-rata 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 ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The 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 a Any Purchaser desires desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has all of the Purchasers have received the Pre-Notice that the such Purchaser is willing to participate in the Subsequent Financing, the amount of the such Purchaser’s participation, and representing and warranting that the such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, notifications by Purchaser the Purchasers of its their willingness to participate in the Subsequent Financing (or to cause its their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) 9.1 From the date hereof until the date that is the one (1) year anniversary of the First Closing Datethrough December 30, 2009, upon any issuance by the Company of Common Stock, debentures or any of its Subsidiaries of equity or debenture convertible into Common Stock or Common Stock Equivalents for cash consideration (a “Subsequent Financing”), Purchasers each Investor shall have the pro-rata right option to participate in such Subsequent Financing, without any further investment, in the Subsequent Financing same dollar amount as was invested by such Investor hereunder, on the same termsprice, terms and conditions and price provided for in the Subsequent Financing, in which such case all shares of Preferred Stock issued to such Investor shall be cancelled and of no further force or effect. Notwithstanding the foregoing, in the event any Investor has converted any portion of its Preferred Stock into Common Stock prior to such Subsequent Financing, such Investors’ participation in any Subsequent Financing shall be reduced by the dollar amount of Preferred Stock so converted. (b) 9.2 At least ten five (105) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Purchasers each Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask each Purchaser such 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 one (1) Trading Day after such request, promptly 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, 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 a Purchaser desires 9.3 Any Investor desiring to participate in such Subsequent Financing, such Purchaser Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the 3rd fifth (5th) Trading Day after such Purchaser has received receipt of the Pre-Notice that the Purchaser Investor 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 such notice from a Purchaser an Investor as of such 3rd fifth (5th) Trading Day after receipt of the Pre-NoticeDay, such Purchaser Investor shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the 3rd Trading Day after the Purchaser has received the Pre-Notice, notifications by Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.