Common use of Participation in Future Financing Clause in Contracts

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 12 month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five ten (510) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth tenth (5th10th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth tenth (5th10th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth tenth (5th 10th) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth tenth (5th10th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective Datethrough and including December 31, except as disclosed on Schedule 4.16(a)2013, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the written request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth third (5th3rd) Trading Day, such Large Purchaser shall irrevocably be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large Purchaser participating under this Section 4.12 4.19 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.19.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective two (2) year anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (other than for any transactions which generate, in the aggregate from the date hereof, gross proceeds of up to $5 million) (a “"Subsequent Financing”"), each the Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount its Pro Rata Portion of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) Financing, on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five Approximately four (54) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large If the Purchaser desiring desires to participate in such Subsequent Financing Financing, it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day (or in the case of a confidentially marketed public offering or registered direct offering, the next Trading Day), after all of the Large Purchasers have Purchaser has received the Pre-Subsequent Financing Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s 's participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large the Purchaser as of such fifth third (5th3rd) Trading DayDay (or the next Trading Day in the case of a confidentially marketed public offering or registered direct offering), such Large the Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount Pro Rata Portion" means 9.9% of the Subsequent Financing. (e) The Company must provide the Purchasers with a second Subsequent Financing Notice, then and the Company may effect Purchasers will again have the remaining portion right of participation set forth above in this Section 5.12, 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 on Notice within thirty (30) Trading Days after the terms and with date of the Persons set forth in the initial Subsequent Financing Notice. (ef) If The Company and the Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Shares 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, the Transaction Documents, without the prior written consent of the Purchaser. (g) Notwithstanding anything to the contrary in this Section 5.12 and unless otherwise agreed to by 5:30 p.m. the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the fourth (New York City time) on the fifth (5th4th) Trading Day after all following delivery of the Large Purchasers Subsequent Financing Notice. If by such fourth (4th) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have received been abandoned and the PrePurchaser shall not be deemed to be in possession of any material, non-Notice, public information with respect to the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than or any of its Subsidiaries. (h) Notwithstanding the aggregate amount of the Participation Maximumforegoing, each such Large 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 Large Purchaser participating under this Section 4.12 and (y) the sum 5.12 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.12an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)12 month anniversary of the date of this Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading 5 Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day 2 Business Days after such request, deliver a Subsequent Financing Notice to such Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading 5th Business Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading 5th Business Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Business Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading 5th Business Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.7 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.7.

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, and April 28, 2015 from the date hereof until the date that is six months from the Effective 12 month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and 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 Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (ai) From the date hereof until the date that is six months from the Effective 12 month anniversary of the First Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents securities for cash consideration, Indebtedness indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount on a pro rata basis of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) 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 five (5) Trading Days business days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (ciii) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not no later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day business day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Daybusiness day, such Large 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 fifth (5th 5th) Trading Day business day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (ev) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day business day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large Purchaser participating under this Section 4.12 4 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Second Closing Date by all Large Purchasers participating under this Section 4.124.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the later of (i) the 18 month anniversary of the Effective Date, except as disclosed on Schedule 4.16(a)Date and (ii) the date that a Purchaser no longer holds any Debentures, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large such Purchaser”) , subject to Section 4.13(g), shall have the right to participate in up to an amount of the Subsequent Financing equal to the lesser of 100% of the Subsequent Financing or the aggregate of the original principal amount of all Debentures (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.a

Participation in Future Financing. (a) From the date hereof until the date that the Preferred Stock is six months from the Effective Date, except as disclosed on Schedule 4.16(a)no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”"SUBSEQUENT FINANCING"), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount purchase its pro rata share of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) Common Stock or Common Stock Equivalents on the same terms, conditions and price provided for in the Subsequent Financing. Each Purchaser's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Stock) which such Purchaser is deemed to hold immediately prior to the issuance of such Common Stock or Common Stock Equivalents to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Stock) immediately prior to the issuance of the Common Stock or Common Stock Equivalents. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre"PRE-Notice”NOTICE"), which Pre-Notice shall ask such Large 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 Large Purchaser, and only upon a request by such Large Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) 2 Trading Day Days after such request, deliver a Subsequent Financing Notice to such Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate purchase its pro rata share of the Common Stock or Common Stock Equivalents for the price and upon the terms and conditions specified in the Subsequent Financing, Financing Notice and stating the amount quantity of such Large Purchaser’s participationCommon Stock or Common Stock Equivalents to be purchased, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on investment. Such written notice to the Company shall be a binding obligation of such Purchaser to participate in such Subsequent Financing upon terms substantially similar to those set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the 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 Company must provide the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-with a second Subsequent Financing Notice, and the Company receives responses Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to a the initial Subsequent Financing Notice from Large Purchasers seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the Participation Maximuminitial Subsequent Financing Notice. (f) Notwithstanding the foregoing, each such Large 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 Large Purchaser participating under this Section 4.12 and (y) the sum 4.13 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.12an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the 12 month anniversary of the Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof consideration (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then each Purchasers shall be deemed to have notified the Company that it does not elect to participate and 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) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)12 month anniversary of the date hereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness (or a combination of units hereof hereof) (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five one (51) Trading Days Day prior to the closing execution of definitive documents relating to the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large Purchaser, for a Subsequent Financing Notice, the Company shall promptlyshall, but no later than one (1) Trading Day immediately after the details of such requestSubsequent Financing are determined, deliver a Subsequent Financing Notice to such Large PurchaserPurchaser upon which the Purchaser shall have 24 hours (which must include normal working hours during a Trading Day) to determine whether to participate. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. 24 hours (New York City timewhich must include normal working hours during a Trading Day) on following the fifth (5th) Trading Day after all of time that a Subsequent Financing Notice is delivered to the Large Purchasers have received Purchaser that the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of during such fifth (5th) Trading Dayperiod, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From Subject to the rights of the Prior Investors pursuant to the Prior Investor Transactions, from the date hereof until the date that is six months from the Effective Datethrough December 31, except as disclosed on Schedule 4.16(a)2017, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof cash consideration and Indebtedness, other than (i) a rights offering to all holders of Common Stock, (ii) an underwritten public offering of Common Stock or Common Stock Equivalents, or (iii) an Exempt Issuance (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) the Purchasers that still own outstanding Securities shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees who at the time are Accredited Investors to participate) is, in the aggregate, equal to or less than the total aggregate amount of the 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 Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Shares purchased on the Closing Date hereunder by a Large Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date hereunder by all Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from twenty-four (24) month anniversary of the Effective Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10075% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five Approximately (5) 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 each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day (or in the case of a firm commitment underwritten public offering, approximately 18 hours) after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth third (5th3rd) Trading DayDay (or in the case of a firm commitment underwritten public offering, approximately 18 hours) after all of the Purchasers have received the Pre-Notice, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day (or in the case of a firm commitment underwritten public offering, approximately 18 hours) after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing Participation Maximum on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day (or in the case of a firm commitment underwritten public offering, approximately 18 hours) after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a the Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From Other than the Senior Debt, from the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)Debentures are no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash considerationEquivalents, Indebtedness (or a combination of units hereof hereof) (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 the Purchasers and holders of Units the Other Debentures, collectively (a “Large Purchaser”pro rata based on their respective subscription amounts for the Debentures and Other Debentures) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing... (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) isare, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the placement of the remaining portion of the Participation Maximum 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) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the 18-month anniversary of the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)of this Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) the Investor shall have the right to participate in aggregate up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser the Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser the Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaserthe Investor, and only upon a request by such Large 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 Large 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 and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring If the Investor desires to participate in such Subsequent Financing Financing. it must provide written notice to the Company by not later than 5:30 p.m. (New York York, N.Y. City time) on the fifth (5th) Trading Day after all of the Large Purchasers have Investor has received the Pre-Notice that such Large Purchaser the Investor is willing to participate in the Subsequent Financing, the amount of such Large Purchaserthe Investor’s participation, and representing and warranting that such Purchaser the 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 Large Purchaser the Investor as of such fifth (5th) Trading Day, such Large Purchaser the Investor shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York York, N.Y. City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have Investor has received the Pre-Notice, notifications notification by the Large Purchasers Investor of their its willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financinghas been provided, 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 Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 12 month anniversary of the Initial Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Shares or Common Stock Share Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”and all Purchasers in the aggregate) shall have the right to participate in such Subsequent Financing up to an amount of the Subsequent Financing equal to 100% of $5,714,286 (in the Subsequent Financing aggregate among all Purchasers) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective DateDecember 31, except as disclosed on Schedule 4.16(a)2008, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or in a combination of units hereof bona-fide financing transaction (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days 10 calendar days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons in a bona-fide financing transaction through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 10th calendar day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing NoticeNotice (for clarity, if a Subsequent Financing involves the issuance of non-convertible debt and Common Stock (or Common Stock Equivalents), a Purchaser willing to participate in such Subsequent Financing must indicate its willingness to participate in both the debt portion and equity portion of such Subsequent Financing). If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day10th calendar day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day 10th calendar day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 10th calendar day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the first anniversary of the Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof consideration (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right (subject to the prior rights of holders of the Company’s securities existing on the date hereof pursuant to the documents as in effect on the date hereof to participate in any such Subsequent Financing) to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until a Purchaser of Debentures (or their permitted assigns) holds less than 25% of the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)Principal Amount of Debenture initially purchased pursuant to this Agreement, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 18 month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness debt securities for cash consideration or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (ba) At least five (5) Between the time period of 4 pm ET and 7 pm ET on the Trading Days Day immediately prior to the closing Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review receive material non-public information about the details Company without providing any material non-public information to such Purchaser in such Pre-Notice (the Company shall use best efforts to ensure that the Purchaser has received and acknowledged receipt of the Pre-Notice). Upon the consent of a Purchaser, and only upon a consent of such financing Purchaser, to receive material non-public information about the Company, the Company shall promptly deliver a notice to such Purchaser (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice which shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. If a Purchaser does not, on or prior to 9 pm ET on such Trading Day, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company’s obligations pursuant to this Section 4.11 with respect to such Purchaser shall cease. (cb) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not the later than 5:30 p.m. of (New York City timei) 11 pm ET on the fifth (5th) Trading Day after all of the Large Purchasers have received that the Pre-Notice is delivered and (ii) two hours after the time that the Subsequent Financing Notice is received by such Purchaser (the “Notice Termination Time”) that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Daytime, such Large 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 fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-NoticeNotice Termination Time, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (ed) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 hereunder by a Large Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date hereunder by all Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 18 month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) [Holder] shall have the right to participate in up to an amount of the Subsequent Financing equal to 10040% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, this right shall not apply to any firm-commitment underwritten offering of equity or equity-linked securities. (b) At least five two (52) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser [Holder] a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser [Holder] if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser[Holder], and only upon a request by such Large Purchaser[Holder], 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 Large Purchaser[Holder]. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser [Holder] desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Large Purchasers [Holders] have received the Pre-Notice that such Large Purchaser [Holder] is willing to participate in the Subsequent Financing, the amount of such Large Purchaser[Holder]’s participation, and representing and warranting that such Purchaser [Holder] has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser [Holder] as of such fifth second (5th2nd) Trading Day, such Large Purchaser [Holder] shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after all of the Large Purchasers [Holders] have received the Pre-Notice, notifications by the Large Purchasers [Holders] of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the 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 second (5th2nd) Trading Day after all of the Large Purchasers [Holders] have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers [Holders] seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser [Holder] shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser [Holder] participating under this Section 4.12 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers [Holders] participating under this Section 4.124.11.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 12 month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five ten (510) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth tenth (5th10th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth tenth (5th10 th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth tenth (5th 10th) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth tenth (5th10th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective twelve (12) month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100such Purchaser’s Subscription Amount, provided that the aggregate participation amount for all Purchasers shall not exceed 50% of the aggregate Subsequent Financing amount (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five two (52) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth second (5th2nd) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 15th month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof consideration (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount its Pro Rata Portion (as defined below) of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the written request of a Large Purchaser, and only upon a written request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide deliver written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have such Purchaser has received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice (a “Purchase Notice”). If the Company receives no such notice does not receive a Purchase Notice from a Large Purchaser as of by such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate Purchase Notices indicating in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, aggregate less than the total amount Participation Maximum of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and 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) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice Purchase Notices from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the Pro Rata Portion of the sum of (i) the Participation Maximum and (ii) the portion of the Participation Maximum not subject to a Purchase Notice. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large 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 Large Purchasers. (f) The Company must provide the Purchasers participating under with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.124.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. (g) Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of (i) an Exempt Issuance or (ii) an underwritten public offering of Common Stock.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the 6 month anniversary of the Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof consideration (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days 10 calendar days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day 2 calendar days after such request, deliver a Subsequent Financing Notice to such Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 10th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day10th calendar day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day 10th calendar day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 10th calendar day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)Preferred Stock is no longer outstanding, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or other than a combination of units hereof firm-commitment underwritten public offering (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% a percentage, the numerator of which is equal to the aggregate Stated Value of all Preferred Stock sold at the Closing and the denominator of which is equal to the dollar amount proposed to be raised in the Subsequent Financing of the Subsequent Financing Financing; provided, that such percentage may never be greater than 100% (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) isare, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and 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 (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.a

Participation in Future Financing. (a) From the date hereof until nine (9) months after the date that is six months from the Effective Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in therein up to an amount of the Subsequent Financing equal to 100% twenty five percent (25%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to To participate in such Subsequent Financing Financing, Purchaser must provide written notice to the Company Company, by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have Purchaser has received the Pre-Notice Notice, that such Large Purchaser is willing wishes to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Large Purchasers have Purchaser has received the Pre-Notice, notifications notification by the Large Purchasers Purchaser of their willingness its wish to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent 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) 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 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the fifth terms set forth in such Subsequent Financing Notice within thirty (5th30) Trading Day Days after all the date of the Large Purchasers have received initial Subsequent Financing Notice. (f) The Company and Purchaser agree that if Purchaser elects to participate in a Subsequent Financing, the Pre-Noticetransaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude Purchaser from participating in a Subsequent Financing, including, but not limited to, provisions 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 4.14 and unless otherwise agreed to by Purchaser, the Company receives responses shall either confirm in writing to a Purchaser that the transaction with respect to the Subsequent Financing Notice from Large Purchasers seeking has been abandoned or shall publicly disclose its intention to purchase more than issue the aggregate amount securities in the Subsequent Financing, in either case in such a manner such that Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Participation MaximumSubsequent Financing Notice. If by such tenth (10th) Business Day, each no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such Large transaction has been received by Purchaser, such transaction shall be deemed to have been abandoned and Purchaser shall have not be deemed to be in possession of any material, non-public information with respect to the right to purchase Company or any of 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 Large 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 Large Purchasers participating under this Section 4.12Subsidiaries.

Participation in Future Financing. (a) From the date hereof until the date that is six months from when the Effective Date, except as disclosed on Schedule 4.16(a)Purchaser no longer holds any Preferred Stock, upon any issuance by the Company or any of its Subsidiaries subsidiaries of Common StockShare, Common Stock Share Equivalents for cash consideration, Indebtedness indebtedness or a combination of units hereof resulting in proceeds to the Company of $500,000 or less (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Within five (5) Trading Days after receiving a Subsequent Financing Notice, Purchaser shall inform the Company if it desires to participate in the Subsequent Financing (the “Participation Notice”). If Purchaser does not send a Participation Notice informing its intent to participate in the Subsequent Financing, the Company shall be free to proceed with such Subsequent Financing without any payment to Purchaser. Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Should Purchaser desiring desire to participate in such Subsequent Financing Financing, it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all receipt of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have Purchaser has received the Pre-Notice, notifications by the Large Purchasers Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent 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 Large Purchasers have received the Pre-The Company must provide Purchaser with a second Subsequent Financing Notice, and the Company receives responses Purchaser will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to a the initial Subsequent Financing Notice from Large Purchasers seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the Participation Maximuminitial Subsequent Financing Notice. (f) The Company and Purchaser agree that if Purchaser elects to participate in the Subsequent Financing, each such Large the transaction documents related to the Subsequent Financing shall not include any term or provision whereby Purchaser shall have the right be required to purchase its Pro Rata Portion (agree to any restrictions on trading as defined below) to any of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the Closing Date by a Large Purchaser participating 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 (y10th) the sum Business Day following delivery of the aggregate Subscription Amounts Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of Securities purchased on such transaction has been received by 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 Closing Date by all Large Purchasers participating under Company or any of its subsidiaries. (h) Notwithstanding the foregoing, this Section 4.124.12 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the 12 month anniversary of the Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “"Subsequent Financing”"), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “"Incremental Financing Participation Maximum”" or "IFPM") on the same terms, conditions and price provided for in the Subsequent Financing. (b) , which participation, if any, shall be in addition to amounts raised in the Subsequent Financing. For clarity, the total participation of all Purchasers in the IFPM shall not exceed 50% of the Subsequent Financing. At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) . Any Large Purchaser desiring to participate in such Subsequent Financing IFPM must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent FinancingIFPM, the amount of such Large the Purchaser’s 's participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the 12 month anniversary of the Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof consideration (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10075% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 3 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 3rd Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 3rd Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) 3rd Trading Day after all of the Large requesting Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 3rd Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From the date hereof until the earlier of (i) the date that is six months a Purchaser no longer holds a Debenture and one (1) year from the Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100the lesser of (i) 50% of the Subsequent Financing and (ii) such Purchaser’s Subscription Amount (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large Purchaser participating under this Section 4.12 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.11.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 12-month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days 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 each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all end of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent FinancingDelivery Period, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Daythe end of the Notice Delivery Period, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all end of the Large Purchasers have received the Pre-NoticeNotice Delivery Period, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all end of the Large Purchasers have received the Pre-NoticeNotice Delivery Period, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large Purchaser participating under this Section 4.12 4.16 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.16.

Participation in Future Financing. (a) From the date hereof until the 12-month anniversary of the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)of this Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) the Investor shall have the right to participate in aggregate up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser the Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser the Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaserthe Investor, and only upon a request by such Large 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 Large 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 and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring If the Investor desires to participate in such Subsequent Financing Financing, it must provide written notice to the Company by not later than 5:30 p.m. (New York City York, N.Y. time) on the fifth (5th) Trading Day after all of the Large Purchasers have Investor has received the Pre-Notice that such Large Purchaser the Investor is willing to participate in the Subsequent Financing, the amount of such Large Purchaserthe Investor’s participation, and representing and warranting that such Purchaser the 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 Large Purchaser the Investor as of such fifth (5th) Trading Day, such Large Purchaser the Investor shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City York, N.Y. time) on the fifth (5th ) Trading Day after all of the Large Purchasers have Investor has received the Pre-Notice, notifications notification by the Large Purchasers Investor of their its willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financinghas been provided, 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 Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 12 month anniversary of the Second Closing Date, except or if the Second Closing does not occur the 12 month anniversary of the Trigger Adjustment Date (as disclosed on Schedule 4.16(adefined in the Certificate of Designation), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth third (5th3rd) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth third (5th 3rd ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective eighteen (18) month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10035% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Between the time period of 4 pm ET and 7 pm ET on the Trading Days Day immediately prior to the closing Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review receive material non-public information about the details Company without providing any material non-public information to such Purchaser in such Pre-Notice (the Company shall use best efforts to ensure that the Purchaser has received and acknowledged receipt of the Pre-Notice). Upon the consent of a Purchaser, and only upon a consent of such financing Purchaser to receive material non-public information about the Company, the Company shall promptly deliver a notice to such Purchaser (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice which shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. If a Purchaser does not, on or prior to 9 pm ET on such Trading Day, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company’s obligations pursuant to this Section 4.11 with respect to such Purchaser shall cease. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not the later than 5:30 p.m. of (New York City timei) 11 am ET on the fifth (5th) first Trading Day after all of the Large Purchasers have received Trading Day that the Pre-Notice is delivered and (ii) two hours after the time that the Subsequent Financing Notice is received by such Purchaser (the “Notice Termination Time”) that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Daytime, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-NoticeNotice Termination Time, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and 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 Large Purchasers have received the Pre-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 hereunder by a Large Purchaser participating under this Section 4.12 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date hereunder by all Large Purchasers participating under this Section 4.124.11.

Participation in Future Financing. (a) From Subject to the rights granted to the purchasers of the Existing Debenture Purchase Agreement, from the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)Debentures and Warrants are no longer held by the Purchasers, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days 24 hours prior to the closing public announcement of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one promptly (1and at least 12 hours prior to the announcement of the Subsequent Financing) Trading Day after such request, deliver a Subsequent Financing Notice to such Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day 24 hours after all of the Large Purchasers have received the Pre-Notice (provided that such Large Purchaser shall have had at least 12 hours (including at least 6 hours during a Trading Day) to review the Subsequent Financing Notice) (the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Daytime, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-NoticeNotice Termination Time, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their Affiliate designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financingaggregate Participation 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 Large Purchasers have received the Pre-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Large Purchasers (including Purchasers participating pursuant to the Exchange Agreement) seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 hereunder by a Large Purchaser participating under this Section 4.12 and the exchange amount of such Purchaser under the Exchange Agreement and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date hereunder by all Large Purchasers participating under this Section 4.124.12 and the exchange amount of such Purchasers under the Exchange Agreement. Notwithstanding anything herein to the contrary, in no event shall this Section 4.12 be deemed to grant the Purchasers the right to purchase (including Purchasers participating in the Exchange Agreement), in the aggregate, more than the Participation Maximum.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 18 month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) Investor shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large PurchaserInvestor, and only upon a request by such Large PurchaserInvestor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Large 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 and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser Investor desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser Investor is willing to participate in the Subsequent Financing, the amount of such Large PurchaserInvestor’s participation, and representing and warranting that such Purchaser Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser Investor as of such fifth (5th) Trading Day, such Large 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 fifth (5th 5th) Trading Day after all of the Large Purchasers Investors have received the Pre-Notice, notifications by the Large Purchasers Investors of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and 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 Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers Investors seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser Investor 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 Purchase Price of Securities purchased on the Closing Date by a Large Purchaser Investor participating under this Section 4.12 7.10 and (y) the sum of the aggregate Subscription Amounts Purchase Price of Securities purchased on the Closing Date by all Large Purchasers Investors participating under this Section 4.127.10.

Participation in Future Financing. (a) From the date hereof until the date that is six months from earlier of (i) the Effective 1st anniversary after the Closing Date, except (ii) the date the first Subsequent Financing (as disclosed on Schedule 4.16(adefined below) closes, and (iii) the date at which the Purchasers hold less than 50% of the Shares acquired by them hereunder, if the Company desires to effect an offering of its Ordinary Shares or Ordinary Shares Equivalents for an aggregate offering price of more than $1,500,000 (a "Subsequent Financing"), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) Purchasers shall have the right to participate in up (A) no less than the lesser of (x) 5.0% of such Subsequent Financing or (y) an amount equal to an $1,000,000 and (B) no more than 20.0% of such Subsequent Financing, as allocated between the Purchasers based on each Purchaser's proportionate amount of the Subsequent Financing equal Ordinary Shares issued to 100% of all Purchasers at the Subsequent Financing (the “Participation Maximum”) on the same termsClosing, conditions and price provided for in the Subsequent Financing.as follows: (ba) At least five ten (510) Trading Days calendar days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 5:00 p.m. (New York City time) on the fifth tenth (5th10th) Trading Day calendar day after all of the Large Purchasers have received the Pre-Subsequent Financing Notice (i) a Purchaser has notified the Company that such Large Purchaser is willing it (or its affiliated designee) does not elect to participate in the Subsequent Financing, or (ii) the Purchasers who have notified the Company that their (or their affiliated designee's) willingness to participate in the Subsequent Financing is less, in the aggregate, than the lesser of (A) 5% of the total amount of the Subsequent Financing or (B) an amount equal to $1,000,000, then the Company may effect such Large Purchaser’s participationSubsequent Financing or the remaining portion of such Subsequent Financing, and representing and warranting that such Purchaser has such funds readyas applicable, willing, and available for investment on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth tenth (5th10th) Trading Daycalendar day after the Purchasers have received the Subsequent Financing Notice, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (db) If by 5:30 p.m. Subject to the terms of this Section, each Purchaser will again have the right of participation set forth above in this Section 4.10 (New York City time) on the fifth (5th ) Trading Day after all including receipt of the Large Purchasers have received the Pre-a new Subsequent Financing Notice), notifications by the Large Purchasers of their willingness to participate in if the Subsequent Financing (or subject to cause their 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 ninety (90) days after the terms and with date of the Persons set forth in the initial Subsequent Financing Notice. (ec) If Notwithstanding the foregoing, this Section 4.10 shall not apply to Subsequent Financing that is a transaction involving (a) the issuance of Ordinary Shares or options to consultants, employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by 5:30 p.m. the Company or to the issuance of Ordinary Shares upon exercise of such options or any Ordinary Shares Equivalents outstanding as of the date hereof, (New York City timeb) on any equity securities issued pursuant to any equipment leasing arrangement or debt financing from a bank or similar financial institution whose primary business is lending money and not investing in securities, (c) any equity securities issued in connection with strategic transactions involving the fifth Company and other entities, the primary purpose of which is not to raise capital, including (5thA) Trading Day after joint ventures, manufacturing, marketing, license or distribution arrangements or (B) technology transfer or development arrangements (provided that the primary purpose of such transaction is not the raising of capital), (d) any securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, consolidation, sale or disposition of all or substantially all of the Large Purchasers have received Company's assets or similar business combination, (e) any securities issued in connection with the Pre-Noticesettlement of pending or threatened litigation or similar proceeding, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount (f) Ordinary Shares issued in conjunction with any stock split, stock dividend or recapitalization of the Participation MaximumCompany, each such Large Purchaser shall have (g) any securities issuable upon the right exercise or conversion of, or pursuant to purchase its Pro Rata Portion the anti-dilution provisions contained within, any agreement, option, restricted stock awards, preferred stock, promissory note, convertible promissory note or warrants outstanding on the date hereof (as defined belowbut not to the extent amended hereafter), (h) any Ordinary Shares issuable under the Transaction Documents (including those issued pursuant to the anti-dilution provisions contained therein), (i) Ordinary Shares issued to vendors in exchange for services rendered to the Company, and (j) issuance of securities in connection with underwritten public offerings of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large 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 Large Purchasers participating under this Section 4.12Company's securities.

Participation in Future Financing. (a) From the date hereof until the earlier of (i) the date that is six months Purchaser shall entered into financing transaction resulting in proceeds to the Company of no less than $15,000,000 and (ii) thirty days from the Effective Date, except as disclosed on Schedule 4.16(a)date hereof, upon any issuance by the Company or any of its Subsidiaries subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. 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 five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Should Purchaser desiring desire to participate in such Subsequent Financing Financing, it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all receipt of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have Purchaser has received the Pre-Notice, notifications by the Large Purchasers Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent 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 Large Purchasers have received the Pre-The Company must provide Purchaser with a second Subsequent Financing Notice, and the Company receives responses Purchaser will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to a the initial Subsequent Financing Notice from Large Purchasers seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the Participation Maximuminitial Subsequent Financing Notice. (f) The Company and Purchaser agree that if Purchaser elects to participate in the Subsequent Financing, each such Large the transaction documents related to the Subsequent Financing shall not include any term or provision whereby Purchaser shall have the right be required to purchase its Pro Rata Portion (agree to any restrictions on trading as defined below) to any of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the Closing Date by a Large Purchaser participating 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 (y10th) the sum Business Day following delivery of the aggregate Subscription Amounts Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of Securities purchased on such transaction has been received by 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 Closing Date by all Large Purchasers participating under Company or any of its subsidiaries. (h) Notwithstanding the foregoing, this Section 4.124.12 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)12 month anniversary of the date of the Initial Closing, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 applicable Closing Date by a Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective 12-month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days 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 each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all end of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent FinancingDelivery Period, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Daythe end of the Notice Delivery Period, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all end of the Large Purchasers have received the Pre-NoticeNotice Delivery Period, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all end of the Large Purchasers have received the Pre-NoticeNotice Delivery Period, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large Purchaser participating under this Section 4.12 4.15 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.15.

Participation in Future Financing. (a) From the date hereof until nine (9) months after the date that is six months from the Effective Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in therein up to an amount of the Subsequent Financing equal to 100% twenty five percent (25%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five four (54) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to To participate in such Subsequent Financing Financing, Purchaser must provide written notice to the Company Company, by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Large Purchasers have Purchaser has received the Pre-Notice Notice, that such Large Purchaser is willing wishes to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth second (5th2nd) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after all of the Large Purchasers have Purchaser has received the Pre-Notice, notifications notification by the Large Purchasers Purchaser of their willingness its wish to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent 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) 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 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the fifth terms set forth in such Subsequent Financing Notice within thirty (5th30) Trading Day Days after all the date of the Large Purchasers have received initial Subsequent Financing Notice. (f) The Company and Purchaser agree that if Purchaser elects to participate in a Subsequent Financing, the Pre-Noticetransaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude Purchaser from participating in a Subsequent Financing, including, but not limited to, provisions 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 4.13 and unless otherwise agreed to by Purchaser, the Company receives responses shall either confirm in writing to a Purchaser that the transaction with respect to the Subsequent Financing Notice from Large Purchasers seeking has been abandoned or shall publicly disclose its intention to purchase more than issue the aggregate amount securities in the Subsequent Financing, in either case in such a manner such that Purchaser will not be in possession of any material, non- public information, by the tenth (10th) Business Day following delivery of the Participation MaximumSubsequent Financing Notice. If by such tenth (10th) Business Day, each no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such Large transaction has been received by Purchaser, such transaction shall be deemed to have been abandoned and Purchaser shall have not be deemed to be in possession of any material, non-public information with respect to the right to purchase Company or any of 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 Large 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 Large Purchasers participating under this Section 4.12Subsidiaries.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective twelve month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “"Subsequent Financing”"), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right right, subject to the terms and conditions of this Section 4.13, 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 five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional noticenotice containing the details of such Subsequent Financing, a “"Subsequent Financing Notice”"). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice was delivered to all of the Purchasers that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s 's participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after the Pre-Notice was delivered to all of the Large Purchasers have received the Pre-NoticePurchasers, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on substantially the same 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 (5th) 5th Trading Day after the Pre-Notice was delivered to all of the Large Purchasers have received the Pre-NoticePurchasers, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “"Pro Rata Portion” means " is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From Until the later of: (i) 24 months from the date hereof until of this Agreement and (ii) the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)Notes are no longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof the foregoing in a transaction exempt from registration under the Securities Act (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units the Purchasers (a “Large Purchaser”together with the purchasers under the August 17 SPA) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10033% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) . At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large 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 fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (ed) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large Purchaser participating under this Section 4.12 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on all Purchasers (including the Closing Date by all Large Purchasers purchasers under the August 17 SPA) participating under this Section 4.124.11.

Participation in Future Financing. (a) From a. Each Purchaser shall have the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a), upon right to participate in any issuance subsequent offering by the Company of equity securities or any of its Subsidiaries of Common Stock, Common Stock Equivalents securities convertible into or exercisable for cash consideration, Indebtedness or a combination of units hereof equity securities (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing amount (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, for a period of twenty-four (24) months following the date of the Initial Closing. (b) b. At least five fourteen (514) Trading Days calendar days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one two (12) Trading Day Business Days after such request, deliver a Subsequent Financing Notice to such Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder thereunder, and the Person person or Persons persons through or with whom such Subsequent Financing is proposed to be effected effected, and shall include a term sheet or similar document relating thereto as an attachment., (c) c. Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth fourth (5th4th) Trading Day Business day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth fourth (5th4th) Trading Business Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) d. If by 5:30 p.m. (New York City time) on the fifth fourth (5th 4th) Trading Business Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons persons set forth in the Subsequent Financing Notice. (e) e. If by 5:30 p.m. (New York City time) on the fifth fourth (5th4th) Trading Business Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 subscription amount of Securities securities of the Company purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts subscription amounts of Securities securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.12Section.

Participation in Future Financing. (a) From the date hereof until the 18-month anniversary of the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)of this Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Shares or Common Stock Share Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) the Investor shall have the right to participate in aggregate up to an amount of the Subsequent Financing equal to 10030% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser the Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser the Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaserthe Investor, and only upon a request by such Large 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 Large 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 and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring If the Investor desires to participate in such Subsequent Financing Financing, it must provide written notice to the Company by not later than 5:30 p.m. (New York York, N.Y. City time) on the fifth (5th) Trading Day after all of the Large Purchasers have Investor has received the Pre-Notice that such Large Purchaser the Investor is willing to participate in the Subsequent Financing, the amount of such Large Purchaserthe Investor’s participation, and representing and warranting that such Purchaser the 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 Large Purchaser the Investor as of such fifth (5th) Trading Day, such Large Purchaser the Investor shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York York, N.Y. City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have Investor has received the Pre-Notice, notifications notification by the Large Purchasers Investor of their its willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financinghas been provided, 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 Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the later of (i) the effective date of the Reverse Split or (ii) the one year anniversary of the Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (or such lesser percentage which would not violate any applicable Nasdaq or Amex shareholder approval requirement if the Company is then so listed) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase its the greater of (a) their Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From the date hereof until the 18-month anniversary of the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)of this Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) the Investor shall have the right to participate in aggregate up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser the Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser the Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaserthe Investor, and only upon a request by such Large 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 Large 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 and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser The Investor desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City York, N.Y. time) on the fifth (5th) Trading Day after all of the Large Purchasers Investor have received the Pre-Notice that such Large Purchaser the Investor is willing to participate in the Subsequent Financing, the amount of such Large Purchaserthe Investor’s participation, and representing and warranting that such Purchaser the 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 Large Purchaser the Investor as of such fifth (5th) Trading Day, such Large Purchaser the Investor shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City York, N.Y. time) on the fifth (5th ) Trading Day after all of the Large Purchasers have Investor has received the Pre-Notice, notifications notification by the Large Purchasers Investor of their its willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financinghas been provided, 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 York, N.Y. time) on the fifth (5th) Trading Day after all of the Large Purchasers have Investor has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers the Investor seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser the Investor shall have the right to purchase its Pro Rata Portion (as defined below) of up to the Participation Maximum. “Pro Rata Portion” means . (f) The Company must provide the ratio Investor with a second Subsequent Financing Notice, and the Investor will again have the right of (x) participation set forth above in this Section 4.12, if the Subscription Amount of Securities purchased Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the Closing Date by terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the initial Subsequent Financing Notice. The Company and the Investor agree that if the Investor elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude the Investor from participating in a Large Purchaser participating Subsequent Financing, including, but not limited to, provisions whereby the Investor shall be required to agree to any restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of the Investor. Notwithstanding anything to the contrary in this Section 4.12 and (y) unless otherwise agreed to by the sum Investor, the Company shall either confirm in writing to the Investor that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Investor will not be in possession of any material, non-public information, by the 10th Business Day following delivery of the aggregate Subscription Amounts Subsequent Financing Notice. If by such 10th Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of Securities purchased on such transaction has been received by the Closing Date by all Large Purchasers participating under Investor, such transaction shall be deemed to have been abandoned and the Investor shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. To the extent any Subsidiary’s compliance with this Section 4.124.12 would be in violation of applicable Laws of its jurisdiction of incorporation, organization, registration or formation, this Section 4.12 shall be limited, solely with respect to such Subsidiary, to the extent necessary to cause such Subsidiary’s compliance to not be in violation of such Laws while meeting the purpose hereof and the intentions of the parties, to the maximum extent permitted by such Laws. (g) In addition, if while any Notes are outstanding the Company receives cash proceeds from any financing including the sale of any securities or any commercial Indebtedness which is Permitted Indebtedness (as defined in the Notes), the Investor shall have the option exercisable on at least three Trading Days prior written notice to cause the Company to prepay the Notes in an amount equal to up to 25% of the gross proceeds of any such financing. (h) This Section 4.12 shall not apply in respect of an Exempt Issuance.

Participation in Future Financing. (a) From For as long as the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)Notes remain outstanding, upon any issuance financing by the Company involving issuance or any potential issuance of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents pursuant to any exemption from the registration requirements of the Securities Act for cash consideration, Indebtedness or a combination of units hereof non-public offering (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an such Subsequent Financing in the ratio determined by the outstanding principal amount of Notes then held by such Purchaser divided by the Subsequent Financing equal to 100% sum of the Subsequent Financing outstanding principal amount of all of the Notes held by all the Purchasers plus the outstanding Stated Value (the “Participation Maximum”) on the same terms, conditions and price provided for as defined in the Subsequent Financing. (bSeries AA Securities Purchase Agreement) of all of the Preferred Stock held by the purchasers under the Series AA Securities Purchase Agreement. At least five (5) ten Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) tenth Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by of the Large Purchasers and the purchasers under the Series AA Securities Purchase Agreement of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and 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 (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses no notice from a Purchaser as of such tenth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice from Large Purchasers seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the Participation Maximuminitial Subsequent Financing Notice. Notwithstanding the foregoing, each such Large 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 Large Purchaser participating under this Section 4.12 and (y) the sum 4.13 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.12an Exempt Issuance.

Participation in Future Financing. (a) From the date hereof until nine (9) months after the date that is six months from the Effective Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in therein up to an amount of the Subsequent Financing equal to 100% twenty five percent (25%) of the Subsequent Financing (the “Participation Maximum”) )” on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five four (54) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to To participate in such Subsequent Financing Financing, Purchaser must provide written notice to the Company Company, by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Trading Day after all of the Large Purchasers have Purchaser has received the Pre-Notice Notice, that such Large Purchaser is willing wishes to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth second (5th2nd) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth second (5th 2nd) Trading Day after all of the Large Purchasers have Purchaser has received the Pre-Notice, notifications notification by the Large Purchasers Purchaser of their willingness its wish to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent 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) 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 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the fifth terms set forth in such Subsequent Financing Notice within thirty (5th30) Trading Day Days after all the date of the Large Purchasers have received initial Subsequent Financing Notice. (f) The Company and Purchaser agree that if Purchaser elects to participate in a Subsequent Financing, the Pre-Noticetransaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude Purchaser from participating in a Subsequent Financing, including, but not limited to, provisions 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 4.15 and unless otherwise agreed to by Purchaser, the Company receives responses shall either confirm in writing to a Purchaser that the transaction with respect to the Subsequent Financing Notice from Large Purchasers seeking has been abandoned or shall publicly disclose its intention to purchase more than issue the aggregate amount securities in the Subsequent Financing, in either case in such a manner such that Purchaser will not be in possession of any material, nonpublic information, by the tenth (10th) Business Day following delivery of the Participation MaximumSubsequent Financing Notice. If by such tenth (10th) Business Day, each no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such Large transaction has been received by Purchaser, such transaction shall be deemed to have been abandoned and Purchaser shall have not be deemed to be in possession of any material, non-public information with respect to the right to purchase Company or any of 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 Large 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 Large Purchasers participating under this Section 4.12Subsidiaries.

Participation in Future Financing. (a) From Subject to any prior rights of the purchasers of the Company’s Series A Convertible Preferred Stock under that certain Securities Purchase Agreement dated May 11, 2015, from the date hereof until the date that is six months from the Effective twelve month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days twelve hours prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day twelve hours after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Daytwelfth hour, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day twelfth hour after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and 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 twelfth hour after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large Purchaser participating under this Section 4.12 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.11 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 six months from the Effective Date, except as disclosed on Schedule 4.16(a)Preferred Stock is no longer outstanding, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or other than a combination of units hereof firm-commitment underwritten public offering (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% a percentage, the numerator of which is equal to the aggregate Stated Value of all Preferred Stock sold at the Closing and the denominator of which is equal to the dollar amount proposed to be raised in the Subsequent Financing of the Subsequent Financing Financing; provided, that such percentage may never be greater than 100% (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing). (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachmentthereto. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) isare, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and 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 (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser shall have the right to purchase the greater of (a) its Pro Rata Portion (as defined below) of the Participation MaximumMaximum and (b) the difference between the Participation Maximum and the aggregate amount of participation by all other Purchasers. “Pro Rata Portion” means is the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Large Purchaser participating under this Section 4.12 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.13.

Participation in Future Financing. (a) From the date hereof until the 9-month anniversary of the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)of this Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) the Investors shall have the right to participate in aggregate up to an amount of the Subsequent Financing equal to 10025% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser the Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaseran Investor, and only upon a request by such Large Purchaseran 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 Large 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 and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser Each Investor desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City York, N.Y. time) on the fifth (5th) Trading Day after all of the Large Purchasers Investor have received the Pre-Notice that such Large Purchaser the Investor is willing to participate in the Subsequent Financing, the amount of such Large Purchaserthe Investor’s participation, and representing and warranting that such Purchaser Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser any Investor as of such fifth (5th) Trading Day, such Large Purchaser the Investors 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 York, N.Y. time) on the fifth (5th ) Trading Day after all of the Large Purchasers have each Investor has received the Pre-Notice, notifications notification by the Large Purchasers an Investor of their its willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financinghas been provided, 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 York, N.Y. time) on the fifth (5th) Trading Day after all of the Large Purchasers Investors have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers one or more Investors seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser Investor shall have the right to purchase up to 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 Large Purchaser an Investor participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers Investors participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the 18 month anniversary of the Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or Indebtedness for cash consideration, Indebtedness or a combination of units hereof consideration (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in the Subsequent Financing up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)12 month anniversary of the Second Closing, upon any issuance by the Company or any of its Subsidiaries of Common StockOrdinary Shares, Common Stock Ordinary Share Equivalents (or ADRs) for cash consideration, Indebtedness or a combination of units hereof thereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (ba) At least five three (53) Trading Days prior to the closing of the Subsequent Financing (4 hours in the case of a registered direct or underwritten Subsequent Financing, but not including any major Jewish holidays), the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (cb) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Large Purchasers have received the Pre-Notice (4 hours in the case of a registered direct or underwritten Subsequent Financing, but not including any major Jewish holidays) that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5ththird(3rd) Trading DayDay (5 hours in the case of a registered direct or underwritten Subsequent Financing (12 hours if over a weekend, but not including any major Jewish holidays and no notice shall be given during Shabbat New York time), such Large 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 fifth third (5th 3rd) Trading Day after all of the Large Purchasers have received the Pre-NoticeNotice (5 hours in the case of a registered direct or underwritten Subsequent Financing,(12 hours if over a weekend, but not including any major Jewish holidays and no notice shall be given during Shabbat New York time)), notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (ed) If by 5:30 p.m. (New York City time) on the fifth third (5th3rd) Trading Day after all of the Large Purchasers have received the Pre-NoticeNotice (5 hours in the case of a registered direct or underwritten Subsequent Financing,(12 hours if over a weekend, but not including any major Jewish holidays and no notice shall be given during Shabbat New York time)), the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large Purchaser participating under this Section 4.12 4.10 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.10.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective twelve (12) month anniversary of the Closing Date, except as disclosed on Schedule 4.16(a), upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention the same documentation it delivers to effect a other interested investors regarding the Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large . Each Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall have the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing opportunity to participate in the Subsequent Financing in the sole discretion of the Company, on the same terms, conditions and price provided for in the Subsequent Financing, . The Company must provide the amount of such Large Purchaser’s participationPurchasers with a second Subsequent Financing Notice, and representing and warranting that such Purchaser has such funds readythe Purchasers will again have the right of participation set forth above in this Section 4.11, willing, and available if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for investment any reason on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on Notice within 30 Trading Days after the terms and with date of the Persons set forth in the initial Subsequent Financing Notice. (eb) If by 5:30 p.m. (New York City time) on Notwithstanding the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Noticeforegoing, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large Purchaser this Section 4.11 shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio not apply in respect of (xi) the Subscription Amount an Exempt Issuance or (ii) any public offering of Securities purchased on the Closing Date by a Large 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 Large Purchasers participating under this Section 4.12Common Stock or Common Stock Equivalents.

Participation in Future Financing. (a) From the date hereof until the date that is six months from the Effective Datethrough February 29, except as disclosed on Schedule 4.16(a)2016, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th 5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large Purchaser participating under this Section 4.12 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.124.11.

Participation in Future Financing. (a) From For as long as the date hereof until the date that is six months from the Effective Date, except as disclosed on Schedule 4.16(a)Notes remain outstanding, upon any issuance financing by the Company involving issuance or any potential issuance of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents pursuant to any exemption from the registration requirements of the Securities Act for cash consideration, Indebtedness or a combination of units hereof non-public offering (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an such Subsequent Financing in the ratio determined by the outstanding principal amount of Notes then held by such Purchaser divided by the Subsequent Financing equal to 100% sum of the Subsequent Financing outstanding principal amount of all of the Notes held by all the Purchasers plus the outstanding Stated Value (the “Participation Maximum”) on the same terms, conditions and price provided for as defined in the Subsequent Financing. (bSeries AA Securities Purchase Agreement) of all of the Preferred Stock held by the purchasers under the Series AA Securities Purchase Agreement. At least five (5) ten Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company thereto. If by not later than 5:30 6:30 p.m. (New York City time) on the fifth (5th) tenth Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by of the Large Purchasers and the purchasers under the Series AA Securities Purchase Agreement of their willingness to participate in the Subsequent Financing (or to cause their designees to participateprovide) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and 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 (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses no notice from a Purchaser as of such tenth Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice from Large Purchasers seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the Participation Maximuminitial Subsequent Financing Notice. Notwithstanding the foregoing, each such Large 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 Large Purchaser participating under this Section 4.12 and (y) the sum 4.13 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Large Purchasers participating under this Section 4.12.an Exempt Issuance. 4.14

Participation in Future Financing. (a) From Subject first to the rights of the Purchasers under the Common Stock Purchase Agreement, from the date hereof until the date that is six months from the 12 month anniversary of the earlier of (i) the Effective Date, except as disclosed on Schedule 4.16(a)Date and (ii) the date that the Underlying Shares may be sold pursuant to Rule 144 without volume or manner restrictions, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof consideration (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large the Purchaser is willing to participate in the Subsequent Financing, the amount of such Large the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) 5th Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) 5th Trading Day after all of the Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Large 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 Large Purchasers participating under this Section 4.12.

Participation in Future Financing. (a) From In lieu of any and all existing participation rights granted by the Company to the Purchasers, which each Purchaser hereby waives to the extent applicable, from the date hereof until through the date that is six months from twelve (12) month anniversary of the Effective Closing Date, except as disclosed on Schedule 4.16(a), upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof cash consideration and Indebtedness, other than (i) a rights offering to all holders of Common Stock, or (ii) an Exempt Issuance, (a “Subsequent Financing”), each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) the Purchasers that still own outstanding Securities shall have the right to participate in up to an amount of the Subsequent Financing equal to 10050% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Large Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Large Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Large Purchaser, and only upon a request by such Large 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 Large Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Large Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Large Purchasers have received the Pre-Notice that such Large Purchaser is willing to participate in the Subsequent Financing, the amount of such Large Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Large Purchaser as of such fifth (5th) Trading Day, such Large Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Large Purchasers have received the Pre-Notice, notifications by the Large Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees who at the time are Accredited Investors to participate) is, in the aggregate, equal to or less than the total aggregate amount of the 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 Large Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Large Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Large 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 Shares and Warrants purchased on the Closing Date hereunder by a Large Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date hereunder by all Large Purchasers participating under this Section 4.12.