Common use of Participation in Future Financing Clause in Contracts

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-18 month anniversary of the date of this NoteEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to the greater of (a) a percentage of the Subsequent Financing equal to such Purchaser’s then percentage ownership of outstanding Common Stock on a fully-diluted basis (with such percentage being calculated using the meaning of “fully-diluted” contemplated in an amount up to 100% the computation of such Holderthe Merger Agreement’s Pro Rata Portion “Exchange Ratio”), or (as defined belowb) $5,000,000 (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. 8.1. The Company hereby grants Purchaser the right, but not the obligation, to purchase up to $1,000,000 (aalthough Purchaser may in its sole discretion elect to purchase less than such amount) Subject to any existing obligations of equity securities that the Company, from Company offers in its next round of preferred stock equity financing (the date hereof until the date that is the 12-month anniversary of “New Securities”) following the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents Agreement (a “Subsequent Qualified Financing”), each Holder shall have at a price per share and on other terms and conditions that are no less favorable to Purchaser than those upon which the right New Securities are offered or sold by the Company to participate any other investor in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion equity financing (as defined below) (such right, the “Participation MaximumRight”) on ). Notwithstanding anything to the same termscontrary herein, conditions and price provided for in the Subsequent Financing, subject Purchaser shall not be entitled to any existing obligations designate a member of the Company Company’s Board of Directors in connection with respect to participation rightsany purchase of the New Securities. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the 8.2. The Company shall deliver offer to each Holder a sell the New Securities to Purchaser by sending written notice of its intention to effect such offer (a Subsequent Financing (“Pre-New Securities Notice”), which Pre) to Purchaser its above-Notice shall ask such Holder if it wants to review the details of such financing referenced address; Attention: Xxxx Xxxxxxxx; Fax Number (such additional notice, a “Subsequent Financing Notice”)000) 000-0000. Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 Holder. The Subsequent Financing Any New Securities Notice shall describe the provisions of the New Securities in reasonable detail and shall specify the proposed terms of such Subsequent Financing, and conditions upon which they shall be sold by the Company. Purchaser may purchase the applicable 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 Holder desiring to participate in such Subsequent Financing must provide New Securities by sending written notice to the Company of Purchaser’s election to do so within ten (10) business days after receipt of the New Securities Notice. Any New Securities not purchased by Purchaser may thereafter be offered for sale and sold by the Company, on terms and conditions that are no later less favorable to the Company than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate those specified in the Subsequent FinancingNew Securities Notice, at any time within one hundred twenty (120) days after the amount expiration of such HolderPurchaser’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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) ten day response period. If the Company receives responses desires to a Subsequent Financing sell any New Securities on terms and conditions that are less favorable to the Company than those specified in the New Securities Notice from Holders seeking at any time within one hundred twenty (120) days within the expiration of Purchaser’s ten-day response period, The Company shall offer such New Securities to purchase more than Purchaser on the aggregate amount new terms and conditions pursuant to the terms hereof. The Company hereby covenants that it will not enter into any agreement that conflicts with the provisions of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 78.

Participation in Future Financing. (a) Subject to any existing obligations the prior rights of first refusal set forth in (i) that certain Investors Rights Agreement dated as of April 1, 2011 (the Company“Investors Rights Agreement”), (ii) that certain Securities Purchase Agreement, dated as of September 28, 2012, and (iii) that certain Securities Purchase Agreement, dated as of March 19, 2013, from the date hereof until the date that is the 12-6 month anniversary of the date of this NoteSecond Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the maximum aggregate amount of 100% of such Subsequent Financing among all Purchasers, “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders Purchasers of their willingness to participate in the Subsequent Financing (or to cause their “accredited investor” designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of that amount of the Participation MaximumMaximum being purchased by the Purchasers. “Pro Rata Portion” means the ratio of (x) the amount Subscription Amount of Notes held Securities purchased on the Closing Dates by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Dates by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject to any existing obligations of Upon the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any next issuance by the Company or any of its Subsidiaries after the date this Note of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such HolderXxxxxx’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount number of Notes shares of Common Stock held by a the Holder participating under this Section 7 on an as-converted basis and (y) the sum number of the aggregate amounts shares of Notes held by all Holders participating under this Section 7Common Stock outstanding on a fully-diluted basis.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-12 month anniversary of the date of this NoteClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents hereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an equal to (1) the amount up to 100% of such Holder’s Pro Rata Portion the Subsequent Financing multiplied by (as defined below2) the fraction determined by dividing (A) the aggregate Subscription Amounts hereunder by (B) the sum of the aggregate Subscription Amounts hereunder and the amount of the Subsequent Financing (the “Participation Maximum”) ), on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rightsexcept as set forth below in Section 4.12(i). (b) At least five three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the third Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such third Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the third Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 third Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7$80,000.00.

Participation in Future Financing. (a) Subject From the date hereof until the date when all Conversion Shares and Warrant Shares are freely tradeable without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 (the "Trigger Date"), the Company will not, directly or indirectly, file any registration statement with the SEC other than the Registration Statement (as defined in the Registration Rights Agreement). From the date hereof until the Trigger Date, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a "Subsequent Financing") or (ii) be party to any existing obligations of solicitations, negotiations or discussions with regard to the Company, from foregoing. (b) From the date hereof until the date that is the 12-24 month anniversary of the date of this NoteClosing Date), upon Company will not, directly or indirectly, effect any issuance by Subsequent Placement unless the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have first complied with this Section 10. Each Investor shall have the right to participate in up to an amount of the Subsequent Financing in an equal to Investor's (a) pro rata portion of the aggregate principal amount up to 100% of such Holder’s Pro Rata Portion (as defined below) Notes and Warrants purchased hereunder (the “Participation Maximum”"Basic Amount"), and (b) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rightseach Investor that elects to purchase its Basic Amount, any additional portion of the securities being offered (the "Offered Securities") Offered Securities attributable to the Basic Amounts of other Investors as such Investors shall indicate it will purchase or acquire should the other Investors subscribe for less than their Basic Amounts (the "Undersubscription Amount"), which process shall be repeated until the Investors shall have an opportunity to subscribe for any remaining Undersubscription Amount ((a) and (b) together the "Participation maximum"). (bc) At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”). Upon the request of a Holder within two (2") Trading Days after the Pre-Noticeby registered or certified mail, and only upon a request by such Holderreturn receipt requested, for a Subsequent Financing Noticehand delivery, the Company shall promptlyovernight mail, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such HolderFederal Express or other national overnight next day carrier. The 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 person or Persons 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. (cd) Any Holder Investor desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:00 p.m. (2New York City time) on the 5th Trading Days Day after delivery of such Investor has received the Subsequent Financing Notice that such Holder the Investor is willing to participate in the Subsequent Financing, the amount of such Holder’s the Investor's participation, and representing and warranting that such Holder the Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Basic Amounts subscribed for by all Investors are less than the total of all of the Basic Amounts, then each Investor who has set forth an Undersubscription Amount in its notice of acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference -------- ------- between the total of all the Basic Amounts and the Basic Amounts subscribed for (the "Available Undersubscription Amount"), each Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Investor bears to the total Basic Amounts of all Investors that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Subsequent Financing prior to the expiration of the offer period, the Company may deliver to the Investors a new Subsequent Financing Notice and the offer period shall expire on the tenth (10th) Business Day after such Investor's receipt of such new Subsequent Financing Notice. If the Company receives no notice from an Investor as of such 5th Trading Day, such Investor shall be deemed to have notified the Company that it does not elect to participate. . (de) If by 5:00 p.m. (New York City time) on the 5th Trading Day after all of the Investors have received the Subsequent Financing Notice, notifications by the Holders 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 persons set forth in the Subsequent Financing Notice. (ef) If by 5:00 p.m. (New York City time) on the 5th Trading Day after all of the Investors in this Offering have received the Subsequent Financing Notice, the Company receives responses to a Subsequent Financing Notice from Holders such Investors seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7.the

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7$269,500.00.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 78.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month anniversary a Purchaser no longer holds any of the date of this NoteSecurities, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness (or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents ) (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing in an aggregate amount of up to 100% of such Holder’s Pro Rata Portion (as defined below) $15,000,000 (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, subject to any existing obligations of however, this right shall terminate upon the Company consummating Subsequent Financings with respect gross proceeds of, in the aggregate, $15,000,000 pursuant to participation rightswhich the Purchasers had the right to participate hereunder. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder Purchaser within two three (23) Trading Days after delivery of the Pre-Notice, and only upon a request by such HolderPurchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one three (13) Trading Day Days after such request, deliver a Subsequent Financing Notice to such HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2Eastern time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such Holderthe Purchaser’s participation, and representing and warranting that such Holder the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (Eastern time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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. (Eastern time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7.the

Participation in Future Financing. (ai) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month earlier of (i) the second (2nd) anniversary of the Closing Date and (ii) the Business Day immediately following the date on which SFI has raised at least $20 million of this Notecapital pursuant to one or more sales of securities (which, for the avoidance of doubt, must include gross proceeds of at least $15 million in cash and the remaining $5 million shall either (i) also be paid in cash, (ii) the exchange of Notes for securities of SFI or (iii) a combination thereof), the Company and SFI hereby acknowledge and agree that upon any issuance by (i) SFI, (ii) any direct or indirect subsidiary of the Company that holds any or all of the Collateral (as defined in the Pledge Agreement), or (iii) any of its Subsidiaries their respective subsidiaries, of Common Stockequity, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (as defined below) for consideration consisting of cash, an exchange of Notes or a combination thereof (a “Subsequent Financing”), each Holder Buyer shall have the right right, but not an obligation, severally, at each such Buyer’s sole option, to participate in up to an amount of the Subsequent Financing in an amount up equal to 10050% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Further, subject to in connection with any existing obligations Subsequent Financing, each of the Company and SFI hereby acknowledges and agrees that each holder of Notes shall have the right, but not an obligation, severally, at each such Buyer’s sole option, to exchange all or any portion of such Notes (including, without limitation, any accrued and unpaid Interest with respect to participation rights. the principal amount of the Notes and any accrued and unpaid Late Charges with respect to such portion of such Principal and such Interest, if any) to SFI (b) At least five (5) Trading Days prior to the closing of or such other issuer in the Subsequent Financing, ) as payment of all or any portion of the Company shall deliver purchase price with respect to each Holder the securities to be acquired in such Subsequent Placement by such holder. If a written notice of its intention Buyer elects to effect a Subsequent Financing such an exchange, each dollar of principal amount, any accrued and unpaid Interest and any Late Charges of Notes so exchanged shall reduce by one dollar the purchase price to be otherwise paid by such holder to SFI (“Pre-Notice”), which Pre-Notice shall ask or such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”other issuer). Upon the request of If a Holder within two (2) Trading Days after the Pre-Notice, and only upon Buyer seeks to participate in a request by such 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 Holder. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended prior 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 Holder desiring to participate participating in such Subsequent Financing must provide written notice to by paying the Company no later than two (2) Trading Days after delivery applicable purchase price in cash, it shall first exchange all its Notes as payment of consideration in such Subsequent Financing Notice until it no longer holds any Notes. As used herein, “Common Stock Equivalents” means any securities of any subject entity which would entitle the holder thereof to acquire at any time common stock of the subject entity, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that such Holder is willing at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to participate in the Subsequent Financingreceive, the amount common stock of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Noticesubject entity. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month second anniversary of the date of this NoteClosing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of cash consideration and Indebtedness, other than (i) a rights offering to all holders of Common Stock, (ii) an Exempt Issuance, (iii) securities issued in a underwritten public offering, (iv) securities issued in an ATM Offering or (v) in connection with a transaction that effects a Change in Control (a “Subsequent Financing”), each Holder Purchaser that still owns at least ten percent (10%) of the Securities originally issued to such Purchaser shall have the right to participate in the Subsequent Financing in up to an amount up equal to 100the product of (x) the percentage of all Shares issued to all Purchasers hereunder that were acquired by such Purchaser multiplied by (y) 50% multiplied by (z) the amount of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) ), on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days During or prior to the closing time period that the Principal Market is open (the “Trading Hour Period”) on the Trading Day prior to the Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask ) asking such Holder Participation Purchaser if it wants to review receive material non-public information about the details of such financing Company (such additional notice, a “Subsequent Financing Notice”); provided, however, the Company may deliver a Pre-Notice during such time other than during the Trading Hour Period, provided that such Pre-Notice shall be deemed to have been delivered at 9:30 a.m. on the next Trading Day. Upon delivery of the Pre-Notice, the Purchaser shall be deemed to have acknowledged that the Pre-Notice may contain material non-public information. Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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, at least 12 hours) after such request, deliver a Subsequent Financing Notice to such HolderPurchaser. 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the second (2nd) Trading Days Day (or, in the case of a firm commitment underwritten public offering, not later than 12 hours) after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such second (2nd) Trading Day (or, in the case of a firm commitment underwritten public offering, such 12 hours), such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 second (2nd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Shares and Warrants purchased hereunder by a Holder an eligible Purchaser participating under this Section 7 4.24 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased hereunder by all Holders eligible Purchasers participating under this Section 74.24.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month anniversary of the date of this NoteSeptember 30, 2009, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents for cash consideration (a “Subsequent Financing”)): (i) With respect to any Subsequent Financing or successive Subsequent Financings up to an aggregate of Five Million One Hundred Thousand Dollars ($5,100,000) in gross proceeds to the Company, each Holder Buyer shall have the right to participate in the fund all or a part of such Subsequent Financing by purchasing, at a purchase price of Two Cents ($0.02) per warrant, warrants containing the same terms as the September 2008 Warrants. The Company shall deliver a written notice of its intention to engage in an such Subsequent Financing at least ten (10) Trading Days before any Subsequent Financing is scheduled to Close, setting forth the amount thereof and any other relevant details thereof. Buyer shall have five (5) Trading Days to notify Company of Buyer’s intention to fund all or a part of such Subsequent Financing up to 100% the Five Million One Hundred Thousand Dollars ($5,100,000), pursuant to the provisions of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rightsthis Section 5(l)(i). (bii) At In the event any Subsequent Financing exceeds Five Million One Hundred Thousand Dollars ($5,100,000) in the aggregate, or in the event Buyer has not elected to fund the entire Subsequent Financing up to Five Million One Hundred Thousand Dollars ($5,100,000): (1) least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Buyer if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder Buyer, which shall be delivered to the Company within two one (21) Trading Days after Day of the Company’s delivery of a Pre-Notice, and only upon a request by such HolderBuyer, 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 HolderBuyer. The 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. (c2) Any Holder desiring If Buyer desires to participate in such Subsequent Financing it must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery of such Subsequent Financing the Buyer has received the Pre-Notice that such Holder the Buyer is willing to participate in the Subsequent Financing, the amount of such Holderthe Buyer’s participation, and representing and warranting that such Holder the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from Buyer as of such fifth (5th) Trading Day, Buyer shall be deemed to have notified the Company that it does not elect to participate. (d3) If notifications by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after the Buyer has received the Pre-Notice, notification by the Holders Buyer 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 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. (e4) If The Company must provide the Company receives responses Buyer with a second Subsequent Financing Notice, and the Buyer will again have the right of participation set forth above in this Section 5(l), if the Subsequent Financing subject to a the initial Subsequent Financing Notice from Holders seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within sixty (60) Trading Days after the date of the Participation Maximuminitial Subsequent Financing Notice. Notwithstanding the foregoing, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y5(l) the sum shall not apply in respect of the aggregate amounts an underwritten public offering of Notes held by all Holders participating under this Section 7Common Stock.

Participation in Future Financing. 8.1. The Company hereby grants Purchaser the right, but not the obligation, to purchase up to $1,000,000 (aalthough Purchaser may in its sole discretion elect to purchase less than such amount) Subject to any existing obligations of equity securities that the Company, from Company offers in its next round of preferred stock equity financing (the date hereof until the date that is the 12-month anniversary of “New Securities”) following the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents Agreement (a “Subsequent Qualified Financing”), each Holder shall have at a price per share and on other terms and conditions that are no less favorable to Purchaser than those upon which the right New Securities are offered or sold by the Company to participate any other investor in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion equity financing (as defined below) (such right, the “Participation MaximumRight”) on ). Notwithstanding anything to the same termscontrary herein, conditions and price provided for in the Subsequent Financing, subject Purchaser shall not be entitled to any existing obligations designate a member of the Company Company’s Board of Directors in connection with respect to participation rightsany purchase of the New Securities. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the 8.2. The Company shall deliver offer to each Holder a sell the New Securities to Purchaser by sending written notice of its intention to effect such offer (a Subsequent Financing (“Pre-New Securities Notice”), which Pre) to Purchaser its above-Notice shall ask such Holder if it wants to review the details of such financing referenced address; Attention: Xxxx Xxxxxxxx; Fax Number (such additional notice, a “Subsequent Financing Notice”)000) 000-0000. Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 Holder. The Subsequent Financing Any New Securities Notice shall describe the provisions of the New Securities in reasonable detail and shall specify the proposed terms of such Subsequent Financing, and conditions upon which they shall be sold by the Company. Purchaser may purchase the applicable 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 Holder desiring to participate in such Subsequent Financing must provide New Securities by sending written notice to the Company of Purchaser’s election to do so within ten (10) business days after receipt of the New Securities Notice. Any New Securities not purchased by Purchaser may thereafter be offered for sale and sold by the Company, on terms and conditions that are no later less favorable to the Company than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate those specified in the Subsequent FinancingNew Securities Notice, at any time within one hundred twenty (120) days after the amount expiration of such HolderPurchaser’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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) ten day response period. If the Company receives responses desires to a Subsequent Financing sell any New Securities on terms and conditions that are less favorable to the Company than - 27 - those specified in the New Securities Notice from Holders seeking at any time within one hundred twenty (120) days within the expiration of Purchaser’s ten-day response period, The Company shall offer such New Securities to purchase more than Purchaser on the aggregate amount new terms and conditions pursuant to the terms hereof. The Company hereby covenants that it will not enter into any agreement that conflicts with the provisions of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 78.

Participation in Future Financing. (a) Subject only to any existing obligations the rights of the Companyinvestors party to those certain securities purchase agreements dated July 8, 2011, February 1, 2012, August 8, 2012 and December 10, 2012, from the date hereof until the date that is the 12-12 month anniversary of the date of this NoteClosing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereofthereof, other than any issuance that is through (i) a public underwritten rights offering or to an investor or a group all holders of investors that already own Common Stock (which may include extending such rights offering to holders of Preferred Stock) or (ii) issuance of shares of Common Stock Equivalents for the purpose of paying bona fide non-Affiliate vendors of goods and services to the Company at fair market value at the time of issuance (not to exceed $75,000 per calendar quarter through the earlier of July 31, 2014 or all of the Preferred Stock has been converted), (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of unless the Subsequent Financing is an underwritten public offering, in which case the Company with respect shall offer each Purchaser the right to participation rightsparticipate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon Upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance hereof that is through a public underwritten offering occurs on or to an investor or a group before the 18-month anniversary of investors that already own Common Stock or Common Stock Equivalents the Closing Date (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in the (a) any Subsequent Financing in that occurs on or before [●], 2026, that is not intended to be marketed as a “public offering” under the rules of Nasdaq, up to an amount equal to 30% of such financing, and (b) any other Subsequent Financing up to an amount equal to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) financing, in each case on the same terms, conditions and price provided for to other investors in the applicable Subsequent Financing, subject . The maximum amount calculated with the applicable percentage in the prior sentence is referred to any existing obligations of as the Company with respect to participation rights“Participation Maximum.” (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.9 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.9.

Participation in Future Financing. (a) Subject only to any existing obligations the rights of the Companyinvestors party to those certain securities purchase agreements dated July 8, 2011, February 1, 2012, August 8, 2012 and December 10, 2012, from the date hereof until the date that is the 12-12 month anniversary of the date of this NoteClosing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereofthereof, other than any issuance that is through (i) a public underwritten rights offering or to an investor or a group all holders of investors that already own Common Stock (which may include extending such rights offering to holders of Preferred Stock) or (ii) issuance of shares of Common Stock Equivalents for the purpose of paying bona fide non-Affiliate vendors of goods and services to the Company at fair market value at the time of issuance (not to exceed $75,000 per calendar quarter through the earlier of July 31, 2013 or all of the Preferred Stock has been converted), (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of unless the Subsequent Financing is an underwritten public offering, in which case the Company with respect shall offer each Purchaser the right to participation rightsparticipate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until through the earlier of (i) the first (1st) Trading Day immediately following the date that on which the Company consummates a Subsequent Financing (as defined below) or a series of Subsequent Financings pursuant to which the Company receives via wire transfer gross proceeds in excess of $15,000,000 in the aggregate and (ii) February 25, 2011 (4:00 p.m. New York time on such earlier day is referred to herein as the 12-month anniversary of the date of this Note“Termination Time”), upon any issuance issuance, directly or indirectly, by the Company or any of its Subsidiaries of Common Stockany securities (including, Common Stock Equivalents or debt for cash considerationwithout limitation, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents Equivalents), Indebtedness or any combination thereof (each a “Subsequent Financing”), each Holder Purchaser shall have the right to participate participate, in accordance with the terms of this Section 4.11, in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (a “Pre-Notice”), which Pre-Notice shall ask not contain any information (including, without limitation, material, non-public information) other than: (i) a statement that the Company is considering a Subsequent Financing, (ii) a statement that the statement in clause (i) above does not constitute material, non-public information and (iii) a statement informing such Holder if Purchaser that it wants is entitled to review the details of such financing (such additional notice, receive a “Subsequent Financing Notice”)Notice (as defined below) with respect to such Subsequent Financing upon its written request. Upon the written request of a Holder Purchaser within two three (23) Trading Days after the delivery of such Pre-Notice, and only upon a written request by such Holder, for a Subsequent Financing NoticePurchaser, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver to such Purchaser an irrevocable written notice (a “Subsequent Financing Notice to Notice”) of such Holder. The Subsequent Financing Notice Financing, 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. Upon a Purchaser’s receipt of a requested Subsequent Financing Notice, such Purchaser shall keep the existence and terms of the Subsequent Financing so described in such requested Subsequent Financing Notice confidential (except that such Purchaser may disclose both the existence and terms of such Subsequent Financing to its representatives (including without limitation, legal counsel and brokers)) and shall not use such information except in connection with its evaluations of such Subsequent Financing and/or such Purchaser’s participation therein, in each case, until the earlier to occur of (i) the public disclosure of such Subsequent Financing or (ii) the fifth (5th) Business Day after such Purchaser’s receipt of such requested Subsequent Financing Notice (it being expressly understood and agreed that on such earlier date such confidentiality obligation of such Purchaser shall be free to use all such information for any purpose. (c) Any Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the third (3rd) Trading Days Day after delivery of such Purchaser has received such Subsequent Financing Notice that such Holder the Purchaser is willing to participate in the such Subsequent Financing, the amount of such Holderthe Purchaser’s participation, and representing and warranting that such Holder the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the such Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers requesting a Subsequent Financing Notice have received such Subsequent Financing Notices, notifications by the Holders 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 Purchasers requesting a Subsequent Financing Notice have received such Subsequent Financing Notices, the Company receives responses to a Subsequent Financing Notice Notices from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.11 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.11.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7$250,000.00.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s 's Pro Rata Portion (as defined below) (the “"Participation Maximum”") on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s 's participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “"Pro Rata Portion” " means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7$525,000.00.

Participation in Future Financing. (ai) Subject to As long as any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this NoteNotes remain outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group with the exception of investors that already own Common Stock or Common Stock Equivalents (A) reserved as employee shares described under the Company's option pool, (B) issued for consideration other than cash pursuant to a “merger, consolidation, acquisition, or similar business combination approved by the Board; and (C) issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by the Company's Board of Directors (a "Subsequent Financing”"), each Holder the Purchasers collectively shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% twenty-five percent (25%) of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “"Participation Maximum”") on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (bii) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“a "Pre-Notice”"), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Holder Purchaser within two (2) Trading Days after of its receipt of the Pre-Notice, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 and, if extant, shall include a term sheet or similar document relating thereto as an attachment. (ciii) Any Holder Purchaser desiring to participate in such Subsequent Financing must must, within two (2) Trading Days of its receipt of the Subsequent Financing Notice, provide written notice to the Company no later than two (2) Trading Days after delivery of if such Subsequent Financing Notice that such Holder Purchaser is willing to participate in the Subsequent FinancingFinancing (an "Acceptance Notice") and, if so, the amount of such Holder’s Purchaser's participation, and representing a represention and warranting warranty that such Holder Purchaser has such funds ready, willing, and immediately available for investment on the terms set forth in the Subsequent Financing Notice. (div) If notifications by the Holders of their willingness Company receives one or more Acceptance Notices in response to participate in the any specific Subsequent Financing (or Notice, which Acceptance Notices seek to cause their designees to participate) is, in the aggregate, less purchase an aggregate amount greater than the total amount Participation Maximum, then each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Subsequent FinancingParticipation Maximum and the Company may, but need not, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons conditions set forth in the Subsequent Financing NoticeNotice with non-Purchaser parties. (e) If the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month later of (i) the two year anniversary of the date First Closing Date and (ii) the two year anniversary of this Notethe Second Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness convertible Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 10025% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days During or prior to the closing Trading Hour Period on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent FinancingFinancing (provided, however, the Company may deliver a Pre-Notice during such time other than during the Trading Hour Period on the Trading Day immediately prior to the Trading Day of the expected announcement, provided that such Pre-Notice shall be deemed to have been delivered at 9:30 a.m. on the next Trading Day), the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder Purchaser received within two (2) Trading Days after hours of the delivery of such Pre-NoticeNotice that is delivered on or before 6:00 p.m. New York Time (otherwise by 8:30 a.m. New York time (the “Pre-Notice Termination Time”), and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. If the Company receives no such notice from a Purchaser as of such Pre-Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (c) Any Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by no later than two (2) Trading Days 12 hours after delivery receipt of such the applicable Subsequent Financing Notice (the “Notice Termination Time”) that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by the Notice Termination Time, notifications by the Holders 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 the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.10 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.10.

Participation in Future Financing. (a) Subject only to any existing obligations the rights of the Companyinvestors party to those certain securities purchase agreements dated July 8, 2011 and February 1, 2012, from the date hereof until the date that is the 12-12 month anniversary of the date of this NoteClosing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereofthereof, other than any issuance that is through (i) a public underwritten rights offering or to an investor or a group all holders of investors that already own Common Stock (which may include extending such rights offering to holders of Preferred Stock) or (ii) issuance of shares of Common Stock Equivalents for the purpose of paying bona fide non-Affiliate vendors of goods and services to the Company at fair market value at the time of issuance (not to exceed $75,000 per calendar quarter through the earlier of December 31, 2012 or all of the Preferred Stock has been converted), (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of unless the Subsequent Financing is an underwritten public offering, in which case the Company with respect shall offer each Purchaser the right to participation rightsparticipate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month second anniversary of the date of this NoteClosing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of cash consideration and Indebtedness, other than (i) a rights offering to all holders of Common Stock, (ii) an Exempt Issuance, (iii) securities issued in a underwritten public offering, or (iv) securities issued in an ATM Offering (a “Subsequent Financing”), each Holder Purchaser that still owns at least ten percent (10%) of the Securities originally issued to such Purchaser shall have the right to participate in the Subsequent Financing in up to an amount up equal to 100the product of (x) the percentage of all Shares issued to all Purchasers hereunder that were acquired by such Purchaser multiplied by (y) 50% multiplied by (z) the amount of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) ), on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days During or prior to the closing time period that the Principal Market is open (the “Trading Hour Period”) on the Trading Day prior to the Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask ) asking such Holder Participation Purchaser if it wants to review receive material non-public information about the details of such financing Company (such additional notice, a “Subsequent Financing Notice”); provided, however, the Company may deliver a Pre-Notice during such time other than during the Trading Hour Period, provided that such Pre-Notice shall be deemed to have been delivered at 9:30 a.m. on the next Trading Day. Upon delivery of the Pre-Notice, the Purchaser shall be deemed to have acknowledged that the Pre-Notice may contain material non-public information. Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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, at least 12 hours) after such request, deliver a Subsequent Financing Notice to such HolderPurchaser. 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the second (2nd) Trading Days Day (or, in the case of a firm commitment underwritten public offering, not later than 12 hours) after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such second (2nd) Trading Day (or, in the case of a firm commitment underwritten public offering, such 12 hours), such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the second (2nd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 second (2nd) Trading Day (or, in the case of a firm commitment underwritten public offering, after such 12 hour period) after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Shares and Warrants purchased hereunder by a Holder an eligible Purchaser participating under this Section 7 4.24 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased hereunder by all Holders eligible Purchasers participating under this Section 74.24.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the twelve (12-) month anniversary of the date of this NoteFirst Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents hereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 10050% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, such right shall be subject to the rights granted by the Company pursuant to Section 4.15 of that certain Securities Purchase Agreement dated July 20, 2016, among the Company and the “Purchasers” identified therein (the “ROFR Purchasers”). To the extent any existing obligations of the transactions contemplated by this Agreement violate any terms of the Securities Purchase Agreement dated July 20, 2016 among the Company with respect and the ROFR Purchasers or requires the consent of any ROFR Purchaser under the terms thereof, then by execution of this Agreement, each ROFR Purchaser, hereby waives any such violation and consents to participation rightsthe transactions contemplated by the terms of and conditions of this Agreement and the Transaction Documents. (b) At least five two (52) Trading Days prior to the closing of the Subsequent Financing (12 hours prior to the public announcement of the pricing of the Subsequent Financing 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), in the event of a Subsequent Financing that is a registered offering pursuant to an effective registration statement on a Form S-3 (such offering, a “Takedown Financing”)) (“Notice Delivery Period”), the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than twelve (12) hours after such request (within one (1) Trading Day after such requesthour in the event of a Takedown Financing), deliver a Subsequent Financing Notice to such HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the Trading Days Day (by not later than the end of the Notice Delivery Period in the event of a Takedown Financing) after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Trading Day (as of the end of the Notice Delivery Period in the event of a Takedown Financing), such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the Trading Day (by not later than the end of the Notice Delivery Period in the event of a Takedown Financing) after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Trading Day (by the end of the Notice Delivery Period in the event of a Takedown Financing) after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Dates by a Holder Purchaser participating under this Section 7 4.15 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Dates by all Holders Purchasers participating under this Section 74.15.

Participation in Future Financing. (a) Subject to any existing obligations From the date on which no shares of the Company, from the date hereof Series B Preferred are outstanding until the date that the Preferred Stock is the 12-month anniversary of the date of this Noteno longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness consideration (or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof) (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in such Subsequent Financing up to an amount of the Subsequent Financing equal to such percentage of the Subsequent Financing that enables such Purchaser to maintain the same percentage of ownership of the Common Stock, assuming full conversion of the Preferred Stock (without giving effect to any limitations on conversion set forth in an amount up to 100% the Certificate of Designation), as such Holder’s Pro Rata Portion (as defined below) Purchaser held immediately following the Closing Date (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. Each Purchaser hereby agrees to keep confidential the information included in any Subsequent Financing Notice provided to such Purchaser. (c) Any Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such Holderthe Purchaser’s participation, and representing and warranting that such Holder the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 The Company must provide the Company receives responses Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to a the initial Subsequent Financing Notice from Holders seeking to purchase more than is not consummated for any reason substantially on the aggregate amount terms set forth in such Subsequent Financing Notice within 30 Trading Days after the date of the Participation Maximuminitial Subsequent Financing Notice. (f) Notwithstanding the foregoing, each such Holder this Section 4.12 shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio not apply in respect of (xi) the amount an Exempt Issuance, or (ii) an underwritten public offering of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7Common Stock.

Participation in Future Financing. (a) Subject only to any existing obligations of the Companyrights granted to the purchasers pursuant to that certain securities purchase agreement dated January 21, 2015, April 2, 2015, April 28, 2015, June 30, 2015, July 17, 2015, October 21, 2015, January 29, 2016, March 25, 2016, April 7, 2016, May 26, 2016, July 5, 2016, July 27, 2016, August 21, 2016, October 31, 2016, November 29, 2016, December 16, 2016 and January 3, 2017, from the date hereof until the date that is the 12-12 month anniversary of the date of this NoteClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject only to any existing obligations the rights of the Companyinvestors party to that certain securities purchase agreement dated July 8, 2011, from the date hereof until the date that is the 12-12 month anniversary of the date of this NoteClosing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereofthereof, other than any issuance that is through (i) a public underwritten rights offering or to an investor or a group all holders of investors that already own Common Stock (which may include extending such rights offering to holders of Preferred Stock) or (ii) issuance of shares of Common Stock Equivalents for the purpose of paying bona fide non-Affiliate vendors of goods and services to the Company at fair market value at the time of issuance (not to exceed $75,000 per calendar quarter through the earlier of June 30, 2012 or all of the Preferred Stock has been converted), (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of unless the Subsequent Financing is an underwritten public offering, in which case the Company with respect shall offer each Purchaser the right to participation rightsparticipate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month two (2) year anniversary of the date of this NoteClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness (or a combination of units hereofthereof) involving a Variable Rate Transaction except to the Purchaser, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided however, subject to any existing obligations that if the Purchaser converts and disposes of 90% of the Company with respect Principal Amount, the Participation Maximum shall be reduced to participation rights. (b) At least five (5) Trading Days prior to the closing 50% of the Subsequent Financing; provided further, if any Subsequent Financing is being conducted as an underwritten or registered offering by a registered broker-dealer and such broker-dealer advises the Company in writing that in their opinion that participation by the Purchaser would adversely affect the marketability of the offering then the Purchaser shall only participate up to that amount that is reasonably advisable by such registered broker-dealer. In the event that the Purchaser has not entered into an agreement to provide additional financing of at least $3,500,000 to the Company (excluding any amounts payable pursuant to the Transaction Documents) within six months following the Effective Date and the Company has then met all Equity Conditions (as defined in the Debenture), the Company Participation Maximum shall deliver be reduced to each Holder a written notice 33% of its intention to effect a any Subsequent Financing (“Pre-Notice”), which Pre-Notice and the Purchaser’s right of participation shall ask such Holder if it wants to review be reduced from the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after year anniversary of the Pre-Notice, and only upon a request by such Holder, for a Subsequent Financing Notice, Closing Date to the Company shall promptly, but no later than one (1) Trading Day year anniversary of the Closing Date. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after such request, deliver a Subsequent Financing Notice to such Holder. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms initial issuance of such Subsequent Financingdebt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the amount initial issuance of proceeds intended to be raised thereunder and such debt or equity security or upon the Person occurrence of specified or Persons through contingent events directly 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 Holder desiring to participate in such Subsequent Financing must provide written notice indirectly related to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 business of the Subsequent FinancingCompany or the market for the Common Stock or (ii) enters into any agreement, then including, but not limited to, an equity line of credit, whereby the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Noticeissue securities at a future determined price. (e) If the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is six (6) months after the 12-month anniversary Closing Date, in the event of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents hereof (a “Subsequent Financing”), each Holder the Purchasers shall have the right to participate purchase from the Company the same securities issued in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject in an aggregate amount (which shall be distributed amongst the Purchasers on a pro rata basis depending upon each such Purchaser’s Subscription Amount) up to any existing obligations 50% of the Company with respect to Subsequent Financing; provided, however, that the aggregate participation rightsrights of all Purchasers pursuant hereto shall not exceed $10,000,000 (the “Participation Maximum”). (b) At least Within five (5) Trading Days prior to after the closing of the a Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a such Subsequent Financing (“Pre-ROP Notice”), which Pre-ROP Notice shall ask such Holder Purchaser if it wants to review the details of exercise its right to participation in such financing Subsequent Financing (such additional notice, a “Subsequent Financing Notice”). Upon If the transactions documents for the Subsequent Financing are not publicly available to the Purchaser, then upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such Holder, for a Subsequent Financing Purchaser made no later than one (1) Trading Day after such ROP Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a the transaction documents for the Subsequent Financing Notice to such 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 attachmentPurchaser. (c) Any Holder Purchaser desiring to participate purchase the same securities on the same terms, conditions and price provided for in such the Subsequent Financing must provide written notice thereof to the Company no (the “ROP Exercise Notice”) by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery of (a) the date that such Purchaser received the ROP Notice, or (b) the date that the Subsequent Financing transaction documents were delivered to the Purchaser, if the Subsequent Transaction documents were not publicly available at the time the ROP Notice was delivered, that such Purchaser desires to purchase such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financingsecurities, the amount of such HolderPurchaser’s participationpurchase (up to such Purchaser’s pro rata portion of the Participation Maximum), and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in terms, conditions and price of the Subsequent Financing NoticeFinancing. If the Company receives no such notice from a Purchaser by 5:30 p.m. (New York City time) such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If notifications by the Holders of their willingness Any Purchaser who elects to participate in the purchase any Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount securities must close on such purchase and deliver payment of the Subsequent Financing, then purchase price to the Company may effect no later than three (3) Trading Days after the remaining portion date of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Purchaser’s ROP Exercise Notice. (e) If The Company and each Purchaser agree that if any Purchaser elects to purchase the Company receives responses same securities on the same terms, conditions and price provided for in the Subsequent Financing, the transaction documents related to a the Subsequent Financing Notice from Holders seeking shall not include any term or provision whereby such Purchaser shall be required to purchase more than the aggregate amount agree to any restrictions on trading as to any of the Participation MaximumShares purchased thereunder or be required to consent to any amendment to or termination of, each or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Holder shall have Purchaser. (f) Notwithstanding the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under foregoing, this Section 7 and (y) the sum 4.11 shall not apply in respect of the aggregate amounts of Notes held by all Holders participating under this Section 7an Exempt Issuance.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7$300,000.00.

Participation in Future Financing. (a) Subject to any existing obligations the prior rights of first refusal set forth in (i) that certain Investors Rights Agreement dated as of April 1, 2011 (the Company“Investors Rights Agreement”) and (ii) that certain Securities Purchase Agreement dated as of September 28, 2012, from the date hereof until the date that is the 12-9 month anniversary of the date of this NoteClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of the Subsequent Financing (the maximum aggregate amount of 100% of such Holder’s Pro Rata Portion (as defined below) (Subsequent Financing among all Purchasers, the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders Purchasers of their willingness to participate in the Subsequent Financing (or to cause their “accredited investor” designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of that amount of the Participation MaximumMaximum being purchased by the Purchasers. “Pro Rata Portion” means the ratio of (x) the amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7$450,000.00.

Participation in Future Financing. (a) Subject to any existing obligations From the date of the Company, from filing of the date hereof Investor Registration Statement until the date that is the 12-month second anniversary of the date of this NoteClosing Date, upon prior to any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than in any issuance that is through a public underwritten (x) offering or pursuant to an investor effective registration statement or a group of investors that already own Common Stock or Common Stock Equivalents (y) private placement (each, a “Subsequent Financing”)) occurring during such period of time, each Holder the Investor shall have the right to participate purchase its pro rata percentage, based on the Investor’s then current ownership of the outstanding Common Stock (whether acquired as the Common Shares or otherwise), of the equity securities offered in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) ), on the same terms, conditions and price provided for in the Subsequent Financing; provided, subject to any existing obligations that, unless otherwise agreed in writing by the Company, the Participation Maximum (i) shall in no event exceed the Investment Percentage of the outstanding shares of the Common Stock on a post-offering closing basis, and (ii) shall be reduced to the extent required, if any, (1) by the principal Trading Market in order for the Company to comply with respect the listing agreement for such Trading Market and (2) to participation rightsensure that the Investor’s beneficial ownership (as defined under Section 13(d) of the Exchange Act) of the Common Stock, together with the beneficial ownership of its Affiliates and any Person acting in concert with the Investor, does not equal or exceed ten percent (10%) of the shares of Common Stock then outstanding (that is, the Investor would not constitute an “Acquiring Person” under the Company’s Amended and Restated Rights Agreement, dated December 16, 2014). (b) At least five (5) Trading Days As soon as practicable prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder the Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder the Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticeInvestor, and only upon a the request by such Holderthe 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 Holderthe Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent FinancingFinancing that are available at such time that the Subsequent Financing Notice is delivered (which shall include pricing of the securities only if known at such time), recognizing that if the amount of proceeds intended Subsequent Financing is an offering pursuant to an effective registration statement, that there may be raised thereunder and minimal details available at the Person or Persons through or with whom time such Subsequent Financing Notice is proposed to delivered as terms will not be effected and shall include a term sheet set until final pricing negotiations are conducted with the underwriter(s) or similar document relating thereto as an attachmentplacement agent(s). (ci) Any Holder desiring If the Subsequent Financing is a private placement and the Investor desires to participate in such Subsequent Financing Financing, it must provide written notice to the Company no by not later than two 5:30 p.m. (2San Francisco, California time) Trading Days after delivery on the third Business Day following the date of such its receipt of the Subsequent Financing Notice that such Holder is willing to participate in (the Subsequent Financing“Participation Deadline”), stating the amount of such Holderthe Investor’s participation, and representing and warranting that such Holder the Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice (such information, the “Participation Notice. (d) ”). If notifications by the Holders Company receives no Participation Notice from the Investor as of their willingness the Participation Deadline, the Investor shall be deemed to participate in have notified the Subsequent Financing (or to cause their designees Company that it does not elect to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then 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 NoticeNotice without inclusion of the Investor. (ii) If the Subsequent Financing is an offering pursuant to an effective registration statement and the Investor desires to participate in such Subsequent Financing, it must provide a written notice to the Company and underwriter(s)/placement agent(s) by the Participation Deadline of its desire to participate in the Subsequent Financing and stating that it will be available to the underwriter(s)/placement agent(s) immediately after (and the same day as) the pricing of the Subsequent Financing (and the underwriter(s)/placement agent(s) shall provide at such time to the Investor the price terms of the Subsequent Financing) to provide the Participation Notice to the Company and underwriter(s)/placement agent(s) by not later than 5:30 p.m. (San Francisco, California time) on the day of the pricing of the Subsequent Financing. If the Company and underwriter(s)/placement agent(s) receive no Participation Notice from the Investor by such time on the day of the pricing of the Subsequent Financing, the Investor shall be deemed to have notified the Company that it does not elect to participate, and the Company may effect the Subsequent Financing on the terms negotiated with the underwriter(s)/placement agent(s) without inclusion of the Investor. (d) If the Investor provides a valid Participation Notice to the Company prior to the time specified in Section 4.6(c), the Company shall include the Investor as a participant in the Subsequent Financing, up to the lesser of (i) the amount that the Investor has specified in the Participation Notice and (ii) Participation Maximum, as may be limited under Section 4.6(a), on the same terms and conditions applicable to the Person or Persons through or with whom such Subsequent Financing is proposed to be effected. (e) If For the avoidance of doubt, this Section 4.6 shall not apply in respect of the offer, sale or issuance of any Common Stock: (i) in connection with any stock option or employee benefit plan that is outstanding as of the Closing Date or subsequently approved by the Board of Directors of the Company; (ii) upon the conversion, exercise or exchange of any Options; (iii) in connection with bona fide strategic transactions, stock acquisitions, mergers, asset acquisitions, joint ventures or similar transactions approved by the Board of Directors of the Company receives responses occurring after the Closing Date in each case with non-affiliated third parties and otherwise on an arm’s-length basis; provided, that, the purpose of such issuance is not to a Subsequent Financing Notice from Holders seeking raise capital; or (iv) in connection with any stock split, stock dividend, recapitalization or similar transaction by the Company. Without the Investor’s written consent, the Company shall not prior to purchase more than the aggregate amount second anniversary of the Participation Maximum, each such Holder shall have the right Closing Date issue any Options to purchase its Pro Rata Portion any other investor that is not otherwise carved out by this Section 4.6(e) without concurrently issuing shares of the Participation Maximum. “Pro Rata Portion” means Common Stock to the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7same investor.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month two year anniversary of the date of this NoteFinal Closing Date, upon any issuance of securities by the Company or any of its Subsidiaries (or any resulting Person due to any spin-outs) in an offering pursuant to which any of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination the foregoing raises gross proceeds of units hereof, other than any issuance that is at least $1,000,000 through a public underwritten offering or to an investor or a group the sale of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder Investor shall have the right to participate in the Subsequent Financing in an amount purchase up to 100% of such HolderInvestor’s Pro Rata Portion Proportionate Share (as defined below) (the “Participation Maximum”) of Common Stock or Common Stock Equivalents sold in such Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. For purposes of this Section 4.10, subject an Investor’s “Proportionate Share” means the percentage of securities sold in such Subsequent Financing that is equal to any existing obligations such Investor’s percentage ownership interest in the Company as of immediately after the Final Closing on a fully-diluted basis (assuming for this purpose the conversion, exercise or exchange of all securities of the Company with respect to participation rightsthat are outstanding as of the Final Closing that are convertible into, or exercisable or exchangeable for, Common Stock of the Company). (b) At least five (5) 10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Investor a written notice of its intention to effect a Subsequent Financing (a “Pre-Notice”), which Pre-Notice shall ask such Holder Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Noticean Investor, and only upon a request of such Investor made within one trading day following the receipt by such Holderthe Investor of the Pre-Notice, for a Subsequent Financing Notice, the Company shall promptly, but promptly and no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such HolderInvestor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person person or Persons persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Holder Investor desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) Trading Days on the 5th trading day after delivery all of such the Investors have received the Pre-Notice of what portion of the Subsequent Financing Notice that such Holder the Investor is willing to participate in purchase, which portion may not exceed the Investor’s Proportionate Share of the Subsequent Financing, and that the amount of such Holder’s participation, and representing and warranting that such Holder 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 notice from an Investor as of such 5th trading day, such Investor shall be deemed to have notified the Company that it does not elect to participate. (d) If notifications by Notwithstanding anything to the Holders contrary contained in this Section 4.10, if the Board of their willingness Directors of the Company unanimously agrees (and memorializes such agreement in written minutes of a meeting or a written consent) that providing advance notice to participate the Investors of a Subsequent Financing and including the Investors in the initial closing of a Subsequent Financing (or may materially adversely affect the Company’s ability to cause their designees to participate) is, in the aggregate, less than the total amount of consummate the Subsequent Financing, then the Company may effect consummate a Subsequent Financing prior to the remaining portion of time that the Company provides a Pre-Notice or Subsequent Financing Notice to Investors or sells securities to the Investors under this Section 4.10 in such Subsequent Financing on so long as the terms Company is otherwise able to comply with this Section 4.10 and with the Persons set forth in promptly provide such Pre-Notice and, if applicable, Subsequent Notice, to Investors and consummate an additional closing of the Subsequent Financing Noticethat includes the participating Investors; and, provided further, that the Company reserves the requisite number of securities to be sold in such Subsequent Financing such that all Investors desiring to participate therein in accordance with this Section 4.10 may so participate. (e) If The Company must provide the Company receives responses Investors with a second Subsequent Financing Notice, and the Investors will again have the right of participation set forth above in this Section 4.10, if the Subsequent Financing subject to a the initial Subsequent Financing Notice from Holders seeking to purchase more than is not consummated for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within 30 trading days after the date of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7initial Subsequent Financing Notice.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-24 month anniversary of the date of this NoteEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Ordinary Shares or Ordinary Shares Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 10030% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. This right of Participation supersedes and replaces that certain right of participation granted to the Purchasers pursuant to Section 4.12 of that certain Securities Purchase Agreement, subject to any existing obligations dated as of December 11, 2020 by and among the Company with respect to participation rightsand the Purchasers (“December Purchase Agreement”). (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (ai) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month twelve (12)-month anniversary of the date of this Notehereof, upon any issuance by the Company of Common Stock or any securities of its Subsidiaries the Company which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock Equivalents or debt (“Common Stock Equivalents”) for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder the Holders shall have the right to participate in up to an aggregate amount of the Subsequent Financing in an amount up equal to 10050% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (bii) At least five (5) Trading Days trading days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask request such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticeHolder, and only upon a request by such Holder, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day trading day after such request, deliver a Subsequent Financing Notice to such 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 potential investors 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two by 6:30 am (2New York City time) Trading Days after delivery of such on the trading day following the date on which the Subsequent Financing Notice is delivered to such Holder (the “Notice Termination Time”) that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such 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 Holder as of such Notice Termination Time, such Holder shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. (div) If If, by the Notice Termination Time, notifications by the 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 FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons persons or entities set forth in the Subsequent Financing Notice. (ev) If If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such 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 amount aggregate stated value of Notes held by a the shares of Series H Preferred Stock issued to such Holder pursuant to this Agreement who is participating under this Section 7 in the Subsequent Financing and (y) the sum of the aggregate amounts stated value of Notes held by the shares of Series H Preferred Stock issued to all such Holders participating under this Section 7in the Subsequent Financing.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s 's Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide mustp rovide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s Hxxxxx's participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7$269,500.00.

Participation in Future Financing. (ai) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-12 month anniversary of the date of this NoteClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, (i) Common Stock Equivalents or debt for cash consideration, indebtedness (ii) any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) for cash consideration, (iii) debt securities or (iv) a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder the Buyer and/or its affiliated designees shall have the right to participate in the such Subsequent Financing in up to an amount up equal to 100% the amount required for the Buyer to maintain its pro rata ownership of such Holder’s Pro Rata Portion (Company as defined below) if the Notes had been fully converted into Common Shares (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided that from the date hereof until the date that is 90 days after the Closing Date, subject the Buyer and/or its affiliated designees shall have the right to any existing obligations participate (x) in full of the Company first $1,000,000 of such Subsequent Financing (it is understood and agreed that the Buyer’s right to participate in a Subsequent Financing is in addition to the Buyer’s right to purchase Additional Note pursuant to Section 1(a) hereof) and (y) up to the Participation Maximum of any such Subsequent Financing in excess of $1,000,000; provided further that the Buyer and/or its affiliated designees shall not have the right to participate pursuant to this Section 4(f) to the extent that after giving effect to such participation, such Buyer (together with respect such Buyer’s affiliates, and any persons acting as a group together with such Buyer or its affiliates) would beneficially own in excess of 9.99% of the Common Stock outstanding immediately after giving effect to participation rightsthe Subsequent Financing. For purposes of the foregoing proviso, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. (bii) At Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) at least five three (53) Trading Days (as defined in the Note) immediately prior to the closing Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the first Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the third day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing), the Company shall deliver to each Holder the Buyer a written notice of its the Company’s intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 Holder. The Subsequent Financing Notice which 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 sheet, and if available the transaction documents relating thereto as an attachment, provided that, if such transaction documents are not available at the time of the Subsequent Financing Notice, such transaction document shall be delivered as promptly as possible, but in any event by 10:00 pm (New York City time) on the date prior to the expected announcement of the Subsequent Financing. (ciii) Any Holder desiring If the Buyer desires to participate in such Subsequent Financing Financing, it must provide written notice to the Company no later than two by 6:30 am (2New York City time) on the Trading Days after delivery of such Day following the date on which the Subsequent Financing Notice is delivered to the Buyer (the “Notice Termination Time”) that such Holder Buyer is willing to participate in the Subsequent Financing, the amount of such HolderBuyer’s participation, and representing and warranting that such Holder Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the Buyer as of such Notice Termination Time, such Buyer shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. (div) If notifications by The Company must provide the Holders of their willingness to participate in the Buyer with a new Subsequent Financing (or to cause their designees to participate) isNotice, and the Buyer will again have the right of participation set forth above in this Section 4(f), in connection with a Subsequent Financing if the aggregate, less than definitive agreement related to the total amount of initial Subsequent Financing Notice is not entered into for any reason substantially on the Subsequent Financing, then the Company may effect the remaining portion of terms set forth in such Subsequent Financing Notice by 5:30 pm (New York City time) on the terms and with second (2nd) Trading Day following date of delivery of the Persons set forth in the initial Subsequent Financing Notice. (ev) If Notwithstanding anything to the contrary in this Section 4(f) and unless otherwise agreed to by the Buyer, the Company receives responses shall either confirm in writing to a such Buyer that the transaction with respect to the Subsequent Financing Notice from Holders 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 such Buyer will not be in possession of any material, non-public information, by 5:30 pm (New York City time) on the third (3rd) Trading Day following date of delivery of the Participation MaximumSubsequent Financing Notice. If by 5:30 pm (New York City time) on such third (3rd) Trading 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 Holder transaction has been received by such Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall 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 of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7Subsidiaries.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month anniversary of the date of this NoteOctober 15, 2014, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents hereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (that is, up to 50% of the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined belowthe aggregate for all Purchasers) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, ; subject in all respects to any existing obligations of the Company with respect to participation rightsSection 4.15(i) hereof. (b) At least five Three (53) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing Financing, provided that such notice shall not be given until the Trading Market has closed on such Trading Day (“"Pre-Notice”"), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Such Purchaser shall have up to 24 hours of receipt of the Pre-Notice to request the Subsequent Financing Notice. Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser, provided that such Subsequent Financing Notice shall not be given until the Trading Market has closed on such Trading Day. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the second (2nd) Trading Days Day after delivery all of such the Purchasers have received the Subsequent Financing Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice.. If the Company receives no such notice from a Purchaser as of such second (2nd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate (d) If by 5:30 p.m. (New York City time) on the second (2nd ) Trading Day after all of the Purchasers have received the Subsequent Financing Notice, notifications by the Holders 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 the 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 second (2nd) Trading Day after all of the Purchasers have received the Subsequent Financing Notice, the Company receives responses to a the Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.15 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.15.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon Upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance hereof that is through a public underwritten offering occurs on or to an investor or a group before the 24-month anniversary of investors that already own Common Stock or Common Stock Equivalents the Closing Date (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in the (a) any Subsequent Financing in that occurs on or before September 1, 2024, that is not intended to be marketed as a “public offering” under the rules of Nasdaq, up to an amount up equal to 10090% of such Holder’s Pro Rata Portion financing, and (as defined belowb) (the “Participation Maximum”) any other Subsequent Financing up to an amount equal to 40% of such financing, in each case on the same terms, conditions and price provided for to other investors in the applicable Subsequent Financing, subject . The maximum amount calculated with the applicable percentage in the prior sentence is referred to any existing obligations of as the Company with respect to participation rights“Participation Maximum.” (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such Holder’s Purchaser's participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.17 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.17.

Participation in Future Financing. (a) Subject to any existing obligations of Until thirty-six (36) months after the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Notefinal Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents Equivalents, or equity linked debt for cash consideration, indebtedness or a combination of units hereof, obligations other than any issuance that is through (i) a public underwritten rights offering or to an investor or a group all holders of investors that already own Common Stock (which may include extending such rights offering to holders of Notes) or Common Stock Equivalents (ii) an Exempt Issuance, (each a “Subsequent Financing”), each Holder the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) pro rata to each other in proportion to its Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of unless the Subsequent Financing is an underwritten public offering, in which case the Company with respect shall offer Purchaser the right to participation rightsparticipate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering. For the avoidance of doubt, an Additional Offering is a Subsequent Financing. (b) At least five ten (510) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the tenth (10th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the tenth (10th ) Trading Day after the Purchaser has received the Pre-Notice, notifications by the Holders Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notification to the Company consistent with the terms set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifteenth (15th) Trading Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the principal amount of Notes held purchased hereunder by a Holder Purchaser participating under this Section 7 4.17 and (y) the sum of the aggregate principal amounts of Notes held purchased hereunder by all Holders Purchaser participating under this Section 74.17.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation theP articipation Maximum. “Pro Rata Portion” means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 7$80,000.00.

Participation in Future Financing. (a) Subject only to any existing obligations the rights of the Companyinvestors party to that certain securities purchase agreements dated June 17, 2013 and January 14, 2014, from the date hereof until the date that is the 12-12 month anniversary of the date of this NoteClosing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereofthereof, other than any issuance that is through (i) a public underwritten rights offering or to an investor or a group all holders of investors that already own Common Stock (which may include extending such rights offering to holders of Preferred Stock) or (ii) issuance of shares of Common Stock Equivalents for the purpose of paying bona fide non-Affiliate vendors of goods and services to the Company at fair market value at the time of issuance (not to exceed $75,000 per calendar quarter through the earlier of October 31, 2016 or all of the Preferred Stock has been converted), (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of unless the Subsequent Financing is an underwritten public offering, in which case the Company with respect shall offer each Purchaser the right to participation rightsparticipate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject With respect to any existing obligations of the CompanyXxxxxxx Xxxxxx (as defined below) and the Kingsbrook Holder (as defined below), from the date hereof until the later of (a) the date such respective Holder holds less than 5% of the Common Stock of the Company on a fully diluted basis as determined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (without giving effect to any limitation on exercise or conversion (including “blockers”)) or (b) the date that is the 12-month two year anniversary of the date of this NoteEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt Convertible Securities, Options (each as defined in the May 2013 SPA) for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder the Holders shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 10060% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations Financing in accordance with the following: 58.3% of the Company with respect Participating Maximum shall be available, collectively to participation rightsXxxxxxx Associates, L.P., Xxxxxxx International, L.P. and Manchester Securities Corp. (collectively, the “Xxxxxxx Xxxxxx”) and 41.7% of the Participating Maximum shall be available to Kingsbrook Opportunities Master Fund LP (the “Kingsbrook Holder”), provided that if the Xxxxxxx Xxxxxx or Kingsbrook Holder, as applicable, does not meet the provisions of clause (a) of this Section 9(a) or elects to not exercise or exercises only a portion of its respective Participation Maximum then each of the Xxxxxxx Xxxxxx and Kingsbrook Holder shall have the right to exercise the other Holder’s expired or unexercised portion of its Participation Maximum. A Subsequent Financing does not include the issuance of Common Stock, Convertible Securities, or Options to a strategic partner as part of the Company’s development plans for its product candidates. (b) At least five (5) Trading Business Days (as defined in the May 2013 SPA) prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticeHolder, and only upon a request by such Holder, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Business Day after such request, deliver a Subsequent Financing Notice to such 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 (as defined in the Exchange Warrants) 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) Trading Days on the fifth (5th) Business Day after delivery all of such Subsequent Financing the Holders have received the Pre-Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s participationparticipation (which may include such Holder’s request to “over-subscribe” for up to 100% of the Participation Amount to the extent the other Holder does not subscribe for the full amount it is entitled to pursuant to Section 9(a) above (such amount, the “Over-Subscription Amount”), and representing and warranting that such 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 Holder as of such fifth (5th) Business Day, such 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 (5th) Business Day after all of the Holders have received the Pre-Notice, the notifications by the Holders Xxxxxxx Xxxxxx and/or the Kingsbrook Holder of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) isreflect, in the aggregateaggregate (including Over-Subscription Amounts), participation by the Holders of 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 . At the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount closing of the Participation MaximumSubsequent Financing, each such of the Xxxxxx Xxxxxx and Kingsbrook Holder shall have the right to purchase acquire its Pro Rata Portion portion of the Participation Maximumsecurities sold in such Subsequent Financing in the percentages set forth in Section 9(a) above plus, if applicable, its Over-Subscription Amount of such securities to the extent the other Holder does not subscribe at such closing for the full amount it is entitled to acquire pursuant the Section 9(a) above. (e) The Company must provide the Holders with a second Subsequent Financing Notice, and the Holders will again have the right of participation set forth above in this Section 9, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. (f) The Company and each Holder agree that if any Holder elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Holder shall be required to agree to any restrictions on trading as to any of the Underlying Shares or any shares of Series C-2 Preferred Stock, Series D Preferred Stock or Series E Preferred Stock or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Holder. (g) Notwithstanding anything to the contrary in this Section 9 and unless otherwise agreed to by such Holder, the Company shall either confirm in writing to such Holder 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 Holder will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Holder, such transaction shall be deemed to have been abandoned and such Holder shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. (h) Notwithstanding the foregoing, this Section 9 shall not apply in respect of any Excluded Securities. “Pro Rata PortionExcluded Securities” means (i) equity awards issued to directors, officers or employees of the ratio Company in their capacity as such pursuant to an employee benefit plan approved by the Board of the Company prior to the Effective Date, provided that (xA) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the date hereof and (B) the amount exercise price of Notes held any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Holders; (ii) shares of Common Stock issued upon the conversion or exercise of, Options or Convertible Securities (other than equity awards covered by a Holder participating under this Section 7 clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Options or Convertible Securities (other than equity awards covered by clause (i) above) is not lowered (except pursuant to terms in effect as of the Effective Date), none of such Options or Convertible Securities (other than equity awards covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Options or Convertible Securities (other than equity awards covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Holders; (iii) the issuance of the Exchange Warrants, (iv) the shares of Common Stock issuable upon conversion of the Exchange Warrants or otherwise pursuant to the terms of the Exchange Warrants, and (yv) the sum shares of Common Stock issuable upon conversion of the aggregate amounts of Notes held by all Holders participating under this Section 7Series C-2 Preferred Stock, the Series D Preferred Stock or the Series E Preferred Stock.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “"Subsequent Financing”"), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of such Holder’s 's Pro Rata Portion (as defined below) (the “"Participation Maximum”") on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask such Holder if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”)". Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such 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 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 Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent Financing, the amount of such Holder’s 's participation, and representing and warranting that such Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. (d) If notifications by the 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 the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum. “"Pro Rata Portion” " means the ratio of (x) the amount of Notes held by a Holder participating under this Section 7 8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 78.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-12 month anniversary of the date of this NoteInitial Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereofcash consideration and Indebtedness, other than any issuance that is through (i) a rights offering to all holders of Common Stock, (ii) an underwritten public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents Equivalents, or (iii) an Exempt Issuance, (a “Subsequent Financing”), each Holder the Purchasers that still own outstanding Securities shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 10050% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser that still own outstanding Securities a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser that still own outstanding Securities, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. 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 Holder Purchaser that still owns outstanding Securities desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers that still own outstanding Securities have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers that still own outstanding Securities have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Shares and Warrants purchased hereunder by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased hereunder by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-month eighteen (18)-month anniversary of the date of this NoteClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% fifty percent (50%) of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Notwithstanding the foregoing, subject to any existing obligations each Purchaser shall only have the right of participation described in Section 4.12 if such Purchaser still holds at least ten percent (10%) of the Company with respect to participation rightsSecurities issued hereunder at the Closing at the time of the closing of 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 Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the third (3rd) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder Purchaser is willing to participate in the Subsequent Financing, the amount of such HolderPurchaser’s participation, and representing and warranting that such Holder Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such third (3rd) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 third (3rd) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.12 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.12.

Participation in Future Financing. (a) Subject to any existing obligations of Following the Company, from the date hereof Final Closing Date until the date that is the 12end of one-month year anniversary of the date of this Notesuch date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Ordinary Shares or Ordinary Share Equivalents or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents thereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in the Subsequent Financing in up to an amount up equal to 100such Purchaser’s pro rata share of 50% of each such Holder’s Pro Rata Portion (as defined below) Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the of such Subsequent Financing, subject to any existing obligations of the Company with respect to participation rights. (b) At least five two (52) Trading Days prior to the closing of the a Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review participate in the details of such financing Subsequent Financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 attachmenteffected. (c) Any Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the 5th Trading Days Day after delivery the dated of such Subsequent Financing the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such Holderthe Purchaser’s participation, and representing and warranting that such Holder the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after the date of the Pre-Notice, notifications by the Holders Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount Participation Maximum of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms (which shall mirror the terms of the prior Closing(s)) and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount of Notes held Subscription Amount purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.15 and (y) the sum of the aggregate amounts of Notes held Subscription Amounts purchased on the Closing Date by all Holders Purchasers participating under this Section 74.15.

Participation in Future Financing. (a) Subject to any existing obligations of the Company, from From the date hereof until the date that is the 12-12 month anniversary of the date of this NoteClosing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Stock or Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents hereof (a “Subsequent Financing”), each Holder Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount up equal to 100% of such Holder’s Pro Rata Portion (as defined below) the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing obligations provided that, only in the event that the Subsequent Financing is a registered offering on Form S-1 under the Securities Act, the Participation Maximum shall equal 20% of the Company Subsequent Financing. For purposes of clarity, in the event that the Subsequent Financing is a registered offering on Form S-1 under the Securities Act, the Purchasers shall collectively have a right of participation of an aggregate of 20% of the Subsequent Financing which shall be allocated in accordance with respect to participation rightsthe terms of this Section 4.10. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Holder within two (2) Trading Days after the Pre-NoticePurchaser, and only upon a request by such HolderPurchaser, 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 HolderPurchaser. The 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 Holder Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company no by not later than two 5:30 p.m. (2New York City time) on the fifth (5th) Trading Days Day after delivery all of such Subsequent Financing the Purchasers have received the Pre-Notice that such Holder the Purchaser is willing to participate in the Subsequent Financing, the amount of such Holderthe Purchaser’s participation, and representing and warranting that such Holder the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Holders 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 Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Holders Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Holder 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 amount Subscription Amount of Notes held Securities purchased on the Closing Date by a Holder Purchaser participating under this Section 7 4.10 and (y) the sum of the aggregate amounts Subscription Amounts of Notes held Securities purchased on the Closing Date by all Holders Purchasers participating under this Section 74.10.