Common use of Participation Right Clause in Contracts

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at The Purchaser has the right of first refusal to purchase the Purchaser’s Pro Rata Share of any new securities that the Company may from time to time issue after the Effective Date hereof date of this Agreement, excluding Carve Out Stock as such term is defined in the Company’s Amended and for so long as any Advance is Restated Certificate of Incorporation (“New Securities”). The Purchaser’s “Pro Rata Share” means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New Securities, it shall give notice to the Purchaser of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue the New Securities. The Purchaser will have (10) business days from the date of notice, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails to exercise in full the right of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Purchaser. If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) New Securities without again first offering those New Securities to the Purchaser pursuant to the exercise this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of any stock options granted under the Company’s stock option plan; or New Securities if (bi) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which time of such Additional Securities are offered for sale to other purchasersoffering, up to its Purchaser is not an “accredited investor,” as that term is then pro rata interest defined in the issued and outstanding common shares Rule 501(a) of the Company, in each case, prior Act and (ii) such offering of New Securities is otherwise being offered only to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”)accredited investors. 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at Following the earliest occurrence of any time after Issuance, if the Effective Date hereof and for so long as any Advance is outstandingPurchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Company proposes Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to issue or sell do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any common shares or convertible securities applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (“Additional Securities”30) other than: (a) pursuant Business Days prior to the exercise contemplated publication or public filing of any stock options granted under the Company’s stock option plan; or prospectus for such offering. Within fifteen (b15) pursuant to Business Days following the exercise delivery of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have such notice, the right to subscribe for and purchase (directly or through an affiliate) Additional SecuritiesSeller may, at the price at which such Additional Securities are offered for sale sole discretion of the Alibaba Independent Committee, by notice to other purchasersthe Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of Purchaser or Alipay up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to equity interests the Maximum Additional Securities, which BV intends to subscribe for Seller and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate its Subsidiaries own directly in the subscription for Additional Securities Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the same manner Purchaser Qualified IPO or the Alipay Qualified IPO, as other persons subscribing for Additional Securities and applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall be entitled to subscribe for have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of Additional Securities specified equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the Acceptance Notice under offering only such subscriptionnumber of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offering.

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) The Corporation agrees that if, during the Participation Period the Corporation issues any Common Shares or Convertible Securities other than pursuant to an Excluded Issuance (any such issuance, a “Subsequent Offering”), then the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV Corporation shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale provide a written notice of such Additional Securities Subsequent Offering (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Subsequent Offering Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on Purchaser at least five Business Days prior to the fifth business day following the receipt public announcement of any Rights Noticesuch Subsequent Offering, setting out out: (i) the number of Additional SecuritiesCommon Shares or Convertible Securities issued or to be issued; (ii) the material terms and conditions of any Convertible Securities issued or to be issued and (iii) the subscription price per Common Share or Convertible Security issued or to be issued by the Corporation under such Subsequent Offering, if anyas applicable.. (b) The Corporation agrees that, up subject to Section 7(c), the Maximum Additional SecuritiesPurchaser has the right (the “Participation Right”), which BV intends but only during the Participation Period (which, for greater certainty, shall be extended for the duration of the Notice Period (as defined below) in the event the Participation Period will end pursuant to clause (iii) under the definition of Participation Period as a result of the completion of the Subsequent Offering), upon receipt of a Subsequent Offering Notice, to subscribe for and purchase. Following to be issued, on a private placement basis and at the subscription price per Common Share or Convertible Security, as applicable, as set out in the applicable Subsequent Offering Notice, up to that number of Common Shares or Convertible Securities, as applicable, that will result in the Purchaser beneficially owning 19.9% of the outstanding Common Shares following such subscription and issuance, such number of Common Shares to be calculated without assuming the conversion in accordance with their terms of any Convertible Securities except that for the purposes of such calculation in a Subsequent Offering of Convertible Securities, all of the Convertible Securities so offered (including pursuant to the Participation Right) will be deemed to have been converted into Common Shares. (c) If the Purchaser wishes to exercise the Participation Right in respect of a particular Subsequent Offering, the Purchaser shall give written notice to the Corporation (the “Exercise Notice”) of the exercise of such right and of the number of Common Shares or Convertible Securities, as applicable, the Purchaser wishes to purchase (subject to the limits prescribed by Section 7(b)), within the earlier of (i) 10 Business Days after the date of receipt of an Acceptance Noticethe Subsequent Offering Notice or (ii) the date which is 3 Business Days prior to the completion of the Subsequent Offering (the “Notice Period”), BV shall failing which the Purchaser will not be entitled to participate exercise the Participation Right in respect of such Subsequent Offering. (d) If the Corporation receives an Exercise Notice from the Purchaser within the Notice Period, then the Corporation shall, subject to the receipt of all required regulatory approvals (including the approval of the TSX) on terms and conditions satisfactory to the Corporation, acting reasonably, which approvals the Corporation shall use reasonable commercial efforts to promptly obtain, and subject to the limits prescribed by Section 7(b), issue to the Purchaser, against payment of the subscription price payable in respect thereof, that number of Common Shares or Convertible Securities, as applicable, set forth in the subscription Exercise Notice, provided that such issuance can be legally effected on a private placement basis and without the requirement to file a prospectus or registration statement or the requirement to deliver an offering memorandum under applicable securities laws. (e) The closing of any private placement pursuant to an exercise of the Participation Right by the Purchaser will take place on the date of completion of the Subsequent Offering, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing will be extended for Additional up to 10 Business Days. If the closing of such private placement has not been completed by such date (or such earlier or later date as the parties may agree to orally or in writing) through no fault of the Corporation, then the Exercise Notice will be deemed to have been irrevocably withdrawn and the Corporation will have no obligation to issue any Common Shares or Convertible Securities in pursuant to such exercise of the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionParticipation Right.

Participation Right. 7.01 If at any time after Each of the Effective Date hereof and Contributing Parties agrees as follows: (a) Following the Closing, for so long as any Advance is outstandingof the Sponsors or their respective Affiliates control the GP, the Company proposes MLP shall have a right, but not an obligation, to issue or sell any common shares or convertible securities participate (the “Additional SecuritiesParticipation Right”) in up to 50% of each acquisition or series of related acquisitions of mineral or royalty interests or other than: oil and gas assets in which any of Xxxxxx Xxxxxxx, Xxxxx X. Xxxxxx and Xxxxx Xxxxx Participate and involving any or all of the Contributing Parties or their respective Affiliates (a) pursuant such acquisition or series of related acquisitions being referred to as a “Qualified Acquisition”). Unless consented to in writing by the exercise GP on behalf of any stock options granted under the Company’s stock option plan; orMLP, the Participation Right shall be on terms and conditions substantially the same as or better than the acquisition by the Contributing Parties or their applicable Affiliates. The MLP shall be permitted to assign such Participation Right to a Subsidiary of the MLP. (b) In the event that any of the Contributing Parties or their applicable Affiliates proposes to enter into a Qualified Acquisition, then such Person shall, at least five Business Days prior to entering into a definitive agreement relating to any such Qualified Acquisition, give notice in writing to the GP on behalf of the MLP (the “Participation Notice”) of their intention to enter into such Qualified Acquisition. The Participation Notice shall include (i) a description of the assets subject to the Qualified Acquisition, and (ii) a description of any material terms, conditions and details of the Qualified Acquisition as would be necessary for the GP on behalf of the MLP to make a decision to participate in the Qualified Acquisition. If the GP on behalf of the MLP decides to participate in the Qualified Acquisition, the GP shall have ten Business Days following receipt of the Participation Notice (as may be modified by this sentence, the “Participation Response Deadline”) to furnish written notice of such participation to the applicable Persons participating in the Qualified Acquisition (the “Participation Exercise Notice”); provided, however, that the Contributing Parties or their applicable Affiliates shall be permitted to provide as few as three Business Days’ written notice if such Qualified Acquisition reasonably requires such shorter notice period. The Participation Exercise Notice shall set forth the terms and conditions (including the purchase price the GP on behalf of the MLP proposes to pay and the other terms of the participation) pursuant to which the exercise GP on behalf of the MLP would be willing to enter into a binding agreement for the Qualified Acquisition. If no Participation Exercise Notice is delivered by the GP on behalf of the MLP by the Participation Response Deadline, then the MLP shall be deemed to have waived its Participation Right with respect to such Qualified Acquisition, subject to Section 6.8(c). The Contributing Parties agree to be responsible for any share purchase warrants issued pursuant to previously-completed private placements; orbreach of this provision by their respective Affiliates. (c) for property interests other than money; BV shall have If the right GP on behalf of the MLP has not timely delivered a Participation Exercise Notice with respect to subscribe for and purchase (directly or through an affiliate) Additional Securitiesa Qualified Acquisition that is subject to a Participation Notice, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest applicable Persons participating in the issued Qualified Acquisition shall be free to enter into such Qualified Acquisition on terms and outstanding common shares of conditions no more favorable to such third party than those set forth in the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”)Participation Notice. 7.02 If (d) Notwithstanding the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01foregoing, the Company shall provide notice Participation Right will only apply to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01a Qualified Acquisition with a total purchase price in excess of $10,000,000. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding(a) Subject to Section 4.2, the Company proposes Parent agrees that if the Parent issues for cash consideration any Common Shares or other securities that are convertible into or exchangeable for Common Shares (such securities other than Common Shares, collectively, "Subject Securities"), other than pursuant to issue an Exempt Issuance (any such issuance, a "Subsequent Offering"), then the Parent shall, promptly following the announcement of such Subsequent Offering, provide a written notice (the "Subsequent Offering Notice") to the Investors setting out: (i) the number of Common Shares or sell Subject Securities issued or to be issued; (ii) the material terms and conditions of any common shares Subject Securities issued or convertible securities to be issued; (“Additional Securities”iii) the subscription price per Common Share or Subject Security issued or to be issued by the Parent under such Subsequent Offering, as applicable; and (iv) the proposed closing date for the issuance of Common Shares or Subject Securities to the Investors, assuming exercise of the Participation Right by the Investors, which closing date shall be at least 10 days following the date of such notice, or such other thandate as the Parent and the Investors may agree. (b) Subject to Section 4.1(c) and the receipt of all required regulatory approvals and compliance with applicable Laws, the Parent agrees that the Investors have the right (the "Participation Right"), upon receipt of a Subsequent Offering Notice, to subscribe for and to be issued, on a private placement basis, and substantially on the terms and conditions of such Subsequent Offering: (ai) in the case of a Subsequent Offering of Common Shares, such number of Common Shares that will allow the Investors to maintain the As-Exchanged Ownership of the Investors immediately prior to completion of the Subsequent Offering; and (ii) in the case of a Subsequent Offering of Subject Securities, such number of Subject Securities that will (assuming conversion or exchange of all of the convertible or exchangeable Subject Securities issued in connection with the Subsequent Offering and the convertible or exchangeable Subject Securities issuable pursuant to this Section 4.1) allow the Investors to maintain the As-Exchanged Ownership of the Investors immediately prior to the completion of the Subsequent Offering, (iii) in each case, for greater certainty, after giving effect to any Common Shares or Subject Securities acquired by the Investors or any Affiliate thereof as part of the Subsequent Offering, other than pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; orParticipation Right. (c) for property interests other than money; BV If the Investors wish to exercise the Participation Right in respect of a particular Subsequent Offering, the Investors shall have give written notice to the right to subscribe for and purchase Parent (directly or through an affiliatethe "Exercise Notice") Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale exercise of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars right and of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Common Shares or Subject Securities, if anyas applicable, up that the Investors wishes to purchase (subject to the Maximum Additional Securitieslimits prescribed by Section 4.1(b)), which BV intends to subscribe for and purchase. Following within five days after the date of receipt of an Acceptance the Subsequent Offering Notice (the "Exercise Notice Period"), failing which the Investors will not be entitled to exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice of the Investors shall set forth the aggregate number of each class of securities of the Parent owned or controlled by each Investor as of the date of such Exercise Notice, BV . The Investors shall be entitled to participate allocate the Common Shares or Subject Securities to be acquired pursuant to this Section 4.1 among the Investors as specified by the Investors in the Exercise Notice (the "Investor Allocation"). (d) If the Parent receives a valid Exercise Notice from the Investors within the Exercise Notice Period, then the Parent shall issue to the Investors in accordance with the Investor Allocation against payment of the subscription for Additional Securities price payable in respect thereof, that number of Common Shares or Subject Securities, as applicable, set forth in the same manner as Exercise Notice, subject to the receipt and continued effectiveness of all required regulatory and other persons subscribing for Additional approvals on terms and conditions satisfactory to the Parent, acting reasonably, which approvals the Parent shall use reasonable commercial efforts to obtain, and subject to compliance with applicable Laws and to the limits prescribed by Section 4.1(b) and provided that such issuance can be legally effected without the requirement to file any additional prospectus or registration statement under applicable Securities and shall be entitled to subscribe for Laws. (e) The closing of the number exercise of Additional Securities specified the Participation Right by the Investors will take place on the date set out in the Acceptance Subsequent Offering Notice. If the closing of the exercise of the Participation Right has not been completed by the end of the applicable period (or such earlier or later date as the parties may agree), provided that the Parent has used its reasonable commercial efforts to obtain all required regulatory and other approvals, then the Exercise Notice under will be deemed to have been irrevocably withdrawn and the Parent will have no obligation to issue any Common Shares or Subject Securities, as applicable, pursuant to such subscriptionexercise of the Participation Right. (f) If the Parent is paying the costs and expenses incurred by purchasers of Common Shares or Subject Securities (other than the Investors) in connection with any Subsequent Offering, the Parent shall a proportionate amount of the costs and expenses incurred by the Investors in connection with such Subsequent Offering, on substantially similar terms.

Participation Right. 7.01 If at any time after From the Effective Date date hereof and for so long as any Advance is outstandinguntil the two year anniversary of the Closing Date, neither the Company proposes nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 5.10. The Company acknowledges and agrees that the right set forth in this Section 5.10 is a right granted by the Company, separately, to issue or sell any common shares or convertible securities (“Additional Securities”) other than:the Investor. (a) pursuant The Company shall deliver to the exercise Investor a written notice (the “Offer Notice”) of any stock options granted under proposed or intended issuance or sale or exchange (the Company’s stock option plan; or “Offer”) of the securities being offered (bthe “Offered Securities”) pursuant in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the exercise number or amount of any share purchase warrants issued pursuant the Offered Securities to previously-completed private placements; or be issued, sold or exchanged, (cy) for property interests other than money; BV identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the Investor in accordance with the terms of the Offer at least 19.9% of the Offered Securities, provided that the number of Offered Securities which the Investor shall have the right to subscribe for and purchase under this Section 5.10 shall be (directly or through an affiliatea) Additional Securities, at based on the price at which such Additional Securities are offered for sale to other purchasers, up to its then Investor’s pro rata interest in the issued and outstanding common shares portion of the Companyaggregate number of Units purchased hereunder by the Investor and by all Other Investors under the Other Agreements (but not any Other Investor who does not have similar participation rights thereunder for exactly 19.9% of the Offered Securities) (each such Other Investor, in each caseif any, prior who has similar participation rights thereunder for exactly 19.9% of the Offered Securities is referred to giving effect to herein as an “Other Eligible Investor” and collectively as the issuance or sale of such Additional Securities “Other Eligible Investors”) (the “Maximum Additional SecuritiesBasic Amount”), and (b) if the Investor elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of Other Eligible Investors as the Investor shall indicate it will purchase or acquire should the Other Eligible Investors subscribe for less than their Basic Amounts (the “Undersubscription Amount”). 7.02 (b) To accept an Offer, in whole or in part, the Investor must deliver a written notice to the Company prior to the end of the fifth (5th) business day after the Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the Investor’s Basic Amount that the Investor elects to purchase and, if the Investor shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that the Investor elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by the Investor and all Other Eligible Investors are less than the total of all of the Basic Amounts (under this Agreement and all applicable Other Agreements), then if the Investor has set forth an Undersubscription Amount in its Notice of Acceptance, the Investor 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”), and if the Investor has subscribed for any Undersubscription Amount, then the Investor shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of the Investor bears to the total Basic Amounts of the Investor and all Other Eligible Investors that have subscribed for Undersubscription Amounts, subject to rounding by the Company intends to authorize and/or issue Additional the extent its deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer in any material respect prior to the expiration of the Offer Period, the Company may deliver to the Investor a new Offer Notice and the Offer Period shall expire on the fifth (5th) business day after the Investor’s receipt of such new Offer Notice. (c) The Company shall have ten (10) business days from the expiration of the Offer Period above (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Investor (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (d) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 5.10(c) above), then the Investor may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that give rise the Investor elected to BV’s rights purchase pursuant to paragraph 7.01Section 5.10(b) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to the Investor pursuant to this Section 5.10 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that the Investor so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Investor in accordance with Section 5.10(a) above. (e) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Investor shall acquire from the Company, and the Company shall issue to the Investor, the number or amount of Offered Securities specified in the Notice of Acceptance. The purchase by the Investor of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and its counsel. (f) Any Offered Securities not acquired by the Investor or other Persons in accordance with this Section 5.10 may not be issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this Agreement. (g) The Company and the Investor agree that if the Investor elects to participate in the Offer, neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provision whereby the Investor shall be required to agree to any restrictions on trading as to any securities of the Company owned by the Investor prior to such Subsequent Placement more restrictive in any material respect than the restrictions contained in the this Agreement and the other Transaction Documents. (h) Notwithstanding anything to the contrary in this Section 5.10 and unless otherwise agreed to by the Investor, the Company shall either confirm in writing to the Investor that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Investor will not be in possession of any material, non-public information, by the tenth (10th) day following delivery of the Offer Notice. If by such tenth (10th) day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Investor, such transaction shall be deemed to have been abandoned and the Investor shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide notice the Investor with another Offer Notice and the Investor will again have the right of participation set forth in this Section 5.10. The Company shall not be permitted to BV deliver more than one such Offer Notice to the Investor in any sixty (60) day period. The Company shall not circumvent the “Rights Notice”) no less than six business days before provisions of this Section 5.10 by providing terms or conditions to any Other Eligible Investors that are not provided to the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 Investor. The Rights Notice restrictions contained in this Section 5.10 shall provide the same information to BV regarding the particulars of not apply in connection with the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Excluded Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at the Company sells any time after shares of a series of Preferred Stock and/or rights, options, or warrants to purchase shares of Common Stock or of a series of Preferred Stock, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for shares of a series of Common Stock or Preferred Stock (“Qualifying New Securities”); provided that notwithstanding anything to the Effective Date hereof contrary any equity, options, warrant or similar equity-linked issuances to employees, consultants or vendors of the Company shall be excluded and for so long as any Advance is outstandingnot be deemed to be a Qualifying New Securities herein, the Company proposes shall give notice to issue or sell any common shares or convertible securities the Purchasers within 30 days after the issuance of Qualifying New Securities. Such notice shall describe the type, price, and terms of the Qualifying New Securities. Each Purchaser shall have 20 days from the date notice is given to elect to purchase up to the number of Qualifying New Securities which equals the greater of (“Additional Securities”x) other than: (a) that number of Qualifying New Securities having an aggregate purchase price equal to 400% of the aggregate Purchase Price paid by such Purchaser for Preferred Stock and Warrants pursuant to this Agreement, or (y) the exercise proportion that the Common Stock then held by such Purchaser (including all shares of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase Common Stock then issuable (directly or through an affiliateindirectly) Additional Securitiesupon conversion and/or exercise, at the price at which such Additional Securities are offered for sale to other purchasersas applicable, up to its then pro rata interest in the issued and outstanding common of any shares of preferred stock of the CompanyCompany and any other securities or rights convertible into, or exercisable or exchangeable for (in each case, prior to giving effect directly or indirectly), Common Stock, including options and warrants (“Derivative Securities”) then held by such Purchaser) bears to the issuance or sale total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). The closing of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company sale shall provide notice to BV (the “Rights Notice”) no less than six business occur within 45 days before of the date on which notice is given to the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide Purchasers. Notwithstanding the same information to BV regarding the particulars of the issuance foregoing, no Purchaser, or sale of the Additional Securities Affiliate (as is provided to other persons proposing to participate defined in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”certificate of Designation) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Noticethereof, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate purchase Qualifying New Securities hereunder in an amount that would result in the subscription for Additional Securities Purchaser, in the same manner aggregate and together with any Affiliate of such Purchaser, beneficially owning (as other persons subscribing for Additional Securities determined in accordance with Section 13(d) of the Exchange Act and shall be entitled to subscribe for the rules promulgated thereunder) in excess of 19.99% of the number of Additional Securities specified in the Acceptance Notice under shares of Common Stock outstanding immediately after giving effect to such subscriptionpurchase Qualifying New Securities.

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding(1) Subject to Section 3.2, the Company Real agrees that if Real proposes to issue any Common Shares or sell Convertible Securities, other than pursuant to an Exempt Issuance (any common shares or convertible securities such issuance, a “Subsequent Offering”), then Real shall provide a written notice (the “Additional SecuritiesSubsequent Offering Notice”) to the Investor Members promptly but not later than the 10th Business Day prior to the planned date of commencement of such offering, issuance or sale; provided that if such proposed Subsequent Offering is to be effected as a “bought deal”, Real shall promptly upon the initial communication relating to a proposed “bought deal” with a prospective underwriter notify the Investor Members of the substance of such communication and shall update the Investor Members on all material developments with respect thereto. A Subsequent Offering Notice shall set out: (i) the number of Common Shares or Convertible Securities proposed to be issued; (ii) the material terms and conditions of any Convertible Securities proposed to be issued and any other thanmaterial terms and conditions of such Subsequent Offering (including the expiration date, if applicable, and in the case of a Registration and to the extent possible, a copy of the related draft Prospectus or registration statement (or such other documents that are required under U.S. Securities Laws), as applicable); (iii) the subscription price per Common Share or Convertible Security proposed to be issued by Real under such Subsequent Offering, as applicable (and, in the case of a Subsequent Offering for consideration in whole or in part other than cash, the fair market value thereof as reasonably determined by the Board), and (iv) the proposed closing date for the issuance of Common Shares or Convertible Securities to the Investor Members, assuming exercise of the Participation Right by the Investor Members, which closing date shall be at least 10 Business Days following the date of such notice, or such other date as Real and the Investor Members may agree. (2) Subject to Section 3.1(3) and Section 3.2 and the receipt of all required regulatory approvals and compliance with applicable Laws, Real agrees that each Investor Member has the right (the “Participation Right”), upon receipt of a Subsequent Offering Notice, to subscribe for and to be issued, on the same terms and conditions (but in any event at the same price per security in such Subsequent Offering, net of any applicable underwriter discounts) of such Subsequent Offering: (a) in the case of a Subsequent Offering of Common Shares, such number of Common Shares that will allow such Investor Member to maintain the As- Exchanged Ownership of such Investor Member immediately prior to completion of the Subsequent Offering; and (b) in the case of a Subsequent Offering of Convertible Securities, such number of Convertible Securities that will (assuming conversion or exchange of all of the Convertible Securities issued in connection with the Subsequent Offering and the Convertible Securities issuable pursuant to this Section 3.1) allow such Investor Member to maintain the As-Exchanged Ownership of such Investor Member immediately prior to the completion of the Subsequent Offering. in each case, for greater certainty, after giving effect to any Common Shares or Convertible Securities acquired by such Investor Member as part of the Subsequent Offering, other than pursuant to the exercise of any stock options granted under the Company’s stock option plan; orParticipation Right. (b3) pursuant Subject to Section 3.2, if an Investor Member wishes to exercise the Participation Right in respect of a particular Subsequent Offering, such Investor Member shall give written notice to Real (the “Exercise Notice”) of the exercise of any share purchase warrants issued pursuant such right and of the number of Common Shares or Convertible Securities, as applicable, that such Investor Member wishes to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiessubject to the limits prescribed by Section 3.1(2)), at the price at which such Additional Securities are offered for sale to other purchaserswithin five Business Days (or, up to its then pro rata interest in the issued and outstanding common shares case of a Subsequent Offering that is a public offering in a “bought deal”, three Business Days) after the date of receipt of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities Subsequent Offering Notice (the “Maximum Additional SecuritiesExercise Notice Period”), provided that if an Investor Member does not so provide such Exercise Notice prior to the expiration of the Exercise Notice Period, such Investor Member will not be entitled to exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice delivered by the Investors shall set forth the aggregate number of each class of securities of Real beneficially owned or controlled by the applicable Investor Member as of the date of such Exercise Notice. 7.02 (4) If Real receives a valid Exercise Notice from an Investor Member within the Company intends Exercise Notice Period, then Real shall issue to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars such Investor Member against payment of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate subscription price payable in respect thereof set forth in the subscription for Additional Subsequent Offering Notice, that number of Common Shares or Convertible Securities. BV shall give notice (an “Acceptance , as applicable, set forth in the Exercise Notice”) , subject to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Noticeall required regulatory and other approvals on terms and conditions satisfactory to Real, setting out the number of Additional Securities, if any, up to the Maximum Additional Securitiesacting reasonably, which BV intends approvals Real shall use commercially reasonable efforts to subscribe for and purchase. Following receipt of an Acceptance Noticeobtain (other than any shareholder approvals which Real shall not under any circumstances be required or obliged to obtain unless shareholder approval is otherwise required in connection with the Subsequent Offering, BV such that no Investor Member, acting individually or in the aggregate, shall be entitled to participate exercise its Participation Right if such exercise would, in and of itself, cause Real to have to seek shareholder approval for such Subsequent Offering), and subject to compliance with applicable Laws and to the limits prescribed by Section 3.1(2). Each Investor Member acknowledges and agrees that such Common Shares or Convertible Securities may be subject to restrictions on transfer pursuant to applicable Securities Laws. Accordingly, each Investor Member acknowledges and agrees that prior to the expiry of any applicable holding period under applicable Securities Laws, the certificates (if any) representing such Common Shares or Convertible Securities will bear such legend or legends as may, in the subscription for Additional reasonable opinion of counsel to Real, be necessary in order to avoid a violation of any Securities Laws or to comply with the requirements of the Applicable Stock Exchange, provided that if, at any time, in the reasonable opinion of counsel to Real, such legends are no longer necessary in order to avoid a violation of any such Laws, or the holder of any such legended certificate, at Real’s expense, provides Real with evidence reasonably satisfactory in form and substance to Real (which may include an opinion of counsel satisfactory to Real) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares or Convertible Securities in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to Real in exchange for a certificate which does not bear such legend. (5) The closing of the same manner exercise of the Participation Right of each Investor Member will take place on the closing date set out in the Subsequent Offering Notice, which shall be, to the extent practicable, concurrent with the related issuance pursuant to the Subsequent Offering and, if not practicable, as soon as practicable thereafter. If the closing of the exercise of the Participation Right has not been completed by the 90th day following receipt of the Subsequent Offering Notice (or such earlier or later date as the parties may agree), provided that Real has used its commercially reasonable efforts to obtain all required regulatory and other persons subscribing for Additional Securities and approvals (other than any shareholder approvals which Real shall not under any circumstances be required or obliged to obtain unless shareholder approval is otherwise required in connection with the Subsequent Offering), then each Investor Member may choose to withdraw its Exercise Notice, in which case Real will have no obligation to issue any Common Shares or Convertible Securities, as applicable, to such Investor Member pursuant to such exercise of the Participation Right. If an Investor Member does not timely elect to exercise its Participation Right in full, then Real shall be entitled free for a period of 90 days following the expiration of the Exercise Notice Period to subscribe for sell the number Common Shares or Convertible Securities that are the subject of Additional Securities specified the Subsequent Offering Notice on terms and conditions no more favorable to the purchasers thereof (but in any event with a price no less than those offered to the Investors in the Acceptance Notice Subsequent Offering Notice); provided that any Common Shares or Convertible Securities offered or sold by Real after such 90-day period, or any Common Shares or Convertible Securities offered or sold by Real during such 90-day period on terms and conditions more favorable to the purchasers thereof (or in any event with a price less) than those offered to the Investor Members in the Subsequent Offering Notice, must, in either case, be reoffered to the Investor Members pursuant to this Section 3.1 as though it were a new Subsequent Offering. (6) If Real is paying the costs and expenses incurred by purchasers of Common Shares or Convertible Securities (other than pursuant to this Section 3.1(6)) in connection with any Subsequent Offering, Real shall also pay a proportionate amount of the costs and expenses incurred by the Investor Members in connection with such Subsequent Offering, on substantially similar terms. (7) The election by an Investor Member not to exercise its Participation Right under such subscriptionthis Section 3.1 in any one instance shall not affect its right as to any subsequent proposed issuance. (8) In the case of an issuance subject to this Section 3.1 for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors.

Participation Right. 7.01 If at any time after The Company covenants and agrees with the Effective Date hereof and for so long Subscriber that effective as any Advance is outstandingof the Closing Date, if the Company proposes to issue (a “Future Offering”) any Shares or sell any common shares or securities convertible securities into Shares (the “Additional Offered Securities”), the Company will provide the Subscriber with at least 14 days prior notice of such issuance (the “Offering Notice”) other than: (a) pursuant including the number of securities to be issued, the exercise rights, privileges, restrictions, terms and conditions of any stock options granted under the Company’s stock option plan; or (b) pursuant securities and the price per security to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV be issued. The Subscriber, together with its affiliates, shall have the right (the “Participation Right’), upon receipt of an Offering Notice, to subscribe for and purchase (directly or through an affiliate) Additional Securities, to be issued as part of a Future Offering at the subscription price at which such Additional Securities are offered for sale per Offered Security pursuant to other purchasers, the Future Offering and otherwise on substantially the terms and conditions of the Future Offering up to such number of Offered Securities that will (assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Future Offering) allow the Subscriber, together with its then pro rata affiliates, to maintain an aggregate percentage ownership interest in the outstanding Shares that is equal to its aggregate percentage ownership interest that they would have in the aggregate immediately prior to the completion of the Offering. If the Subscriber or any affiliates wishes to exercise the Participation Right, the Subscriber shall give written notice to the Company (the "Exercise Notice") of the exercise of such right and of the number of Offered Securities the Subscriber and its affiliates wishes to purchase within seven days after the date of receipt of an Offering Notice (the "Notice Period"), failing which the Subscriber and its affiliates will not be entitled to exercise the Participation Right in respect of such Future Offering. If the Company receives an Exercise Notice from the Subscriber within the Notice Period, then the Company shall issue to the Subscriber and its affiliates (if applicable), against payment of the subscription price payable in respect thereof, that number of Offered Securities set forth in the Exercise Notice, on the date of the closing of the Future Offering. Notwithstanding anything to the contrary contained herein, the Participation Right provided for hereunder will not apply to any issuances of securities of the Company to directors, officers, employees of or consultants to the Company and its affiliates pursuant to compensation arrangements, including pursuant to any stock option plans or similar arrangements, provided that the aggregate of all securities issued under such compensation arrangements will not exceed 10% of the issued and outstanding common shares Shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at (a) Subject to the terms and conditions specified in this Section 8, until the first anniversary of the Closing Date, the holders of shares of Preferred Stock or Redemption Preferred Stock shall have a right to participate with respect to the issuance or possible issuance of any Additional Securities on the same terms and conditions as offered by the Company to the other purchasers of such Additional Securities. (b) Each time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each holder of shares of Preferred Stock or Redemption Preferred Stock in accordance with the following provisions: (i) The Company shall deliver a notice (the “Issuance Notice”) to the Purchasers at least 20 days prior to any sale of Additional Securities, and such Issuance Notice shall state (a) pursuant its bona fide intention to the exercise of any stock options granted under the Company’s stock option plan; or offer such Additional Securities, (b) pursuant the number of such Additional Securities to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or be offered, (c) for property interests the price (the “Offering Price”) and terms, if any, upon which it proposes to offer such Additional Securities, and (d) the anticipated closing date of the sale of such Additional Securities. (ii) By written notification received by the Company, within 15 business days after giving of the Issuance Notice, any holder of shares of Preferred Stock or Redemption Preferred Stock may elect to purchase or obtain, at the Offering Price and on the terms specified in the Issuance Notice (provided that if the Offering Price is to be paid in whole or in part in consideration other than money; BV cash, the holders of Preferred Stock or Redemption Preferred Stock exercising their rights hereunder shall have the right option to subscribe for and purchase pay such consideration in cash equal to the fair market value of such non-cash consideration (directly valued in accordance with the method set forth in Article XI.E(ii) of the Certificate of Designations or through an affiliate) Additional Securitiessuch comparable provision of the Redemption Certificates, at the price at which as applicable), up to that number of such Additional Securities are equal to 50% of the Purchase Price set forth in such holder’s signature page to this Agreement divided by the Offering Price. (iii) If the total number of securities elected to be purchased by the holders of Preferred Stock or Redemption Preferred Stock pursuant to this Section 8 is greater than the number of Additional Securities offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of by the Company, the Company shall promptly, in writing, inform each caseholder electing to participate hereunder (a “Participating Holder”), prior and each Participating Holder shall be entitled to giving effect obtain that portion of the Additional Securities equal to the issuance proportion that the number of shares of Preferred Stock or Redemption Preferred Stock held by such Participating Holder bears to the total number of shares of Preferred Stock and Redemption Preferred Stock held by all Participating Holders. (iv) The Company shall promptly, in writing, inform each holder of shares of Preferred Stock or Redemption Preferred Stock which elects to purchase all of the Additional Shares available to it under this Section 8 (“Fully-Exercising Holder”) of any other holder’s failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Holder shall be entitled to obtain that portion of the Additional Securities for which the holders of shares of Preferred Stock or Redemption Preferred Stock were entitled to subscribe but which were not subscribed for by such holders which is equal to the proportion that the number of shares of Preferred Stock or Redemption Preferred Stock held by such Fully-Exercising Holder bears to the total number of shares of Preferred Stock and Redemption Preferred Stock held by all Fully-Exercising Holders who wish to purchase any of the unsubscribed shares. (v) If all Additional Securities which the holders of shares of Preferred Stock or Redemption Preferred Stock are entitled to obtain pursuant to this Section 8 are not elected to be obtained as provided in subparagraph (iv), the Company may, during the 75-day period following the expiration of the period provided in such subparagraph, offer the remaining unsubscribed portion of such Additional Securities to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Issuance Notice. If the Company does not consummate the sale of such Additional Securities (within such period, the “Maximum right provided hereunder shall be deemed to be revived and such Additional Securities”)Securities shall not be offered or sold unless first reoffered to the holders of shares of Preferred Stock and Redemption Preferred Stock in accordance herewith. 7.02 If (c) In addition to the rights set forth in Section 10(g), each Purchaser may, with the written consent of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s (which such consent may not be unreasonably withheld or delayed), assign its rights pursuant to paragraph 7.01, in this Section 8 separately from the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s other rights pursuant to paragraph 7.01under this Agreement. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If (a) Subject to the limitations and exceptions set forth herein, if the Managing Member(s) shall determine to allow a Third Party to contribute capital to the Company and become a Member thereof (a "Third Party Contribution"), at least ten (10) days prior to any time after such proposed Third Party Contribution to which a participation right applies as aforesaid, the Effective Date hereof Company shall give to each then Executive Member a written notice of such proposed Third Party Contribution, together with particulars thereof, including the proposed amount and form of consideration to be paid for such Membership Interest by the Third Party and the terms and conditions of payment, and, in such notice, the Company shall offer to each then Executive Member, subject to consummation of such proposed contribution, for twenty (20) days commencing on the giving of such notice, at the same price per one percentage point unit of Percentage Interest and on the same terms and conditions, the opportunity to purchase from the Company all or a portion of that Membership Interest as would, if such participation right were exercised, preserve the Percentage Interest of such Executive Member. Anything contained herein to the contrary notwithstanding, the written notice of the proposed Third Party Contribution to which a participation right applies as aforesaid need not be given prior to such proposed Third Party Contribution so long as any Advance such offer is outstanding, the Company proposes to issue or sell any common shares or convertible securities sent within five (“Additional Securities”5) other than: days thereafter and remains open for a twenty (a20) pursuant to the exercise of any stock options granted under the Company’s stock option plan; orday period from receipt thereof. (b) pursuant If an Executive Member elects to accept such offer, such Executive Member shall so signify by written notice to the exercise Managing Member(s) given within such ten-day period, indicating the portion of the Membership Interest offered in consideration for the proposed Third Party Contribution which such Executive Member elects to purchase, and deliver the purchase price to the Company upon or within ten (10) days after the proposed closing date of the Third Party Contribution. If the amount of the proposed Third Party Contribution or any of the price or the material terms or conditions thereof is changed, the Company shall notify each then Executive Member of any share purchase warrants issued pursuant such change and such Executive Member shall have the later to previously-completed private placements; orexpire of five (5) days after such Executive Member's receipt of such notice of change or twenty (20) days after receipt of the initial offer within which to accept the initial offer as so changed or to rescind or modify such Executive Member's prior acceptance. (c) for property interests The provisions of this Section 5.3 shall not be applicable to the sale or issuance by the Company of (i) Membership Interests and other than money; BV shall have securities of the right Company issued or issuable upon conversion or exercise of any interests, securities, options or rights theretofore sold, issued or granted by the Company, (ii) Membership Interests or other securities issued pursuant to subscribe for and purchase (directly a merger, consolidation or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares reorganization of the Company, in each case(iii) Membership Interests or other securities of the Company issued for consideration other than cash, prior to giving effect (iv) subject to the issuance provisions of Section 3.4(b) hereof, Membership Interests or sale options, warrants or like securities, granted or issued to employees of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) consultants to the Company not later than 5:00 p.m. (Vancouver timeor any subsidiary thereof) on reflecting the fifth business day following the receipt allocation of any Rights Notice, setting out the a number of Additional Securities, if any, up to Units not exceeding 10% of the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the total number of Additional Securities specified Units then allocated to all Members, (v) Membership Interests or other securities issued in connection with any split or combination or reclassification of the Acceptance Notice under such subscriptionMembership Interests or other securities of the Company not affecting relative equity interests, or (vi) securities issued in connection with an Initial Public Offering.

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant to Commencing from the exercise Closing Date, and until the date that is the 18-month anniversary following such date, and provided that a Purchaser Party is the owner of any stock options granted under at least 5.00% of the issued and outstanding shares of the Company’s stock option plan; or , upon any issuance by the Company, for cash consideration, of ADSs at a price per ADS that is less than the Per ADS Purchase Price or of Ordinary Shares at a price per Ordinary Share that is less than $0.1424 (bin each case, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of ADSs and/or the Ordinary Shares that occur after the date of this Agreement) pursuant to (a “Subsequent Financing”), the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV Purchaser Parties shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at participate in the price at which such Additional Securities are offered for sale to other purchasers, Subsequent Financing up to its then pro rata interest the Pro Rata Portion (as defined below), on the same terms, conditions and price provided for in the issued Subsequent Financing, on the terms and outstanding common shares conditions set forth herein. (b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the Company, in each case, prior to giving effect to expected announcement of the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01Subsequent Financing, the Company shall deliver to the Purchaser Parties a written notice of the Company’s intention to effect a Subsequent Financing (a “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 the principle transaction documents relating thereto as an attachment. The Purchaser Parties hereby acknowledge that any information included in the Subsequent Financing Notice may constitute material non-public information, and each Purchaser Party shall be deemed to have consented to the receipt of such information and hereby agrees with the Company to keep such information confidential and that it shall not trade on the basis of, such material, non-public information and shall not effect any transactions in the securities of the Company until the Company shall disclose such material non-public information. Notwithstanding the foregoing, to the extent actually known to the Company and reasonably practicable, the Company shall deliver to the Purchaser Parties an initial written notice of the Company’s intention to effect a Subsequent Financing at such earlier date as is reasonably practicable, not to exceed three Trading Days prior to the Trading Day of the expected announcement of the Subsequent Financing, provided that such notice may not include all details required to be included in, or documents required to be delivered with, a Subsequent Financing Notice and shall include only those details reasonably available to the Company at such time. (c) If a Purchaser Party desires to participate in such Subsequent Financing, such Purchaser Party must provide written notice to BV the Company by 2:00 am (New York City time) on the “Rights Notice”) no less than six business days before Trading Day following the date on which the Company intends Subsequent Financing Notice is delivered to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights the Purchaser Parties (the “Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as Termination Time”) stating that such Purchaser Party is provided to other persons proposing willing to participate in the subscription Subsequent Financing, the amount of such Purchaser Party’s participation up to, in the aggregate for Additional Securitiesboth Purchaser Parties, the Pro Rata Portion, representing and warranting that such Purchaser Party has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice, and agreeing to execute and deliver any lock-up or similar agreement as may be reasonably requested by the Company, the underwriter or placement agent in connection with the Subsequent Financing. BV shall give notice (an “Acceptance Notice”) to If the Company not later than 5:00 p.m. (Vancouver time) on receives no such notice from the fifth business day following the receipt Purchaser Parties as of any Rights Noticesuch Notice Termination Time, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV each Purchaser Party shall be entitled deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. (d) Any ADSs or Ordinary Shares purchased by the subscription for Additional Securities Purchaser Parties in any Subsequent Financing prior to the same manner as other persons subscribing for Additional Securities and expiration of the Restricted Period shall be entitled subject to subscribe for the number provisions and restrictions of Additional Securities specified in the Acceptance Notice under such subscriptionSections 4.12 and 4.13 hereof.

Participation Right. 7.01 If at any time after Following the Effective Date hereof and for so long as any Advance is outstandingIssuance Closing, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Company proposes Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to issue or sell do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any common shares or convertible securities applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (“Additional Securities”30) other than: (a) pursuant Business Days prior to the exercise contemplated publication or public filing of any stock options granted under the Company’s stock option plan; or prospectus for such offering. Within fifteen (b15) pursuant to Business Days following the exercise delivery of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have such notice, the right to subscribe for and purchase (directly or through an affiliate) Additional SecuritiesSeller may, at the price at which such Additional Securities are offered for sale sole discretion of the Alibaba Independent Committee, by notice to other purchasersthe Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of the Purchaser or Alipay up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to equity interests the Maximum Additional Securities, which BV intends to subscribe for Seller and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate its Subsidiaries own directly in the subscription for Additional Securities Purchaser or Alipay, as applicable, ​ ​ ​ and the Purchaser or Alipay, as applicable, shall include in the same manner Purchaser Qualified IPO or the Alipay Qualified IPO, as other persons subscribing for Additional Securities and applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall be entitled to subscribe for have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of Additional Securities specified equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the Acceptance Notice under offering only such subscriptionnumber of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offering.

Participation Right. 7.01 If at any time after Following the Effective Date hereof and for so long as any Advance is outstandingIssuance Closing, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Company proposes Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to issue or sell do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any common shares or convertible securities applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (“Additional Securities”30) other than: (a) pursuant Business Days prior to the exercise contemplated publication or public filing of any stock options granted under the Company’s stock option plan; or prospectus for such offering. Within fifteen (b15) pursuant to Business Days following the exercise delivery of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have such notice, the right to subscribe for and purchase (directly or through an affiliate) Additional SecuritiesSeller may, at the price at which such Additional Securities are offered for sale sole discretion of the Alibaba Independent Committee, by notice to other purchasersthe Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of the Purchaser or Alipay up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to equity interests the Maximum Additional Securities, which BV intends to subscribe for Seller and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate its Subsidiaries own directly in the subscription for Additional Securities Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the same manner Purchaser Qualified IPO or the Alipay Qualified IPO, as other persons subscribing for Additional Securities and applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall be entitled to subscribe for have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of Additional Securities specified equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the Acceptance Notice under offering only such subscriptionnumber of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offering.

Participation Right. 7.01 If at Subject to the terms and conditions specified in this Article XIII, [until the second anniversary of the Issuance Date,] the holders of shares of Series B Preferred Stock shall have a right to participate with respect to the issuance or possible issuance of any time after equity or equity-linked securities or debt which is convertible into equity or in which there is an equity component (as the Effective Date hereof and for so long as any Advance is outstandingcase may be, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) on the same terms and conditions as offered by the Corporation to the other thanpurchasers of such Additional Securities. Each time the Corporation proposes to offer any Additional Securities, the Corporation shall make an offering of such Additional Securities to each holder of shares of Series B Preferred Stock in accordance with the following provisions: (i) The Corporation shall deliver a notice (the “Issuance Notice”) to the holders of shares of Series B Preferred Stock stating (a) pursuant its bona fide intention to the exercise of any stock options granted under the Company’s stock option plan; or offer such Additional Securities, (b) pursuant the number of such Additional Securities to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or be offered, (c) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (d) the anticipated closing date of the sale of such Additional Securities. (ii) By written notification received by the Corporation, within 10 business days after giving of the Issuance Notice, any holder of shares of Series B Preferred Stock may elect to purchase or obtain, at the price and on the terms specified in the Issuance Notice up to that number of such Additional Securities which equals such holder’s Pro Rata Amount (as defined below). The “Pro Rata Amount” for property interests other than money; BV any given holder of shares of Series B Preferred Stock shall have equal that portion of the Additional Securities that the Corporation proposes to offer which equals the proportion that the number of shares of Common Stock that such holder owns or has the right to subscribe acquire bears to the total number of shares of Common Stock then outstanding (assuming in each case the full conversion, exercise or exchange of all Convertible Securities and Purchase Rights then outstanding); provided, however, that in the event that any such holder exercises its right to pay the consideration for and purchase the Additional Securities purchasable hereunder with shares of Series B Preferred Stock (directly as provided in Paragraph B below), then such holder’s Pro Rata Amount shall be increased (but not decreased) to the extent necessary to equal (x) such number of shares of Common Stock (if the Additional Securities being issued are Common Stock) or through an affiliate(y) that number of Additional SecuritiesSecurities as are convertible into or exercisable or exchangeable for such number of shares of Common Stock (if the Additional Securities being issued are Convertible Securities or Purchase Rights), as is obtained by dividing (a) the Redemption Amount attributable to such holder’s shares of Series B Preferred Stock being redeemed by (b) (i) the price per share at which such Common Stock is being issued (if the Additional Securities being issued are Common Stock) or (ii) the conversion, exercise or exchange price at which such Additional Securities are offered convertible into or exercisable or exchangeable for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of Common Stock (if the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (being issued are Convertible Securities or Purchase Rights), and in such event the “Maximum Corporation shall be obligated to sell such number of Additional Securities”). 7.02 If Securities to each such holder, even if the Company intends to authorize and/or issue aggregate Pro Rata Amount for all such holders exceeds the aggregate amount of Additional Securities that give rise the Corporation had initially proposed to BV’s rights pursuant offer. The Corporation shall promptly, in writing, inform each holder of shares of Series B Preferred Stock which elects to paragraph 7.01, purchase all of the Company shall provide notice Additional Shares available to BV it (the “Rights NoticeFully-Exercising Holder”) no less than six business days before of any other holder’s failure to do likewise. During the date on which the Company intends five-day period commencing after such information is given, each Fully-Exercising Holder shall be entitled to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale obtain that portion of the Additional Securities as for which the holders of shares of Series B Preferred Stock were entitled to subscribe but which were not subscribed for by such holders which is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) equal to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out proportion that the number of Additional Securities, if any, up shares of Series B Preferred Stock held by such Fully-Exercising Holder bears to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the total number of Additional Securities specified in shares of Series B Preferred Stock held by all Fully-Exercising Holders who wish to purchase any of the Acceptance Notice under such subscriptionunsubscribed shares.

Participation Right. 7.01 If at any time Subject to the terms and conditions specified in this Section 4(e), for a period of one year after the Effective Date hereof date that the Registration Statement (as defined in the Registration Rights Agreement) the Company is required to file pursuant to Section 2(a) of the Registration Rights Agreement is declared effective, the Purchasers shall have a right to participate with respect to the issuance or possible issuance of (i) future equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("ADDITIONAL SECURITIES") on the same terms and for so long conditions as any Advance is outstanding, offered by the Company to the other purchasers of such Additional Securities. Each time the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant the Company shall deliver a notice (the "NOTICE") to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (ii) by written notification received by the Company’s stock option plan; or , within twenty (b20) pursuant days after giving of the Notice, any Purchaser may elect to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiesobtain, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of shares of Common Stock purchased by such Purchaser pursuant to the terms hereof bears to the total number of shares of Common Stock then outstanding (assuming in each case full conversion and exercise of all convertible or exercisable securities then outstanding). The Company shall promptly, in writing, inform each Purchaser which elects to purchase all of the Additional Shares available to it ("FULLY-EXERCISING PURCHASER") of any other Purchaser's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Additional Securities for which the Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers which is equal to the proportion that the number of shares of Common Stock held by such Fully-Exercising Purchaser bears to the total number of shares of Common Stock held by all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares; (iii) if all Additional Securities which the Purchasers are offered for sale entitled to other purchasersobtain pursuant to subsection 4(e)(ii) are not elected to be obtained as provided in subsection 4(e)(ii) hereof, up the Company may, during the 75-day period following the expiration of the period provided in subsection 4(e)(ii) hereof, offer the remaining unsubscribed portion of such Additional Securities to its then pro rata interest any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Purchasers in each case, prior accordance herewith; (iv) the participation right in this Section 4(e) shall not be applicable to giving effect to (i) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors, (ii) the issuance of securities in connection with a bona fide underwritten public offering at an offering price per share (prior to underwriter's commissions and discounts) of not less than $4.56 per share (as adjusted to reflect any stock dividends, distributions, combinations, reclassifications and other similar transactions effected by the Corporation in respect to its Common Stock) that results in total proceeds to the Company shall provide notice to BV of at least $40,000,000, (the “Rights Notice”iii) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate Preferred Shares, (iv) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures (including, without limitation, such transactions with major pharmaceutical labs or life sciences companies), the primary purpose of which, in the subscription for Additional Securities. BV reasonable judgment of the Board of Directors, is not to raise additional capital, (v) the issuance of securities pursuant to any equipment financing from a bank or similar financial or lending institution approved by the Board of Directors, or (vi) any issuance of securities as to which the holders of a majority of the then outstanding Preferred Shares shall give notice have executed a written waiver of the rights contained in this Section 4(e). (an “Acceptance Notice”v) the participation right set forth in this Section 4(e) may not be assigned or transferred, except that such right is assignable by each Purchaser to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the Company not later than 5:00 p.m. (Vancouver time) on meaning of the fifth business day following the receipt of Securities Act, controlling, controlled by or under common control with, any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionPurchaser.

Participation Right. 7.01 8.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 8.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.018.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.018.01. 7.03 8.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at any time after Subject to the Effective Date hereof terms and conditions specified in this Section 4(e), for so long as any Advance is the Notes remain outstanding, the Purchasers shall have a right to participate with respect to the issuance or possible issuance of (i) future equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("ADDITIONAL SECURITIES") on the same terms and conditions as offered by the Company to the other purchasers of such Additional Securities. Each time the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant the Company shall deliver a notice (the "NOTICE") to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (ii) by written notification received by the Company’s stock option plan; or , within twenty (b20) pursuant days after giving of the Notice, any Purchaser may elect to purchase or obtain, at the exercise price and on the terms specified in the Notice, up to that portion of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall such Additional Securities which equals the proportion that the number of shares of Common Stock that such Purchaser would have the right to acquire assuming the full conversion of such Purchaser's Notes into Preferred Shares and the full conversion of such Preferred Shares into Conversion Shares bears to the total number of shares of Common Stock then outstanding (assuming in each case full conversion and exercise of all convertible or exercisable securities then outstanding). The Company shall promptly, in writing, inform each Purchaser which elects to purchase all of the Additional Shares available to it ("FULLY-EXERCISING PURCHASER") of any other Purchaser's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Additional Securities for which the Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers which is equal to the proportion that the number of shares of Common Stock that such Fully-Exercising Purchaser would have the right to acquire assuming the full conversion of such Purchaser's Notes into Preferred Shares and the full conversion of such Preferred Shares into Conversion Shares bears to the total number of shares of Common Stock that all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares would have the right to acquire assuming the full conversion of such Purchasers' Notes into Preferred Shares and the full conversion of such Preferred Shares into Conversion Shares; (directly or through an affiliateiii) if all Additional SecuritiesSecurities which the Purchasers are entitled to obtain pursuant to subsection 4(e)(ii) are not elected to be obtained as provided in subsection 4(e)(ii) hereof, at the price at which Company may, during the 75-day period following the expiration of the period provided in subsection 4(e)(ii) hereof, offer the remaining unsubscribed portion of such Additional Securities are offered for sale to other purchasersany person or persons at a price not less than, up and upon terms no more favorable to its then pro rata interest the offeree than, those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Purchasers in each case, prior accordance herewith; (iv) the participation right in this Section 4(e) shall not be applicable to giving effect to (i) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors, (ii) the issuance of securities in connection with a bona fide underwritten public offering at an offering price per share (prior to underwriter's commissions and discounts) of not less than 200% of the Conversion Price (as such term is defined in the Certificate of Designation) (as adjusted to reflect any stock dividends, distributions, combinations, reclassifications and other similar transactions effected by the Corporation in respect to its Common Stock) that results in total proceeds to the Company shall provide notice to BV of at least $40,000,000, (the “Rights Notice”iii) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate Preferred Shares, (iv) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures (including, without limitation, such transactions with major pharmaceutical labs or life sciences companies), the primary purpose of which, in the subscription for Additional Securities. BV reasonable judgment of the Board of Directors, is not to raise additional capital, (v) the issuance of securities pursuant to any equipment financing from a bank or similar financial or lending institution approved by the Board of Directors, or (vi) any issuance of securities as to which the holders of a majority of the then outstanding Notes shall give notice have executed a written waiver of the rights contained in this Section 4(e). (an “Acceptance Notice”v) the participation right set forth in this Section 4(e) may not be assigned or transferred, except that such right is assignable by each Purchaser to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the Company not later than 5:00 p.m. (Vancouver time) on meaning of the fifth business day following the receipt of Securities Act, controlling, controlled by or under common control with, any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionPurchaser.

Participation Right. 7.01 If at any time after From the Effective Date date hereof and for so long as any Advance is until no Debentures remain outstanding, the Company proposes shall not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.15. The Company acknowledges and agrees that the right set forth in this Section 4.15 is a right granted by the Company, separately, to issue or sell any common shares or convertible securities (“Additional Securities”) other than:each Purchaser. (a) pursuant At least 5 Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Purchaser a written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (iii) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with such Purchaser in accordance with the terms of the Offer (x) such Purchaser’s a percentage of the Offered Securities equal to the exercise ratio of the face value of the then outstanding Debentures to the amount raised in new capital based on such Purchaser’s pro rata portion of the aggregate original Principal Amount of the Debentures purchased hereunder by all Purchasers (the “Basic Amount”), and (y) with respect to each Purchaser that elects to purchase its Basic Amount, any stock options granted under additional portion of the Company’s stock option plan; orOffered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (b) pursuant To accept an Offer, in whole or in part, such Purchaser must deliver a written notice to the exercise Company prior to the end of the 5th Business Day after such Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then such Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), such Purchaser who has subscribed for any share Undersubscription Amount shall be entitled to purchase warrants issued pursuant only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to previously-completed private placements; orthe total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Purchaser a new Offer Notice and the Offer Period shall expire on the 5th Business Day after such Purchaser’s receipt of such new Offer Notice. (c) for property interests other than money; BV The Company shall have 5 days from the right expiration of the Offer Period above (i) to subscribe for offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Purchaser (the “Refused Securities”) pursuant to a definitive agreement (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (A) the execution of such Subsequent Placement Agreement, and (B) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the Commission on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (d) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.14(c) above), then such Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Purchaser elected to purchase pursuant to Section 4.14(b) above multiplied by a fraction, (directly i) the numerator of which shall be the number or through an affiliateamount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Purchasers pursuant to this Section 4.14 prior to such reduction) Additional and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Purchasers in accordance with Section 4.14(a) above. (e) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of Purchaser shall acquire from the Company, and the Company shall issue to such Purchaser, the number or amount of Offered Securities specified in its Notice of Acceptance. The purchase by such Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such Purchaser of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Purchaser and its counsel. (f) Any Offered Securities not acquired by a Purchaser or other Persons in accordance with this Section 4.14 may not be issued, sold or exchanged until they are again offered to such Purchaser under the procedures specified in this Agreement. (g) The Company and each Purchaser agree that if any Purchaser elects to participate in the Offer, neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company. (h) Notwithstanding anything to the contrary in this Section 4.14 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case, prior to giving effect in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the 5th Business Day following delivery of the Offer Notice. If by such 5th Business Day, no public disclosure regarding a transaction with respect to the issuance or sale Offered Securities has been made, and no notice regarding the abandonment of such Additional Securities (the “Maximum Additional Securities”). 7.02 If transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company intends or any of its Subsidiaries. Should the Company decide to authorize and/or issue Additional Securities that give rise pursue such transaction with respect to BV’s rights pursuant to paragraph 7.01the Offered Securities, the Company shall provide notice such Purchaser with another Offer Notice and such Purchaser will again have the right of participation set forth in this Section 4.14. The Company shall not be permitted to BV (the “Rights Notice”) no less deliver more than six business days before the date on which the Company intends one such Offer Notice to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01such Purchaser in any 60 day period. 7.03 (i) The Rights Notice restrictions contained in this Section 4.14 shall provide not apply in connection with an Exempt Issuance or in connection with the same information Subsequent Public Offering. The Company shall not circumvent the provisions of this Section 4.14 by providing terms or conditions to BV regarding the particulars of the issuance or sale of the Additional Securities as is one Purchaser that are not provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionall.

Participation Right. 7.01 If at Subject to the terms and conditions specified in this Section 4(r), until the third anniversary of the date hereof (or such later date to which the maturity date of the Series B Notes is extended), Purchasers holding $250,000 or more of aggregate principal face amount of the Series B Notes (each, a “Qualifying Purchaser”) shall have a right to participate in any time after the Effective Date hereof and for so long as any Advance is outstanding, issuance by the Company proposes to issue of (a) equity or sell any common shares equity-linked securities, or (b) debt which is convertible securities into equity or in which there is an equity component (“Additional Securities”) on the same terms and conditions as offered by the Company to the other thanpurchasers of such Additional Securities. Each time the Company proposes to offer any Additional Securities, the Company shall make an offering of such Additional Securities to each such Purchaser in accordance with the following provisions: (ai) pursuant At least ten (10) trading days prior to the exercise closing of the sale of Additional Securities, the Company shall deliver to each Qualifying Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Qualifying Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Qualifying Purchaser, and only upon a request by such Qualifying Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than five (5) trading days after such request, deliver a Subsequent Financing Notice to such Qualifying Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing is proposed to be effected (provided that the name of such person(s) is available), and attached to which shall be a term sheet or similar document relating thereto. Each Qualifying Purchaser shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) trading day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. No Purchaser shall offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any stock options granted under right with respect to the Company’s stock option plan; orCommon Stock (other than pursuant to this Section 4(r)) from the time the Company delivers the Subsequent Financing Notice until such time as the Purchaser is no longer in possession of material non-public information regarding the Company. (bii) pursuant Each Qualifying Purchaser agreeing to participate in the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or Subsequent Financing (cthe “Participating Purchasers”) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiespurchase, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities are offered for sale that has a total purchase price equal to other purchasersfifty percent (50%) of the aggregate principal amount of Series B Notes then held by such Purchaser (the “Series B Purchase Amount”) provided, that the Purchasers eligible to participate in the offering of the Additional Securities may only purchase in the aggregate up to its then 50% of the aggregate maximum dollar amount and/or other consideration being offered in such offering (the “Participating Purchaser Allotment”) (with any cutback required being allocated on a pro rata interest basis among the participating Purchasers based upon percentage of aggregate principal amount of all such participating Purchasers); provided further, that any Holder as defined in the issued Series B Notes who has participation and outstanding common shares exchange rights under the transaction documents related to its purchase of the Company, in each case, prior ’s Series A Notes may not exercise its participation and exchange rights hereunder if it has exercised its rights under those Series A transaction documents and further provided that the limitations on the number of Additional Securities that a Participating Purchaser may acquire pursuant to giving effect this Section 4(r) shall include all Additional Securities that such Participating Purchaser may acquire pursuant to the issuance exchange right set forth in Article X of the Series B Notes. Notwithstanding anything to the contrary contained herein, if the holders of the Series A Notes and the holders of the Series B Notes collectively have not elected to participate pursuant to their Series A Participation and Series B Participation (each as defined below) in a Subsequent Financing up to the full Participating Purchaser Allotment, the holders of the Series A Notes that exercised their participation rights or exchange rights under the Series A Notes (the “Series A Participation”) may elect to exercise their participation or exchange rights under the Series B Notes (the “Series B Participation”) for Additional Securities up to an amount equal to such Participating Purchaser’s Series B Purchase Amount, and likewise holders of the Series B Notes that elected their Series B Participation may elect their Series A Participation for Additional Securities up to an amount equal to 50% of such Participating Purchasers aggregate principal value of the Series A Notes then held by such Purchaser until the Participating Purchaser Allotment has been met (with any cutback required being allocated on a pro rata basis among the Participating Purchasers based upon percentage of aggregate principal amount outstanding on the Notes of all such participating Purchasers); provided however, that in no case may the Participating Purchasers collectively purchase Additional Securities pursuant to the Series A Participation and the Series B Participation in an amount greater than the Participating Purchaser Allotment. (iii) If all Additional Securities which the eligible Purchasers are entitled to purchase pursuant to this Section 4(r) are not purchased as provided herein, the Company may, during the sixty (60) trading-day period following the expiration of the five (5) trading-day period provided in clause (i), offer the remaining unsubscribed portion of such Additional Securities to any person at a price not less than, and upon terms no more favorable to the offeree than, as specified in the Notice. If the Company does not consummate the sale of such Additional Securities (within such period, the “Maximum right provided hereunder shall be deemed to be revived and such Additional Securities”)Securities shall not be offered or sold unless first reoffered to the Purchasers in accordance herewith. 7.02 If (iv) Notwithstanding the Company intends foregoing, the participation rights granted in this Section 4(r) shall not be applicable to: (A) the issuance of shares of Common Stock upon the exercise or conversion of the Company’s options, warrants, convertible notes or otherwise pursuant to authorize and/or issue Additional Securities that give rise to BV’s the terms of convertible securities outstanding as of the date hereof and disclosed in Section 3(c) of the Disclosure Schedule in accordance with the terms of such options, warrants or other securities as in effect on the date hereof; (B) the issuance of stock, stock options or other stock rights pursuant to paragraph 7.01any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (C) the issuance of securities pursuant to a bona fide underwritten public offering with gross proceeds of at least $25,000,000; (D) the issuance of the Series B Notes, the Company shall provide notice to BV Series B Warrants, the Conversion Shares, the Warrant Shares and the Additional Warrant Shares (as defined in the “Rights Notice”Series B Warrants); (E) no less than six the issuance of securities in a bona fide business days before acquisition the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars primary purpose of which, as determined in good faith by a majority of the issuance or sale members of the Additional Securities Board of Directors of the Company, is not the raising of capital; (F) the issuance of capital stock or convertible securities in a joint venture, strategic partnership or licensing arrangement, the primary purpose of which, as determined in good faith by a majority of the members of the Board of Directors of the Company, is provided not the raising of capital; and (G) the issuance of shares of common stock by reason of a dividend, stock split or other distribution on shares of common stock (but only to other persons proposing to participate the extent that such a dividend, split or distribution results in an adjustment in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to conversion price of the Company not later than 5:00 p.m. (Vancouver time) on Series B Notes and the fifth business day following the receipt of any Rights Notice, setting out the exercise price and number of Additional Securities, if any, up to shares issuable under the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionSeries B Warrants).

Participation Right. 7.01 If at any time after During the Effective Date hereof and for so long as any Advance is outstandingLock Up Period, if the Company proposes to issue Common Stock or sell any common shares stock equivalents for cash consideration of $500,000 or convertible securities (“Additional Securities”) greater, in one or more transactions other than: (a) than an underwritten public offering made pursuant to a Registration Statement, with the exercise primary purpose of any stock options granted under the Company’s stock option plan; or raising capital (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV each, a “Subsequent Financing”), Palm shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, participate in up to its then pro two (2) such Subsequent Financings in an amount necessary to maintain Palm’s pro-rata interest ownership of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in such Subsequent Financing (the issued “Participation Rights”). The Company will provide Palm written notice (the “Subsequent Financing Notice”) detailing the terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. Palm will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by Palm and outstanding common shares ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. Without first complying with the foregoing provisions, the Company may conduct a Subsequent Financing as long as the Company, within five (5) Business Days following the closing of such Subsequent Financing, offers to sell an additional amount of Common Stock or common stock equivalents to Palm on the same terms and conditions as issued to those participants in each casethe Subsequent Financing, prior in an amount and manner which provides Palm with the same purchase price (subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events) and rights as were provided to other Investors in such Subsequent Financing, and after giving effect to such sale to Palm, results in Palm having the issuance same pro rata holding of Common Stock or sale common stock equivalents of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends held by Palm immediately prior to authorize and/or issue Additional Securities such Subsequent Financing. The Company and Palm agree that give rise if Palm elects to BV’s rights pursuant participate in the Subsequent Financing, the transaction documents related to paragraph 7.01the Subsequent Financing shall not include any term or provision whereby Palm shall be required to agree to any restrictions on trading as to any of the securities purchased under this Agreement other than customary “market stand-off” provisions. Notwithstanding anything to the contrary in this Section 8.1 and unless otherwise agreed to by Palm, the Company shall provide notice either confirm in writing to BV (Palm that the “Rights Notice”) no less than six business days before transaction with respect to the date on which the Company intends Subsequent Financing has been abandoned or shall publicly disclose its intention to issue Additional Securities giving rise the securities in the Subsequent Financing, in either case in such a manner such that Palm will not be in possession of any material, non-public information, by the fifteenth (15th) trading day following delivery of the Subsequent Financing Notice. If by such fifteenth (15th) trading day, no public disclosure regarding a transaction with respect to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV Subsequent Financing has been made, and no notice regarding the particulars abandonment of the issuance or sale such transaction has been received by Palm, such transaction shall be deemed to have been abandoned and Palm shall not be deemed to be in possession of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) any material, non-public information with respect to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt or any of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionits subsidiaries.

Participation Right. 7.01 If at any time Subject to the terms and conditions specified in this Section 4(e), for a period of one year after the Effective Date hereof date that the Registration Statement the Company is required to file pursuant to Section 2(a) of the Registration Rights Agreement is declared effective, the Purchasers shall have a right to participate with respect to the issuance of (i) equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("ADDITIONAL SECURITIES") on the same terms and for so long conditions as any Advance is outstanding, offered by the Company to the other purchasers of such Additional Securities. Each time the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (a1) pursuant the Company shall deliver a notice (the "NOTICE") to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (2) by written notification received by the Company’s stock option plan; or , within fifteen (b15) pursuant days after giving of the Notice, any Purchaser may elect to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiesobtain, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of shares of Common Stock purchased by such Purchaser pursuant to this Agreement and issuable upon exercise of Warrants held by such Purchaser bears to the total number of shares of Common Stock then outstanding. The Company shall promptly, in writing, inform each Purchaser which elects to purchase all of the Additional Securities available to it ("FULLY-EXERCISING PURCHASER") of any other Purchaser's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Additional Securities for which the Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers which is equal to the proportion that the number of shares of Common Stock held by such Fully-Exercising Purchaser bears to the total number of shares of Common Stock held by all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares; (3) if all Additional Securities which the Purchasers are offered for sale entitled to other purchasersobtain pursuant to subsection 4(e)(B) are not elected to be obtained as provided in subsection 4(e)(B) hereof, up the Company may, during the 60-day period following the expiration of the period provided in subsection 4(e)(B) hereof, offer the remaining unsubscribed portion of such Additional Securities to its then pro rata interest any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived, and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Purchasers in each case, prior accordance herewith; (4) the participation right in this Section 4(e) shall not be applicable to giving effect to (i) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01an employee benefit plan or stock option plan (or similar equity incentive plan) approved by the Board of Directors, the Company shall provide notice to BV (the “Rights Notice”ii) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate securities in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) connection with a public offering at market that results in total proceeds to the Company not later than 5:00 p.m. exceeding $40,000,000, (Vancouver timeiii) on the fifth issuance of securities in connection with a bona fide strategic business day following partnership approved by the receipt Board of Directors, or (iv) any Rights Notice, setting out issuance of securities as to which the number holders of Additional Securities, if any, up to a majority of the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt then outstanding Shares shall have executed a written waiver of an Acceptance Notice, BV shall be entitled to participate the rights contained in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionthis Section 4(e).

Participation Right. 7.01 If at (a) Subject to Section 3.2, Tricon agrees that if Tricon proposes to issue any time after the Effective Date hereof and for Common Shares or Convertible Securities, other than pursuant to an Exempt Issuance (any such issuance, a “Subsequent Offering”), then Tricon shall, so long as the Beneficial Ownership Requirement is met, provide a written notice (the “Subsequent Offering Notice”) to the Investor Members as far in advance as reasonably practicable (but not later than the 10th Business Day prior to the planned date of commencement of such offering, issuance or sale; provided that if such proposed Subsequent Offering is to be effected as a “bought deal”, Tricon shall promptly upon the initial communication relating to a proposed “bought deal” with a prospective underwriter notify the Investor Members of the substance of such communication and shall consistently update the Investor Members on all material developments with respect thereto) setting out: (i) the number of Common Shares or Convertible Securities proposed to be issued; (ii) the material terms and conditions of any Advance is outstandingConvertible Securities proposed to be issued and any other terms and conditions of such Subsequent Offering (including, in the case of a Registration and to the extent possible, a copy of the related draft Prospectus and U.S. Registration Statement, if applicable); (iii) the subscription price per Common Share or Convertible Security proposed to be issued by Tricon under such Subsequent Offering, as applicable (and, in the case of a Subsequent Offering for consideration in whole or in part other than cash, the Company proposes fair market value thereof as reasonably determined by the Board) and (iv) the proposed closing date for the issuance of Common Shares or Convertible Securities to issue the Investor Members, assuming exercise of the Participation Right by the Investor Members, which closing date shall be at least 10 Business Days following the date of such notice, or sell any common shares or convertible securities (“Additional Securities”) such other than:date as Tricon and the Investor Members may agree. (ab) Subject to Section 3.1(c) and Section 3.2 and the receipt of all required regulatory approvals and compliance with applicable Laws, Tricon agrees that each Investor Member has the right (the “Participation Right”), upon receipt of a Subsequent Offering Notice, to subscribe for and to be issued, on the same terms and conditions (but in any event at the same price per security received by Tricon in such Subsequent Offering, net of any applicable underwriter discounts) of such Subsequent Offering (provided that such Investor Member’s purchase price shall be paid in cash regardless of the form of consideration paid in the Subsequent Offering): (i) in the case of a Subsequent Offering of Common Shares, such number of Common Shares that will allow such Investor Member to maintain the As-Exchanged Ownership of such Investor Member immediately prior to completion of the Subsequent Offering; and (ii) in the case of a Subsequent Offering of Convertible Securities, such number of Convertible Securities that will (assuming conversion or exchange of all of the Convertible Securities issued in connection with the Subsequent Offering and the Convertible Securities issuable pursuant to this Section 3.1) allow such Investor Member to maintain the As-Exchanged Ownership of such Investor Member immediately prior to the completion of the Subsequent Offering, in each case, for greater certainty, after giving effect to any Common Shares or Convertible Securities acquired by such Investor Member as part of the Subsequent Offering, other than pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; orParticipation Right. (c) for property interests Subject to Section 3.2, if an Investor Member wishes to exercise the Participation Right in respect of a particular Subsequent Offering, such Investor Member shall give written notice to Tricon (the “Exercise Notice”) of the exercise of such right and of the number of Common Shares or Convertible Securities, as applicable, that such Investor Member wishes to purchase (subject to the limits prescribed by Section 3.1(b)), within seven Business Days (or, in the case of a subsequent Offering that is a public offering in a “bought deal”, three Business Days) after the date of receipt of the Subsequent Offering Notice (the “Exercise Notice Period”), provided that if an Investor Member does not so provide such Exercise Notice prior to the expiration of the Exercise Notice Period, such Investor Member will not be entitled to exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice delivered by an Investor shall set forth the aggregate number of each class of securities of Tricon beneficially owned or controlled by the applicable Investor Member as of the date of such Exercise Notice. (d) If Tricon receives a valid Exercise Notice from an Investor Member within the Exercise Notice Period, then Tricon shall issue to such Investor Member against payment of the subscription price payable in respect thereof set forth in the Subsequent Offering Notice, that number of Common Shares or Convertible Securities, as applicable, set forth in the Exercise Notice, subject to the receipt of all required regulatory and other approvals on terms and conditions satisfactory to Tricon, acting reasonably, which approvals Tricon shall use commercially reasonable efforts to obtain (other than money; BV any shareholder approvals which Tricon shall have not under any circumstances be required or obliged to obtain), and subject to compliance with applicable Laws and to the right limits prescribed by Section 3.1(b). Each Investor Member acknowledges and agrees that such Common Shares or Convertible Securities may be subject to subscribe restrictions on transfer pursuant to applicable Securities Laws. Accordingly, each Investor Member acknowledges and agrees that prior to the expiry of any applicable hold period under applicable Securities Laws, the certificates (if any) representing such Common Shares or Convertible Securities will bear such legend or legends as may, in the reasonable opinion of counsel to Tricon, be necessary in order to avoid a violation of any Securities Laws or to comply with the requirements of the TSX, the NYSE or any other exchange on which the Common Shares or Convertible Securities are listed or posted for and purchase (directly trading, provided that if, at any time, in the reasonable opinion of counsel to Tricon, such legends are no longer necessary in order to avoid a violation of any such Laws, or through an affiliate) Additional Securitiesthe holder of any such legended certificate, at the price at holder’s expense, provides Tricon with evidence reasonably satisfactory in form and substance to Tricon (which such Additional Securities are offered for sale may include an opinion of counsel satisfactory to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”Tricon) to the Company effect that such holder is entitled to sell or otherwise transfer such Common Shares or Convertible Securities in a transaction in which such legends are not later than 5:00 p.m. required, such legended certificate may thereafter be surrendered to Tricon in exchange for a certificate which does not bear such legend. (Vancouver timee) The closing of the exercise of the Participation Right of each Investor Member will take place on the fifth business closing date set out in the Subsequent Offering Notice, which shall be, to the extent practicable, concurrent with the related issuance pursuant to the Subsequent Offering and, if not practicable, as soon as practicable thereafter. If the closing of the exercise of the Participation Right has not been completed by the 90th day following the receipt of the Subsequent Offering Notice (or such earlier or later date as the parties may agree), provided that Tricon has used its commercially reasonable efforts to obtain all required regulatory and other approvals (other than any Rights shareholder approvals, which Tricon shall not under any circumstances be required or obliged to obtain unless shareholder approval is otherwise required in connection with the Subsequent Offering), then each Investor Member may choose to withdraw its Exercise Notice, setting out the number of Additional in which case Tricon will have no obligation to issue any Common Shares or Convertible Securities, if anyas applicable, up to such Investor Member pursuant to such exercise of the Participation Right. If an Investor Member does not timely elect to exercise its Participation Right in full, then Tricon shall be free for a period of 90 days following the expiration of the Exercise Notice Period to sell the Common Shares or Convertible Securities the subject of the Subsequent Offering Notice on terms and conditions not materially more favorable to the Maximum Additional Securitiespurchasers thereof (but in any event with a price no less than those offered to the Investor in the Subsequent Offering Notice); provided that any Common Shares or Convertible Securities offered or sold by Tricon after such 90-day period, which BV intends or any Common Shares or Convertible Securities offered or sold by Tricon during such 90-day period on terms and conditions materially more favorable to subscribe for the purchasers thereof (or in any event with a price less) than those offered to the Investor Members in the Subsequent Offering Notice, must, in either case, be reoffered to the Investor Members pursuant to this Section 3.1 as though it were a new Subsequent Offering. (f) If Tricon is paying the costs and purchase. Following receipt expenses incurred by purchasers of Common Shares or Convertible Securities (other than pursuant to this Section 3.1(f)) in connection with any Subsequent Offering, Tricon shall also pay a proportionate amount of the costs and expenses incurred by the Investor Members in connection with such Subsequent Offering, on substantially similar terms. (g) The election by an Investor Member not to exercise its Participation Right under this Section 3.1 in any one instance shall not affect its right as to any subsequent proposed issuance. (h) In the case of an Acceptance Noticeissuance subject to this Section 3.1 for consideration in whole or in part other than cash, BV including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be entitled deemed to participate be the fair market value thereof as reasonably determined in good faith by the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number Board of Additional Securities specified in the Acceptance Notice under such subscriptionDirectors.

Participation Right. 7.01 If at any time after (i) Except in the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant to the exercise case of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiesa Transfer permitted by paragraphs 2(d), at least 30 days prior to any Transfer of Stockholder Shares the price at which such Additional Securities are offered for sale Transferring Stockholder will deliver a written notice (the "Sale Notice") to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, Molex and the Other Stockholders, specifying in each case, prior to giving effect to reasonable detail the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars identity of the issuance or sale prospective transferee(s) and the terms and conditions (including price) of the Additional Securities as is provided to other persons proposing Transfer. Molex and the Other Stockholders may elect to participate in the subscription for Additional Securitiescontemplated Transfer by delivering written notice to the Transferring Stockholder within 30 days after delivery of the Sale Notice. BV shall give notice If Molex or any Other Stockholders have not elected to participate in such Transfer, then Molex or each such Other Stockholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (an “Acceptance Notice”A) the quotient determined by dividing the number of Stockholder Shares owned by such person by the aggregate number of Stockholder Shares owned by the Transferring Stockholder and the Other Stockholders or Molex participating in such sale and (B) the number of Stockholder Shares to be sold in the contemplated Transfer. (ii) The Transferring Stockholder will use reasonable efforts to obtain the agreement of the prospective transferee(s) to the Company participation of Molex or the Other Stockholders in any contemplated Transfer, and the Transferring Stockholder will not later than 5:00 p.m. Transfer any of its Stockholder Shares to the prospective transferee(s) unless (Vancouver timeA) on simultaneously with such Transfer, the fifth business day following prospective transferee or transferees purchase from Molex or the receipt of any Rights NoticeOther Stockholders the Stockholder Shares which Molex or the Other Stockholders are entitled to sell to such prospective transferee(s) pursuant to paragraph 2(c)(i) above or (B) simultaneously with such Transfer, setting out the Transferring Stockholder purchases the number of Additional Securities, if any, up Stockholder Shares from Molex or the Other Stockholders which Molex or the Other Stockholders would have been entitled to sell pursuant to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt last sentence of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionparagraph 2(c)(i) above.

Participation Right. 7.01 If at LMI Partner, SC Partner or an Affiliate of LMI Partner or SC Partner desires to acquire JCOM Shares through an Ordinary Market Transaction or from JCOM or any time after the Effective Date hereof and for so long as any Advance is outstandingPerson other than an Affiliate of such Partner, the Company Partner that desires to acquire JCOM Shares or whose Affiliate desires to acquire JCOM Shares (the “Purchasing Partner”) must first give prompt written notice to the other Limited Partner (the “Non-Purchasing Partner”) offering the Non-Purchasing Partner the right (a “Participation Right”) to purchase a percentage, not to exceed its Percentage Interest (and which will include in the case of the LMI Limited Partner, the General Partner’s Percentage Interest), of the total number of additional JCOM Shares that the Purchasing Partner or its Affiliate proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: acquire on the same terms and conditions. The Notice will specify in reasonable detail (a) pursuant the number of JCOM Shares proposed to the exercise of any stock options granted under the Company’s stock option plan; or be acquired, (b) pursuant the proposed purchase price per JCOM Share or, with respect to JCOM Shares proposed to be acquired through Ordinary Market Transactions, the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or maximum price at which shares will be acquired, (c) for property interests with respect to JCOM Shares to be acquired through Ordinary Market Transactions, the time period over which such shares will be acquired, (d) except with respect to JCOM Shares to be acquired through Ordinary Market Transactions, the identity of the Person from whom the Purchasing Partner or its Affiliate intends to acquire the JCOM Shares and the name of its ultimate parent company and controlling shareholder(s), if any, and (e) any other material terms and conditions of the proposed transaction. If the Non-Purchasing Partner desires to accept all or any portion of its Participation Right, the Non-Purchasing Partner will notify the Purchasing Partner in writing of its intention to acquire all or a portion of its Percentage Interest of the JCOM Shares, such Notice to be given to the Purchasing Partner within 20 Business Days following the Non-Purchasing Partner’s receipt of Notice of its Participation Right with respect to the acquisition of JCOM Shares in Ordinary Market Transactions or any other acquisition of JCOM Shares and which will constitute the Non-Purchasing Partner’s agreement to acquire such JCOM Shares on the terms specified in the Notice (including in the case of Ordinary Market Transactions, to acquire such JCOM Shares from time to time during the period specified in the Notice given by the Purchasing Partner) and to be bound by the terms and conditions of such purchase. If any consideration other than money; BV shall have cash is to be paid by the right Purchasing Partner or its Affiliate in exchange for the JCOM Shares to subscribe for and purchase (directly or through an affiliate) Additional Securitiesbe acquired, the Purchasing Partner will take all necessary actions to permit the Non-Purchasing Partner to be able to use cash to exercise its Participation Right, with the value of any non-cash consideration to be paid by the Purchasing Partner to be valued at its Fair Market Value, as reasonably determined by the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares unanimous agreement of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 Limited Partners. If the Company intends Limited Partners are unable to authorize and/or issue Additional Securities that give rise to BVagree on the Fair Market Value within 30 days following the Purchasing Partner’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars receipt of the issuance or sale of the Additional Securities as is provided Non-Purchasing Partner’s Notice to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day exercise its Participation Right, each Limited Partner will retain within 45 days following the receipt of any Rights such Notice, setting out an internationally recognized investment bank to determine Fair Market Value in accordance with the valuation process specified in 5.4(b). The closing of any purchase of JCOM Shares under this 14.4 will occur at the time and place reasonably specified by the Purchasing Partner, with each Limited Partner directly purchasing the JCOM shares to be acquired by it pursuant to this 14.4. If the Non-Purchasing Partner elects not to exercise its Participation Right, which election will be deemed to have been made by the Non-Purchasing Partner if it does not notify the Purchasing Partner within such 20-Business Day period, then the Purchasing Partner or its Affiliate may acquire a number of Additional Securities, if any, up to JCOM Shares no greater than the Maximum Additional Securities, which BV intends to subscribe for amount specified in its Notice and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in on the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities terms and shall be entitled to subscribe for the number of Additional Securities conditions specified in the Acceptance Notice under such subscriptionNotice, without further notice to the Non-Purchasing Partner. For the avoidance of doubt, the Partners agree that this 14.4 is not applicable to the acquisition of the JCOM Merger Shares.

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“"Additional Securities”") other than: (a) pursuant to the exercise of any stock options granted under the Company’s 's stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “"Maximum Additional Securities”"). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s 's rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “"Rights Notice”") no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s 's rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “"Acceptance Notice”") to the Company not later than 5:00 p.m. 5:00p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at any time From the date hereof until one year after the Effective Date hereof and for so long as any Advance is outstandingClosing Date, in the event that the Company proposes to issue effects any public or sell any common shares private offering of its Common Stock or convertible securities Common Stock Equivalents (a “Additional SecuritiesSubsequent Financing”) other than: (a) pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV ), each Purchaser shall have the right to subscribe for and purchase participate in such Subsequent Financing as provided herein. At least five (directly or through an affiliate5) Additional Securities, at Business Days prior to the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares closing of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01Subsequent Financing, the Company shall provide deliver to each Purchaser a written notice of its intention to BV effect a Subsequent Financing (the “Rights Pre-Notice”) no less than six business days before ), which Pre-Notice shall ask such Purchaser if it wants to review the date on which details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company intends shall promptly, but no later than one Business Day after such request, deliver a Subsequent Financing Notice to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 such Purchaser. The Rights Subsequent Financing Notice shall provide describe in reasonable detail the same information proposed terms of such Subsequent Financing, the amount of proceeds intended to BV regarding be raised thereunder, the particulars of the issuance Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securitiessimilar document relating thereto. BV Each Purchaser shall give notice (an “Acceptance Notice”) to notify the Company not later than 5:00 by 6:30 p.m. (Vancouver New York City time) on the fifth business day following the (5th) Business Day after its receipt of any Rights the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, setting out subject to completion of mutually acceptable documentation. If one or more Purchasers shall fail to so notify the number Company of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled their willingness to participate in the subscription for Additional Securities Subsequent Financing, the Purchasers agreeing to participate in the same manner as other persons subscribing for Additional Securities Subsequent Financing (the “Participating Purchasers”) shall have the right to provide all of the Subsequent Financing. If one or more Purchasers fail to notify the Company of their willingness to provide all of the Subsequent Financing and shall be entitled the Participating Purchasers do not agree to subscribe for provide all of the number Subsequent Financing, the Company may effect the remaining portion of Additional Securities specified such Subsequent Financing on the terms and to the Persons set forth in the Acceptance Subsequent Financing Notice; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 1(b), if the Subsequent Financing subject to the initial Subsequent Financing Notice under is not consummated for any reason on terms no less favorable to the Company than that set forth in such subscriptionSubsequent Financing Notice within 60 Business Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Purchasers shall have the right to purchase their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing. “Pro Rata Portion” is the ratio of (x) the amount invested by such Purchaser pursuant to this Agreement (the “Subscription Amount”) and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 1(b) shall not apply in respect of any Excluded Securities (as defined in the Warrants).

Participation Right. 7.01 If at any From the date hereof until the earlier to occur of (i) the first anniversary of the Closing Date, (ii) such time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes is listed on any tier of the Nasdaq Stock Market or NYSE MKT or (iii) with respect to issue a specific Purchaser only (and not with respect to any other Purchaser), such time as such specific Purchaser declines to exercise its participation right duly offered to it under this paragraph, in the event that the Company effects any public or sell any common shares private offering of its Common Stock or convertible securities Common Stock Equivalents (“Additional Securities”) other than: (a) pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV a "Subsequent Financing"), each Purchaser shall have the right to subscribe for and purchase participate in such Subsequent Financing as provided herein. At least five (directly or through an affiliate5) Additional Securities, at Business Days prior to the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares closing of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01Subsequent Financing, the Company shall provide deliver to each Purchaser a written notice of its intention to BV effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the “Rights details of such financing (such additional notice, a "Subsequent Financing Notice”"). Upon the request of a Purchaser made within two (2) no less than six business days before Business Days of receiving the date on which Pre-Notice, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company intends shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 such Purchaser. The Rights Subsequent Financing Notice shall provide the same information to BV regarding the particulars describe in reasonable detail all of the issuance or sale material terms and conditions of the Additional Securities as proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Persons with whom such Subsequent Financing is provided proposed to other persons proposing be effected, and attached to participate in the subscription for Additional Securitieswhich shall be a term sheet or similar document (or, if available, drafts of definitive documents) relating thereto. BV Each Purchaser shall give notice (an “Acceptance Notice”) to notify the Company not later than 5:00 by 6:30 p.m. (Vancouver New York City time) on the fifth business day following the (5th) Business Day after its receipt of any Rights the Subsequent Financing Notice of its agreement to provide its Pro Rata Portion of the Subsequent Financing on the terms described in the Subsequent Financing Notice, setting out subject only to completion, execution and delivery of definitive documentation consistent in all material respects with the number Subsequent Financing Notice. If one or more Purchasers shall fail to so notify the Company of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled their agreement to participate in the subscription for Additional Securities Subsequent Financing ("Declining Purchasers"), the Company shall promptly (but in any event within one (1) Business Day of such failure by the Declining Purchasers to so notify the Company) notify those Purchasers agreeing to participate in the Subsequent Financing (the "Participating Purchasers") of the portion of the Subsequent Financing as to which the Declining Purchasers declined to purchase (the "Re-Allocation Portion"), and the Participating Purchasers shall have one (1) Business Day from receipt of such notice to elect to agree to purchase (in addition to such portion that they have already agreed to purchase) up to their Pro Rata Portion of the Re-Allocation Portion (on the same manner terms as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified described in the Acceptance Subsequent Financing Notice under and subject to documentation as noted above). The Company may effect the remaining portion of such subscriptionSubsequent Financing (i.e., such portion that Participating Purchasers have not agreed to purchase after the applicable periods to elect to purchase have expired) on the terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of first refusal set forth above in this Section 1(b), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on terms no less favorable to the Company than that set forth in such Subsequent Financing Notice within 60 Business Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. The Company shall sell to the Participating Purchasers, and each Participating Purchasers, severally and not jointly, shall purchase from the Company, such securities as such Participating Purchaser shall have agreed to sell and purchase pursuant to mutually agreed upon definitive documents, subject to the terms and conditions of such definitive documents. "Pro Rata Portion" is the ratio of (x) the Subscription Amount (as defined below) and (y) the aggregate sum of all of the Subscription Amounts. Notwithstanding the foregoing, this Section 1(b) shall not apply in respect of any Excluded Securities or with respect to an underwritten (firm commitment or best efforts) public offering in connection with the Company's uplisting to Nasdaq or NYSE MKT.

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding(a) Subject to Section 4.2, the Company proposes Parent agrees that if the Parent issues for cash consideration any Common Shares or other securities that are convertible into or exchangeable for Common Shares (such securities other than Common Shares, collectively, "Subject Securities"), other than pursuant to issue an Exempt Issuance (any such issuance, a "Subsequent Offering"), then the Parent shall, promptly following the announcement of such Subsequent Offering, provide a written notice (the "Subsequent Offering Notice") to the Investors setting out: (i) the number of Common Shares or sell Subject Securities issued or to be issued; (ii) the material terms and conditions of any common shares Subject Securities issued or convertible securities to be issued; (“Additional Securities”iii) the subscription price per Common Share or Subject Security issued or to be issued by the Parent under such Subsequent Offering, as applicable; and (iv) the proposed closing date for the issuance of Common Shares or Subject Securities to the Investors, assuming exercise of the Participation Right by the Investors, which closing date shall be at least 10 days following the date of such notice, or such other thandate as the Parent and the Investors may agree. (b) Subject to Section 4.1(c) and the receipt of all required regulatory approvals and compliance with applicable Laws, the Parent agrees that the Investors have the right (the "Participation Right"), upon receipt of a Subsequent Offering Notice, to subscribe for and to be issued, on a private placement basis, and substantially on the terms and conditions of such Subsequent Offering: (ai) in the case of a Subsequent Offering of Common Shares, such number of Common Shares that will allow the Investors to maintain the As - Exchanged Ownership of the Investors immediately prior to completion of the Subsequent Offering; and (ii) in the case of a Subsequent Offering of Subject Securities, such number of Subject Securities that will (assuming conversion or exchange of all of the convertible or exchangeable Subject Securities issued in connection with the Subsequent Offering and the convertible or exchangeable Subject Securities issuable pursuant to this Section 4.1) allow the Investors to maintain the As-Exchanged Ownership of the Investors immediately prior to the completion of the Subsequent Offering, in each case, for greater certainty, after giving effect to any Common Shares or Subject Securities acquired by the Investors or any Affiliate thereof as part of the Subsequent Offering, other than pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; orParticipation Right. (c) for property interests other than money; BV If the Investors wish to exercise the Participation Right in respect of a particular Subsequent Offering, the Investors shall have give written notice to the right to subscribe for and purchase Parent (directly or through an affiliatethe "Exercise Notice") Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale exercise of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars right and of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Common Shares or Subject Securities, if anyas applicable, up that the Investors wishes to purchase (subject to the Maximum Additional Securitieslimits prescribed by Section 4.1(b)), which BV intends to subscribe for and purchase. Following within five days after the date of receipt of an Acceptance the Subsequent Offering Notice (the "Exercise Notice Period"), failing which the Investors will not be entitled to exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice of the Investors shall set forth the aggregate number of each class of securities of the Parent owned or controlled by each Investor as of the date of such Exercise Notice, BV . The Investors shall be entitled to participate allocate the Common Shares or Subject Securities to be acquired pursuant to this Section 4.1 among the Investors as specified by the Investors in the Exercise Notice (the "Investor Allocation"). (d) If the Parent receives a valid Exercise Notice from the Investors within the Exercise Notice Period, then the Parent shall issue to the Investors in accordance with the Investor Allocation against payment of the subscription for Additional Securities price payable in respect thereof, that number of Common Shares or Subject Securities, as applicable, set forth in the same manner as Exercise Notice, subject to the receipt and continued effectiveness of all required regulatory and other persons subscribing for Additional approvals on terms and conditions satisfactory to the Parent, acting reasonably, which approvals the Parent shall use reasonable commercial efforts to obtain, and subject to compliance with applicable Laws and to the limits prescribed by Section 4.1(b) and provided that such issuance can be legally effected without the requirement to file any additional prospectus or registration statement under applicable Securities and shall be entitled to subscribe for Laws. (e) The closing of the number exercise of Additional Securities specified the Participation Right by the Investors will take place on the date set out in the Acceptance Subsequent Offering Notice. If the closing of the exercise of the Participation Right has not been completed by the end of the applicable period (or such earlier or later date as the parties may agree), provided that the Parent has used its reasonable commercial efforts to obtain all required regulatory and other approvals, then the Exercise Notice under will be deemed to have been irrevocably withdrawn and the Parent will have no obligation to issue any Common Shares or Subject Securities, as applicable, pursuant to such subscriptionexercise of the Participation Right. (f) If the Parent is paying the costs and expenses incurred by purchasers of Common Shares or Subject Securities (other than the Investors) in connection with any Subsequent Offering, the Parent shall a proportionate amount of the costs and expenses incurred by the Investors in connection with such Subsequent Offering, on substantially similar terms.

Participation Right. 7.01 If at Subject to the terms and conditions specified in this Section 4(q), until the third anniversary of the date hereof (or such later date to which the maturity date of the Notes is extended), Purchasers holding $250,000 or more of aggregate principal face amount of the Notes (each, a “Qualifying Purchaser”) shall have a right to participate in any time after the Effective Date hereof and for so long as any Advance is outstanding, issuance by the Company proposes to issue of (i) equity or sell any common shares equity-linked securities, or (ii) debt which is convertible securities into equity or in which there is an equity component (“Additional Securities”) on the same terms and conditions as offered by the Company to the other thanpurchasers of such Additional Securities. Each time the Company proposes to offer any Additional Securities, the Company shall make an offering of such Additional Securities to each such Purchaser in accordance with the following provisions: (ai) pursuant At least ten (10) trading days prior to the exercise closing of the sale of Additional Securities, the Company shall deliver to each Qualifying Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Qualifying Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Qualifying Purchaser, and only upon a request by such Qualifying Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than five (5) trading days after such request, deliver a Subsequent Financing Notice to such Qualifying Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected (provided that the name of such Person(s) is available), and attached to which shall be a term sheet or similar document relating thereto. Each Qualifying Purchaser shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) trading day after their receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. No Purchaser shall offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any stock options granted under right with respect to the Company’s stock option plan; orCommon Stock (other than pursuant to this Section 4(q)) from the time the Company delivers the Subsequent Financing Notice until such time as the Purchaser is no longer in possession of material non-public information regarding the Company. (bii) pursuant Each Qualifying Purchaser agreeing to participate in the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or Subsequent Financing (cthe “Participating Purchasers”) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiespurchase, at the price at which and on the terms specified in the Notice, up to an amount of such Additional Securities equal to the aggregate principal amount of Notes then held by such Purchaser provided, that such rights are offered for sale subject, until December 20, 2006, to other purchasers, up to its then pro rata interest in the issued and outstanding common shares prior rights of the holders of the Company’s Series A Preferred Stock, and that the Purchasers eligible to participate in each casethe offering of the Additional Securities may only purchase in the aggregate up to 50% of the aggregate maximum dollar amount and/or other consideration being offered in such offering (with any cutback required being allocated on a pro rata basis among the participating Purchasers based upon percentage of aggregate principal amount of all such participating Purchasers); and further provided, prior to giving effect that any Purchaser who has a participation right with respect to the issuance or purchase of the Company’s Series A Preferred Stock may not exercise its participation rights hereunder if it has exercised its rights under the transaction documents related to its purchase of the Company’s Series A Preferred Stock, and further provided that the limitations on the number of Additional Securities that a Participating Purchaser may acquire pursuant to this Section 4(q) shall include all Additional Securities that such Participating Purchaser may acquire pursuant to the exchange right set forth in Article X of the Notes. (iii) If all Additional Securities which the eligible Purchasers are entitled to purchase pursuant to this Section 4(q) are not purchased as provided herein, the Company may, during the 60 trading-day period following the expiration of the 5 trading- day period provided in clause (i), offer the remaining unsubscribed portion of such Additional Securities to any person at a price not less than, and upon terms no more favorable to the offeree than, as specified in the Notice. If the Company does not consummate the sale of such Additional Securities (within such period, the “Maximum right provided hereunder shall be deemed to be revived and such Additional Securities”)Securities shall not be offered or sold unless first reoffered to the Purchasers in accordance herewith. 7.02 If (iv) Notwithstanding the Company intends to authorize and/or issue Additional Securities that give rise to BVforegoing, the participation rights granted in this Section 4(q) shall not be applicable to: (A) the issuance of shares of Common Stock upon the exercise or conversion of the Company’s options, warrants or convertible securities outstanding as of the date hereof and disclosed in Section 3(c) of the Disclosure Schedule in accordance with the terms of such options, warrants or other securities as in effect on the date hereof; (B) the issuance of stock, stock options or other stock rights pursuant to paragraph 7.01any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (C) the issuance of securities pursuant to a bona fide underwritten public offering with gross proceeds of at least $25,000,000; (D) the issuance of the Notes, the Company shall provide notice to BV Warrants, the Conversion Shares, the Warrant Shares and the Additional Warrant Shares (as defined in the “Rights Notice”Warrants); (E) no less than six the issuance of securities in a bona fide business days before acquisition the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars primary purpose of which, as determined in good faith by a majority of the issuance or sale members of the Additional Securities Board of Directors of the Company, is not the raising of capital; (F) the issuance of capital stock or convertible securities in a joint venture, strategic partnership or licensing arrangement, the primary purpose of which, as determined in good faith by a majority of the members of the Board of Directors of the Company, is provided not the raising of capital; and (G) the issuance of shares of common stock by reason of a dividend, stock split or other distribution on shares of common stock (but only to other persons proposing to participate the extent that such a dividend, split or distribution results in an adjustment in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to conversion price of the Company not later than 5:00 p.m. (Vancouver time) on Notes and the fifth business day following the receipt of any Rights Notice, setting out the exercise price and number of Additional Securities, if any, up to shares issuable under the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionWarrants).

Participation Right. 7.01 If at Effective as of the Amendment Date, Sections 2.1 through 2.4 of the Existing Amendment Agreement are hereby restated as follows: 2.1 In addition to any time after rights of any Investor pursuant to Section 4 of the Effective Investors’ Rights Agreement (or any equivalent provision granting rights to future stock issuances to certain Investors of the Company), if prior to the Maturity Date hereof and for so long as any Advance is outstanding, (a) the Company proposes to issue conduct an Equity Round or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or Company or a Successor Company (cas defined in the Notes) for property interests other than money; BV shall have the right are considering a SPAC Merger and investors are committing to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares equity of the Company, a Successor Company (as defined in each casethe Notes) or the special purpose acquisition company in connection with the consummation of the SPAC Merger (a “PIPE Investment”), prior to giving effect to then the issuance or sale of such Additional Securities Company shall give written notice (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Offer Notice”) to each Closing Date purchaser of an Initial Note or its designee (each a “Participation Right Holder”), stating (a) its bona fide intention to conduct an Equity Round or enter or have a special purpose acquisition vehicle enter into a PIPE Investment, and (b) the price and terms of such Equity Round or PIPE Investment, including the price per share or other equity to be sold in such transaction. A Participation Right Holder’s election may be conditioned on the consummation of the transaction described in such Offer Notice. 2.2 With respect to an Equity Round, by written notice to the Company within five (5) Business Days after the Offer Notice is given, each Participation Right Holder shall have the right, but not later than 5:00 p.m. the obligation (Vancouver time) so long as such Participation Right Holder is an “Accredited Investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)), to elect purchase from the Company its pro rata share of $10,000,000 in the aggregate, based on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up same price and other terms and conditions offered to the Maximum Additional Securities, which BV intends other investors in such Equity Round. “Equity Round” shall have the meaning ascribed to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate such term in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.Annex A.

Participation Right. 7.01 If at any time Subject to the terms and conditions specified in this Section 12(o), for a period of one year after the Effective Date date that the registration statement the Company is required to file pursuant to Section 11 hereof and for so long as any Advance is outstandingdeclared effective, the Company proposes Investor shall have a right to issue participate with respect to up to the first $5,000,000 of any (i) future equity or sell any common shares equity-linked securities, or (ii) debt which is convertible securities into equity or in which there is an equity component (“Additional Securities”) on the same terms and conditions as offered by the Company to the other thanpurchasers of such Additional Securities. Each time the Company proposes to offer any Additional Securities, the Company shall make an offering of such Additional Securities to the Investor in accordance with the following provisions: (ai) pursuant the Company shall deliver a notice (the “Notice”) to the exercise Investor stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (ii) by written notification received by the Company’s stock option plan; or , within seven (b7) pursuant days after giving of the Notice, any Investor may elect to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiesobtain, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities are offered for sale which equals the proportion that the number of shares of Common Stock purchased by such Investor pursuant to the terms hereof bears to the total number of shares of Common Stock sold by the Company to other purchasers, up to its then pro rata interest Investors in the issued and outstanding common Offering. The Company shall promptly, in writing, inform each Investor which elects to purchase all of the Additional Shares available to it (“Fully-Exercising Purchaser”) of any other Investor’s failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Investor shall be entitled to obtain that portion of the Additional Securities for which the Investors were entitled to subscribe but which were not subscribed for by the Investors which is equal to the proportion that the number of shares of Common Stock purchased by such Fully-Exercising Purchaser in the CompanyOffering bears to the total number of shares of Common Stock purchased in the Offering by all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares; (iii) if all Additional Securities which the Investors are entitled to obtain pursuant to subsection 12(o)(ii) are not elected to be obtained as provided in subsection 12(o)(ii) hereof, the Company may, during the 60-day period following the expiration of the period provided in each casesubsection 12(o)(ii) hereof, prior offer the remaining unsubscribed portion of such Additional Securities to giving effect any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and such Additional Securities shall not be offered or sold unless first reoffered to the Investors in accordance herewith; The participation right in this Section 12(o) shall not be applicable to (i) the issuance or sale of such Additional Securities shares of Common Stock (or options therefor) to employees, officers, directors, or consultants of the Company for the primary purpose of soliciting or retaining their employment or service pursuant to a stock option plan (or similar equity incentive plan) or otherwise approved by the Board, or (ii) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures (the “Maximum Additional Securities”primary purpose of which, in the reasonable judgment of the Board, is not to raise additional capital). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at any time after Subject to the Effective Date terms and conditions specified in this Section 4(d), for a period beginning 180 days from the date hereof and for so long ending the day following the second anniversary of the date hereof, the Purchaser shall have a right to participate in any issuance by the Company of (i) equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("ADDITIONAL SECURITIES") on the same terms and conditions as any Advance is outstanding, offered by the Company to the other purchasers of such Additional Securities. Each time the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to the Purchaser in accordance with the following provisions: (ai) pursuant The Company shall deliver a notice (the "NOTICE") to the exercise Purchaser, at least ten business days prior to the date on which it proposes to offer such Additional Securities, stating (A) its bona fide intention to offer such Additional Securities, (B) the number of any stock options granted under such Additional Securities to be offered, (C) the Company’s stock option plan; orprice and terms, if any, upon which it proposes to offer such Additional Securities, and (D) the anticipated closing date of the sale of such Additional Securities. (bii) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV The Purchaser shall have the right right, exercisable by delivering written notice to subscribe for and purchase (directly or through an affiliate) Additional Securitiessuch effect to the Company within five business days after the Purchaser's receipt of the Notice, to purchase, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of Conversion Shares and Warrant Shares that such Purchaser then owns or has the right to acquire (upon conversion of the Notes and exercise of the Warrants) bears to the total number of shares of Common Stock then outstanding (assuming full conversion, exercise or exchange of all convertible, exercisable or exchangeable securities then outstanding). (iii) If all Additional Securities which the Purchaser is entitled to purchase pursuant to this Section 4(d) are offered for sale not purchased as provided herein, the Company may, during the 75-day period following the expiration of the 5 business day period (and, if necessary, such additional 5-day period) provided in clause (ii), offer the remaining unsubscribed portion of such Additional Securities to other purchasersany person at a price not less than, up and upon terms no more favorable to its then pro rata interest the offeree than, as specified in the issued and outstanding common shares of Notice. If the Company, in each case, prior to giving effect to Company does not consummate the issuance or sale of such Additional Securities (within such period, the “Maximum right provided hereunder shall be deemed to be revived and such Additional Securities”)Securities shall not be offered or sold unless first reoffered to the Purchaser in accordance herewith. 7.02 If (iv) Notwithstanding the foregoing, the participation rights granted in this Section 4(d) shall not be applicable to: (A) the issuance of shares of Common Stock upon the exercise or conversion of the Company's options, warrants or convertible securities outstanding as of the date hereof and disclosed in Section 3(c) of the Disclosure Schedule in accordance with the terms of such options, warrants or other securities as in effect on the date hereof; (B) the grant of options to purchase Common Stock, with exercise prices not less than the market price of the Common Stock on the date of grant, or the grant of restricted shares of Common Stock, in each case which are issued to employees, officers, directors or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01an equity compensation plan approved by the Company's Board of Directors, and the issuance of shares of Common Stock upon the exercise of any such options; (C) the issuance of securities pursuant to a bona fide underwritten public offering; (D) the issuance of the Notes and the Warrants pursuant hereto, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars Conversion Shares upon conversion of the issuance or sale Notes and the Warrant Shares upon exercise of the Additional Securities as is provided to other persons proposing to participate Warrants; (E) the issuance of securities in a bona fide business acquisition; (F) the issuance of securities in connection with a strategic business partnership with an oil and gas company, the primary purpose of which, in the subscription for Additional Securities. BV shall give notice reasonable judgment of the Company's Board of Directors, is not to raise additional capital; or (an “Acceptance Notice”G) the issuance of securities in a financing transaction which, in the written opinion of counsel to the Company not later than 5:00 p.m. (Vancouver timebased upon published Nasdaq Staff Interpretations, would require shareholder approval under Nasdaq Marketplace Rule 4350(i)(1)(D)(ii) on if the fifth business day following participation rights granted in this Section 4(d) were otherwise available to and exercised by the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionPurchaser.

Participation Right. 7.01 If at the Company sells any time after shares of a series of Preferred Stock and/or rights, options, or warrants to purchase shares of Common Stock or of a series of Preferred Stock, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for shares of a series of Common Stock or Preferred Stock (“Qualifying New Securities”); provided that notwithstanding anything to the Effective Date hereof contrary any equity, options, warrant or similar equity-linked issuances to employees, consultants or vendors of the Company shall be excluded and for so long as any Advance is outstandingnot be deemed to be a Qualifying New Securities herein, the Company proposes shall give notice to issue or sell any common shares or convertible securities the Purchasers within 30 days after the issuance of Qualifying New Securities. Such notice shall describe the type, price, and terms of the Qualifying New Securities. Each Purchaser shall have 20 days from the date notice is given to elect to purchase up to the number of Qualifying New Securities which equals the greater of (“Additional Securities”x) other than: (a) that number of Qualifying New Securities having an aggregate purchase price equal to 400% of the aggregate Purchase Price paid by such Purchaser for Preferred Stock and Warrants pursuant to this Agreement, or (y) the exercise proportion that the Common Stock then held by such Purchaser (including all shares of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase Common Stock then issuable (directly or through an affiliateindirectly) Additional Securitiesupon conversion and/or exercise, at the price at which such Additional Securities are offered for sale to other purchasersas applicable, up to its then pro rata interest in the issued and outstanding common of any shares of preferred stock of the CompanyCompany and any other securities or rights convertible into, or exercisable or exchangeable for (in each case, prior to giving effect directly or indirectly), Common Stock, including options and warrants (“Derivative Securities”) then held by such Purchaser) bears to the issuance or sale total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). The closing of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company sale shall provide notice to BV (the “Rights Notice”) no less than six business occur within 45 days before of the date on which notice is given to the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide Purchasers. Notwithstanding the same information to BV regarding the particulars of the issuance foregoing, no Purchaser, or sale of the Additional Securities Affiliate (as is provided to other persons proposing to participate defined in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”Certificate of Designation) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Noticethereof, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate purchase Qualifying New Securities hereunder in an amount that would result in the subscription for Additional Securities Purchaser, in the same manner aggregate and together with any Affiliate of such Purchaser, beneficially owning (as other persons subscribing for Additional Securities determined in accordance with Section 13(d) of the Exchange Act and shall be entitled to subscribe for the rules promulgated thereunder) in excess of 19.99% of the number of Additional Securities specified in the Acceptance Notice under shares of Common Stock outstanding immediately after giving effect to such subscriptionpurchase Qualifying New Securities.

Participation Right. 7.01 (a) If at the Company should desire to issue any time after Common Stock, preferred stock, options, stock purchase warrants, convertible securities, or any other securities exercisable, exchangeable, or convertible for capital stock of the Effective Date hereof and Company (collectively, “Equity Securities”) for so long cash in a transaction not registered under the Securities Act, it shall give the Purchaser a right to purchase the Purchaser’s Percentage of such Equity Securities. Such purchase shall be made on the same terms as the Company is willing to sell such Equity Securities to any Advance is outstandingother person. Prior to or contemporaneously with any sale or issuance by the Company of Equity Securities, the Company shall notify Purchaser, in writing, of its intention to sell and issue such Equity Securities, setting forth the amount of Equity Securities it desires to sell and the terms under which it proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant make such sale. Purchaser shall have 20 days after the Company gives its aforesaid notice to notify the exercise Company of any stock options granted under the maximum number of the Equity Securities that it desires to purchase upon the terms set forth in the Company’s stock option plan; ornotice. If Purchaser exercises the option, it may also specify in its notice whether its purchase is contingent upon the Company consummating the sale of all of the Equity Securities (or any portion thereof) which it has proposed to sell as set forth in the Company’s notice. (b) pursuant After giving such notice, the Company may sell all but Purchaser’s Percentage of such Equity Securities and, after the end of the 20-day period that Purchaser has to exercise its option, the Company may sell any Equity Securities with respect to which the Purchaser did not indicate a desire to purchase, provided that all such sales described in this sentence shall be made within 90 days following the Company’s notice and shall be upon terms and conditions no more favorable to the exercise purchaser than those set forth in the Company’s notice. Any Equity Securities described in the Company’s notice which are not sold within such 90-day period may not be sold thereafter unless the Company again follows the provisions of any share purchase warrants issued pursuant to previously-completed private placements; orthis Section. (c) for property interests other than money; BV shall have If the right Purchaser gives the Company notice that it desires to subscribe for and purchase (directly or through an affiliate) Additional any of the Equity Securities, it shall pay for the Equity Securities which it has notified the Company that it will purchase by check against delivery of the Equity Securities at the price at which such Additional executive office of the Company within 10 days after the expiration of the 20-day period referred to above unless the Purchaser made its purchase contingent upon the sale of all Equity Securities are offered for sale to other purchasers, up to its then pro rata interest (or any portion thereof) specified in the Company’s notice, in which event, such purchase and sale will take place upon satisfaction of such contingency with at least 10 days’ prior written notice. (d) The provisions of this Section will expire five years after the date hereof and will not apply to: (i) options, warrants, or other rights to purchase Common Stock (and the issuance of shares of Common Stock on the exercise thereof) issued and outstanding common shares to the Company’s employees, consultants, or directors pursuant to any plan or arrangement approved by the Board of Directors of the Company; (ii) the issuance of securities pursuant to a registered public offering; (iii) the issuance of securities in connection with a bona fide acquisition of or by the Company of any business or property, in each casewhether by merger, prior to giving effect consolidation, sale of assets, sale, or exchange of stock or otherwise; (iv) the issuance of Common stock upon conversion, exchange, or exercise of rights of any option, right, warrant, or convertible or exchangeable security that is either outstanding on the date hereof or was previously offered to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights Purchaser pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01this Section. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at any time Subject to the terms and conditions specified in this Section 4(e), for a period of twenty-four months after the Effective Date hereof and for so long as Closing Date, the Purchasers or the assignees of any Advance of the Purchasers' Notes shall have a right to participate with respect to the future issuance of securities, whether in the form of debt (including debt which is outstandingconvertible into equity or in which there is an equity component), equity, or equity-linked securities ("Additional Securities"). Each time the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant the Company shall deliver a notice (the "Notice") to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities; (ii) by written notification received by the Company’s stock option plan; or (b) pursuant , within 10 days after giving of the Notice, any holder of the Notes may elect to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiesobtain, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the principal amount and accrued interest outstanding under the Notes owed to such holder bears to the total principal amount and accrued interest outstanding under the Notes owed to all holders, by applying the outstanding principal balance and accrued interest under the Notes held by such holder to the purchase price of, and as payment for the Additional Securities, without further consideration. The Company shall promptly, in writing, inform each holder which elects to purchase all of the Additional Shares available to it ("Fully-Exercising Holder") of any other holder's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Holder shall be entitled to obtain that portion of the Additional Securities for which the holders were entitled to subscribe but which were not subscribed for by the holders which is equal to the principal amount outstanding under the Notes owed to such Fully-Exercising Holder bears to the total principal amount and accrued interest outstanding under the Notes owed to all Fully-Exercising Holders (as of the date of the Notice) who wish to purchase some of the unsubscribed shares at the time of such purchase; (iii) the maximum amount of Additional Securities purchasable by any Purchaser pursuant to this Section 4(e) is equal to that which would be purchasable by applying the entire outstanding principal balance and accrued interest under the Note or Notes held by such Purchaser to the purchase price of the Additional Securities; (iv) if all Additional Securities which the Purchasers are offered for sale entitled to other purchasersobtain pursuant to subsection 4(e)(ii) are not elected to be obtained as provided in subsection 4(e)(ii) hereof, up the Company may, during the 60-day period following the expiration of the period provided in subsection 4(e)(ii) hereof, offer the remaining unsubscribed portion of such Additional Securities to its then pro rata interest any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Purchasers in each case, prior accordance herewith; (v) the participation right in this Section 4(e) shall not be applicable to giving effect to (w) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors, the Company shall provide notice to BV (the “Rights Notice”x) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate Notes, (y) the issuance or sale of the Series D Notes, or (z) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures (the primary purpose of which, in the subscription for Additional Securities. BV shall give notice reasonable judgment of the Board of Directors, is not to raise additional capital). (an “Acceptance Notice”vi) the participation right set forth in this Section 4(e) may not be assigned or transferred, except that such right is assignable by each Purchaser (i) to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the Company not later than 5:00 p.m. meaning of the Securities Act, controlling, controlled by or under common control with, any such Purchaser, and (Vancouver timeii) on the fifth business day following the receipt of to any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionaffiliated fund.

Participation Right. 7.01 If at any time after In the Effective Date hereof and for so long as any Advance event a registration demand is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) made pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (bSection 2(a)(i) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (cor Section 2(a)(ii) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01above, the Company shall provide promptly, but in any event no later than two (2) Business Days following the 2011 Demand Date send a written notice to BV each of the Holders of 2013 Registrable Securities indicating that such registration demand has been made and in reasonable detail any material information relating to the desired offering known to the Company at such time. Each Holder of 2013 Registrable Securities shall have ten (10) Business Days from its receipt of such notice to deliver to the “Rights Notice”) no less than six business days before Company a written request specifying the date on amount of Registrable Securities that such Holder intends to sell and such Holder’s intended method of distribution. Upon receipt of such request, the Company shall use its best efforts to cause all Registrable Securities which the Company intends has been requested to issue Additional register to be registered under the Securities giving rise Act to BV’s rights pursuant the extent necessary to paragraph 7.01. 7.03 The Rights Notice shall provide permit their sale or other disposition in accordance with the same information to BV regarding intended methods of distribution specified in the particulars request of such Holder. If, in connection with any underwritten public offering for the account of the issuance or sale Holders of 2011 Registrable Securities, the Additional Securities as is provided to other persons proposing to participate managing underwriter(s) thereof shall impose in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) writing a limitation on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securitiesshares of Common Stock which may be included in a registration statement because, if anyin the good faith judgment of such underwriter(s), up marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made first, to the Maximum Additional Securities, which BV intends 2013 Registrable Securities pro rata amongst the Holders thereof seeking to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional include 2013 Registrable Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled such registration statement, in proportion to subscribe for the number of Additional 2013 Registrable Securities specified sought to be included by such Holders of 2013 Registrable Securities and second, to the 2011 Registrable Securities pro rata amongst the Holders thereof seeking to include 2011 Registrable Securities in such registration statement, in proportion to the Acceptance Notice under number of 2011 Registrable Securities sought to be included by such subscriptionHolders of 2011 Registrable Securities; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all securities sought to be offered on account of the Company and any non-Registrable Securities.

Participation Right. 7.01 If at At least 15 days prior to any time after proposed transfer by a Holder hereunder of more than 1,000,000 shares of Registrable Securities (a "Transfer") (other than pursuant to a public sale or a Transfer of such shares to the Effective Date hereof and for so long as any Advance is outstandingCompany or to another Holder), the Company proposes to issue or sell any common shares or convertible securities Holder making such Transfer (“Additional Securities”the "Transferring Holder") other than: shall deliver, a written notice (athe "Sale Notice") pursuant to the exercise of any stock options granted under Company and to each Major Investor (the Company’s stock option plan; or (b) pursuant to "Other Holders"), specifying in reasonable detail the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares identity of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”prospective transferee(s). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice number of shares to BV (be transferred and the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars terms and conditions of the issuance or sale of the Additional Securities as is provided to other persons proposing Transfer. The Other Holders may elect to participate in the subscription for Additional Securities. BV shall give contemplated Transfer at the same price per share and on the same terms by delivering written notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on Transferring Holder within 15 days after delivery of the fifth business day following Sale Notice. If any Other Holders have elected to participate in, such Transfer, the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for Transferring Holder and purchase. Following receipt of an Acceptance Notice, BV such Other Holders shall be entitled to participate sell in the subscription for Additional contemplated Transfer, at the same price and on the same terms, a number of shares equal to the product of (i) the quotient determined by dividing the percentage of Registrable Securities owned by such person by the aggregate percentage of Registrable Securities owned by the Transferring Holder and the Other Holders participating in such sale and (ii) the number of Registrable Securities to be sold in the same manner as other persons subscribing for Additional contemplated Transfer. Each Transferring Holder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Holders in any contemplated Transfer in the contemplated Transfer, and no Transferring Holder shall transfer any of its Registrable Securities to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Other Holders. Each Holder transferring Registrable Securities pursuant to this Section 2.4 shall pay its pro rata share (based on the number of Registrable Securities to be sold) of the expenses incurred by the Holders in connection with such transfer and shall be entitled obligated to subscribe for join on a pro rata basis (based on the number of Additional Registrable Securities specified to be sold) in any indemnification or other obligations that the Acceptance Notice under Transferring Holder agrees to provide in connection with such subscriptiontransfer (other than any such obligations that relate specifically to a particular Holder such as indemnification with respect to representations and warranties given by a Holder regarding such Holder's title to and ownership of Registrable Securities; provided that no Holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such Holder in connection with such Transfer).

Participation Right. 7.01 If at any time Subject to the terms and conditions specified in this Section 4(e), for a period of one year after the Effective Date hereof date that the registration statement (as defined in the Registration Rights Agreement) the Company is required to file pursuant to Section 2(a) of the Registration Rights Agreement is declared effective, the Purchasers shall have a right to participate with respect to (i) future equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("Additional Securities") on the same terms and for so long conditions as any Advance is outstanding, offered by the Company to the other purchasers of such Additional Securities. Each time the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant the Company shall deliver a notice (the "Notice") to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (ii) by written notification received by the Company’s stock option plan; or (b) pursuant , within seven days after giving of the Notice, any Purchaser may elect to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiesobtain, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of shares of Common Stock purchased by such Purchaser pursuant to the terms hereof bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities then outstanding). The Company shall promptly, in writing, inform each Purchaser which elects to purchase all of the Additional Shares available to it ("Fully-Exercising Purchaser") of any other Purchaser's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Additional Securities for which the Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers which is equal to the proportion that the number of shares of Common Stock held by such Fully-Exercising Purchaser bears to the total number of shares of Common Stock held by all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares; (iii) if all Additional Securities which the Purchasers are offered for sale entitled to other purchasersobtain pursuant to subsection 4(d)(ii) are not elected to be obtained as provided in subsection 4(d)(ii) hereof, up the Company may, during the 60-day period following the expiration of the period provided in subsection 4(d)(ii) hereof, offer the remaining unsubscribed portion of such Additional Securities to its then pro rata interest any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Purchasers in each case, prior accordance herewith; (iv) the participation right in this Section 4(d) shall not be applicable to giving effect to (i) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors, (ii) the issuance of securities in connection with a bona fide underwritten public offering that results in total proceeds to the Company shall provide notice to BV in excess of $25,000,000, (the “Rights Notice”iii) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate Notes, or (iv) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures (the primary purpose of which, in the subscription for Additional Securities. BV shall give notice reasonable judgment of the Board of Directors, is not to raise additional capital). (an “Acceptance Notice”v) the participation right set forth in this Section 4(d) may not be assigned or transferred, except that such right is assignable by each Purchaser to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the Company not later than 5:00 p.m. (Vancouver time) on meaning of the fifth business day following the receipt of Securities Act, controlling, controlled by or under common control with, any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionPurchaser.

Participation Right. 7.01 If at any time after Following the Effective Date hereof and for so long as any Advance is outstandingIssuance Closing, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Company proposes Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to issue or sell do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any common shares or convertible securities applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (“Additional Securities”30) other than: (a) pursuant Business Days prior to the exercise contemplated publication or public filing of any stock options granted under the Company’s stock option plan; or prospectus for such offering. Within fifteen (b15) pursuant to Business Days following the exercise delivery of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have such notice, the right to subscribe for and purchase (directly or through an affiliate) Additional SecuritiesSeller may, at the price at which such Additional Securities are offered for sale sole discretion of the Alibaba Independent Committee, by notice to other purchasersthe Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of the Purchaser or Alipay up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to equity interests the Maximum Additional Securities, which BV intends to subscribe for Seller and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate its Subsidiaries own directly in the subscription for Additional Securities Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the same manner Purchaser Qualified IPO or the Alipay Qualified IPO, as other persons subscribing for Additional Securities and applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall be entitled to subscribe for have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of Additional Securities specified equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the Acceptance Notice offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offering. Notwithstanding anything to the contrary, the rights of the Seller, the Seller Designated Investment Entity or their respective Affiliates under such subscriptionthis Section 9.8(b) shall automatically terminate upon the Listing Date.

Participation Right. 7.01 If at any time Subject to the terms and conditions specified in this Section 1(d), for a period of one year after the Effective Date hereof and for so long date that the registration statement (as defined in the Registration Rights Agreement) the Company is required to file pursuant to Section 2(a) of the Registration Rights Agreement is declared effective, the Purchasers shall have a right to participate with respect to future sales by the Company of its capital stock sold in any Advance financings by the Company involving (i) equity or equity-linked securities, or (ii) debt which is outstanding, convertible into equity or in which there is an equity component ("Additional Securities"). Each time the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (a1) pursuant the Company shall deliver a notice (the "Notice") to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities (2) by written notification received by the Company’s stock option plan; or , within the earlier of (bi) pursuant two days prior to the exercise anticipated closing date or (ii) 10 days after giving of the Notice, any share Purchaser may elect to purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiesobtain, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of shares of Common Stock purchased by such Purchaser bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities then outstanding). The Company shall promptly, in writing, inform each Purchaser which elects to purchase all of the Additional Shares available to it ("Fully-Exercising Purchaser") of any other Purchaser's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Additional Securities for which the Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers which is equal to the proportion that the number of shares of Common Stock held by such Fully-Exercising Purchaser bears to the total number of shares of Common Stock held by all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares; (3) if all Additional Securities which the Purchasers are offered for sale entitled to other purchasersobtain pursuant to subsection 1(d)(2) are not elected to be obtained as provided in subsection 1(d)(2) hereof, up the Company may, during the 90-day period following the expiration of the period provided in subsection 1(d)(2) hereof, offer the remaining unsubscribed portion of such Additional Securities to its then pro rata interest any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Purchasers in each case, prior accordance herewith; (4) the participation right in this Section 1(d) shall not be applicable to giving effect to (i) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors, (ii) the issuance of securities in connection with a bona fide underwritten public offering that results in total proceeds to the Company shall provide notice of at least $25,000,000 or any public offering if such participation is reasonably deemed by the Company to BV (violate the “Rights Notice”) no Securities Act or, as a result of the SEC deeming such participation to potentially violate the Securities Act, such participation would significantly delay an underwritten public offering of less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of $25,000,000 (iii) the issuance or sale of the Additional Securities as is provided to other persons proposing to participate Shares, or (iv) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures (the primary purpose of which, in the subscription for Additional Securities. BV shall give notice reasonable judgment of the Board, is not to raise additional capital). (an “Acceptance Notice”5) the participation right set forth in this Section 1(d) may not be assigned or transferred, except that such right is assignable by each Purchaser (i) to any wholly owned subsidiary or parent of, or to any corporation or entity that is, within the Company not later than 5:00 p.m. meaning of the Securities Act, controlling, controlled by or under common control with, any such Purchaser, (Vancouver timeii) on to any affiliated venture capital fund and (iii) to any other transferee, provided that with respect to (i), (ii) and (iii), such transfer (and the fifth business day following the receipt of any Rights Noticerelated participation rights) must include at least 150,000 Shares (as adjusted for stock splits, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for consolidations and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionsimilar transactions).

Participation Right. 7.01 If at Subject to the terms and conditions specified in this Section 5, until the third anniversary of the Issuance Date, the holders of shares of Preferred Stock shall have a right to participate with respect to the issuance or possible issuance of any equity or equity-linked securities or debt which is convertible into equity or in which there is an equity component, including, but not limited to, any additional issuance of Preferred Stock, (as the case may be, "Additional Shares"), on the same terms and conditions as offered by the Company to the other purchasers of such Additional Shares. Each time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell offer any common Additional Shares, the Company shall make an offering of such Additional Shares to each holder of shares or convertible securities of Preferred Stock in accordance with the following provisions: The Company shall deliver a notice (“Additional Securities”the "Issuance Notice") other than: to the holders of shares of Preferred Stock stating (a) pursuant its bona fide intention to the exercise of any stock options granted under the Company’s stock option plan; or offer such Additional Shares, (b) pursuant the number of such Additional Shares to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or be offered, (c) for property interests the price and terms, if any, upon which it proposes to offer such Additional Shares, and (d) the anticipated closing date of the sale of such Additional Shares. By written notification received by the Company, within 20 business days after giving of the Issuance Notice, any holder of shares of Preferred Stock may elect to purchase or obtain, at the price and on the terms specified in the Issuance Notice (provided that if the price is to be paid in whole or in part in consideration other than money; BV cash, the holders of Preferred Stock exercising their rights hereunder shall have the option to pay such consideration in cash equal to the fair market value of such non-cash consideration (valued in accordance with the method set forth in Article XI.D(ii)(f) of the Certificate of Designation, up to that number of such Additional Shares which equals such holder's Pro Rata Amount (as defined below). The "Pro Rata Amount" for any given holder of shares of Preferred Stock shall equal that portion of the Additional Shares that the Company proposes to offer which equals the proportion that the number of shares of Common Stock that such holder owns or has the right to subscribe acquire (without giving effect to the limitations contained in Article IV.D of the Certificate of Designation) bears to the total number of shares of Common Stock then outstanding (assuming in each case the full conversion, exercise or exchange of all Convertible Securities and Purchase Rights then outstanding); provided, however, that in the event that any such holder exercises its right to pay the consideration for and purchase the Additional Shares purchasable hereunder with shares of Preferred Stock increased (directly but not decreased) to the extent necessary to equal (x) such number of shares of Common Stock (if the Additional Shares being issued are Common Stock) or through an affiliate(y) that number of Additional SecuritiesShares as are convertible into or exercisable or exchangeable for such number of shares of Common Stock (if the Additional Shares being issued are Convertible Securities or Purchase Rights), as is obtained by dividing (a) the Redemption Amount attributable to such holder's shares of Preferred Stock being redeemed by (b)(i) the price per share at which such Common Stock is being issued (if the Additional Shares being issued are Common Stock) or (ii) the conversion, exercise or exchange price at which such Additional Shares are convertible into or exercisable or exchangeable for shares of Common Stock (if the Additional Shares being issued are Convertible Securities or Purchase Rights), and in such event the Company shall be obligated to sell such number of Additional Shares to each such holder, even if the aggregate Pro Rata Amount for all such holders exceeds the aggregate amount of Additional Shares that the Company had initially proposed to offer. The Company shall promptly, in writing, inform each holder of shares of Preferred Stock which elects to purchase all of the Additional Shares available to it ("Fully-Exercising Holder") of any other holder's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Holder shall be entitled to obtain that portion of the Additional Shares for which the holders of shares of Preferred Stock were entitled to subscribe but which were not so subscribed for by such holders which is equal to the proportion that the number of shares of Preferred Stock held by such Fully-Exercising Holder bears to the total number of shares of Preferred Stock held by all Fully-Exercising Holders who wish to purchase any of the unsubscribed shares. If all Additional Shares which the holders of shares of Preferred Stock are offered for sale entitled to other purchasersobtain pursuant to subparagraph (ii) of this Section 5 are not elected to be obtained as provided in such subparagraph, up the Company may, during the 75-day period following the expiration of the period provided in such subparagraph, offer the remaining unsubscribed portion of such Additional Shares to its then pro rata interest any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the issued and outstanding common shares of Issuance Notice. If the Company, in each case, prior to giving effect to Company does not consummate the issuance or sale of such Additional Shares within such period, the right provided hereunder shall be deemed to be revived and such Additional Shares shall not be offered or sold unless first reoffered to the holders of shares of Preferred Stock in accordance herewith. The participation right set forth in this Section 5 may not be assigned or transferred, except that such right is assignable by each holder of shares of Preferred Stock to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Securities Act of 1933, as amended, controlling, controlled by or under common control with, any such holder. The purchase right granted by this Section 5 shall not apply to: (i) the “Maximum Additional Securities”grant or exercise of any stock, options or warrants which may hereafter be granted or exercised under any equity incentive plan of the Company now existing or to be implemented in the future which is approved in good faith by the Board of Directors of the Company or a committee of non-employee directors established for such purpose; (ii) the conversion of the Series D Preferred Stock or the exercise of the Warrants; (iii) the issuance of securities in connection with a bona fide business acquisition; (iv) the issuance of stock, warrants or other securities or rights to persons or entities in connection with commercial lease lines or bank financing provided that such issuances are primarily for purposes other than equity financing; or (v) the issuance of securities in connection with strategic transactions involving the Company and other entities, including joint ventures, manufacturing, marketing or distribution arrangements (but excluding any sale of substantially all of the Company's assets or any merger or consolidation of the Corporation into or with another entity in which the holders of the capital stock of the Company immediately prior to such merger or consolidation do not hold at least fifty percent (50%) in voting power of the surviving corporation). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at any time Subject to the terms and conditions specified in this Section 4(e), for a period of one year after the Effective Date hereof date that the Registration Statement (as defined in the Registration Rights Agreement) the Company is required to file pursuant to Section 2(a) of the Second Registration Rights Agreement is declared effective, the Purchasers shall have a right to participate with respect to the issuance or possible issuance of (i) future equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("ADDITIONAL SECURITIES") on the same terms and for so long conditions as any Advance is outstanding, offered by the Company to the other purchasers of such Additional Securities. Each time the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant the Company shall deliver a notice (the "NOTICE") to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (ii) by written notification received by the Company’s stock option plan; or , within twenty (b20) pursuant days after giving of the Notice, any Purchaser may elect to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiesobtain, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of shares of Common Stock purchased by such Purchaser pursuant to the terms hereof bears to the total number of shares of Common Stock then outstanding (assuming in each case full conversion and exercise of all convertible or exercisable securities then outstanding). The Company shall promptly, in writing, inform each Purchaser which elects to purchase all of the Additional Shares available to it ("FULLY-EXERCISING PURCHASER") of any other Purchaser's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Additional Securities for which the Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers which is equal to the proportion that the number of shares of Common Stock held by such Fully-Exercising Purchaser bears to the total number of shares of Common Stock held by all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares; (iii) if all Additional Securities which the Purchasers are offered for sale entitled to other purchasersobtain pursuant to subsection 4(e)(ii) are not elected to be obtained as provided in subsection 4(e)(ii) hereof, up the Company may, during the 75-day period following the expiration of the period provided in subsection 4(e)(ii) hereof, offer the remaining unsubscribed portion of such Additional Securities to its then pro rata interest any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Purchasers in each case, prior accordance herewith; (iv) the participation right in this Section 4(e) shall not be applicable to giving effect to (i) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors, (ii) the issuance of securities in connection with a bona fide underwritten public offering at an offering price per share (prior to underwriter's commissions and discounts) of not less than $5.10 per share (as adjusted to reflect any stock dividends, distributions, combinations, reclassifications and other similar transactions effected by the Corporation in respect to its Common Stock) that results in total proceeds to the Company shall provide notice to BV of at least $40,000,000, (the “Rights Notice”iii) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate Preferred Shares, (iv) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures (including, without limitation, such transactions with major pharmaceutical labs or life sciences companies), the primary purpose of which, in the subscription for Additional Securities. BV reasonable judgment of the Board of Directors, is not to raise additional capital, (v) the issuance of securities pursuant to any equipment financing from a bank or similar financial or lending institution approved by the Board of Directors, or (vi) any issuance of securities as to which the holders of a majority of the then outstanding Preferred Shares shall give notice have executed a written waiver of the rights contained in this Section 4(e). (an “Acceptance Notice”v) the participation right set forth in this Section 4(e) may not be assigned or transferred, except that such right is assignable by each Purchaser to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the Company not later than 5:00 p.m. (Vancouver time) on meaning of the fifth business day following the receipt of Securities Act, controlling, controlled by or under common control with, any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionPurchaser.

Participation Right. 7.01 If at any Subject to the terms and conditions specified in this Section 2.1, the Company hereby grants to the Investor a purchase right with respect to future sales by the Company of its Capital Securities (as hereinafter defined) occurring prior to a Qualified Initial Public Offering. The Investor shall be entitled to apportion the purchase right hereby granted it among itself and its affiliates in such proportions as it deems appropriate. Each time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Capital Securities”) other than, the Company shall first make an offering of 50% of such Capital Securities to the Investor in accordance with the following provisions: (a) pursuant to The Company shall give the exercise of any stock options granted under Investor written notice (a "Company Sales Notice") stating (i) the Company’s stock option plan; or's bona fide intention to offer such Capital Securities, (ii) the number of such Capital Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Capital Securities. (b) Within ten (10) Business Days after receipt of a Company Sales Notice, the Investor shall give the Company a written notice (an "Investor Purchase Notice") setting forth the number of such Capital Securities the Investor is willing to purchase. The Capital Securities purchased by the Investor under this subsection (b) shall be purchased at the price and on the terms specified in the Company Sales Notice at a closing to be held within forty (40) Business Days after the delivery of the Company Sales Notice. Such date shall be specified by the Company in a written notice delivered to the Investor at least ten (10) Business Days prior thereto. The price and other terms upon which the Capital Securities shall be purchased shall include the purchase of any other debt or equity securities proposed to be sold by the Company in the same transaction. Without prejudice to the Investor's rights to purchase 50% of such Capital Securities pursuant to this provision, the exercise Company may consummate the sale of the Capital Securities proposed to be sold to the third party on the terms set forth in the Company Sales Notice at any share purchase warrants issued pursuant time after delievering the Company Sales Notice to previously-completed private placements; orthe Investor. (c) for property interests other than money; BV shall have If the right Investor does not elect, in accordance with Section 2.1(b), to subscribe for obtain all the Capital Securities that the Investor is entitled to obtain pursuant to this Section 2.1, the Company may, during the one hundred twenty (120) day period following the expiration of the period provided in Section 2.1(b) hereof, offer the remaining unsubscribed portion of such Capital Securities to any Person or Persons at a price not less than, and purchase (directly or through an affiliate) Additional Securitiesupon terms no more favorable to the offeree than, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest those specified in the issued and outstanding common shares of Company Sales Notice with respect thereto. If the Company, in each case, prior to giving effect to Company does not enter into an agreement for the issuance or sale of such Additional Capital Securities within such period, or if such agreement is not consummated within thirty (30) days of the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01execution thereof, the Company right provided hereunder shall provide notice be deemed to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional be revived and such Capital Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) not be offered unless first reoffered to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate Investor in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionaccordance herewith.

Participation Right. 7.01 If Pursuant to the terms of this Section 10, Company hereby grants Investor a right of participation with respect to any financing by Company (whether debt, debt with equity features, convertible debt, common stock, preferred stock, warrants, or any other type of financing) (a “Financing Transaction”) that Company proposes to enter into at any time after during the Effective period beginning on the Initial Closing Date hereof and for so long as ending on the date that all of Company’s obligations hereunder, under the New Note and under any Advance is outstandingissued Additional Note are paid and performed in full; provided, however, that Investor may only elect to participate in acquiring up to 50% of the principal balance of such Financing Transaction. Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant to the exercise shall give written notice of any stock options granted under the Company’s stock option plan; or (b) pursuant such proposed Financing Transaction to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities Investor (the “Maximum Additional SecuritiesFinancing Notice”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Financing Notice shall provide identify the same information to BV regarding proposed parties and the particulars terms of the issuance or sale proposed Financing Transaction. Investor shall then have a period of five (5) calendar days from receipt of the Additional Securities as is provided Financing Notice to other persons proposing notify Company whether Investor elects to exercise its right to participate in up to 50% of the subscription for Additional Securitiesproposed Financing Transaction upon the same terms as the proposed Financing Transaction. BV If Investor elects not to exercise its right to participate, Company and the proposed parties shall give notice have a period of sixty (an “Acceptance Notice”60) calendar days to consummate the Company not later than 5:00 p.m. (Vancouver time) proposed Financing Transaction on the fifth business day following terms set forth in the receipt Financing Notice. In such case, if the Financing Transaction is not consummated within such period or if the terms of any Rights the proposed Financing Transaction change from those set forth in the applicable Financing Notice, setting out Company shall again submit the number of Additional Securities, if any, up Financing Transaction to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled Investor before consummating it so that Investor may exercise its right to participate with respect thereto pursuant to this subsection. If Investor elects to exercise its right of participation with respect to any proposed Financing Transaction, Company shall diligently proceed to consummate its portion of the Financing Transaction with Investor on the terms identified in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities Financing Notice and shall be entitled within a timeframe reasonably acceptable to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionboth Investor and Company.

Participation Right. 7.01 If at Subject to the terms and conditions specified in this Article XIII, [until the second anniversary of the Issuance Date,] the holders of shares of Series A Preferred Stock shall have a right to participate with respect to the issuance or possible issuance of any time after equity or equity-linked securities or debt which is convertible into equity or in which there is an equity component (as the Effective Date hereof and for so long as any Advance is outstandingcase may be, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) on the same terms and conditions as offered by the Corporation to the other thanpurchasers of such Additional Securities. Each time the Corporation proposes to offer any Additional Securities, the Corporation shall make an offering of such Additional Securities to each holder of shares of Series A Preferred Stock in accordance with the following provisions: (i) The Corporation shall deliver a notice (the “Issuance Notice”) to the holders of shares of Series A Preferred Stock stating (a) pursuant its bona fide intention to the exercise of any stock options granted under the Company’s stock option plan; or offer such Additional Securities, (b) pursuant the number of such Additional Securities to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or be offered, (c) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (d) the anticipated closing date of the sale of such Additional Securities. (ii) By written notification received by the Corporation, within 10 business days after giving of the Issuance Notice, any holder of shares of Series A Preferred Stock may elect to purchase or obtain, at the price and on the terms specified in the Issuance Notice up to that number of such Additional Securities which equals such holder’s Pro Rata Amount (as defined below). The “Pro Rata Amount” for property interests other than money; BV any given holder of shares of Series A Preferred Stock shall have equal that portion of the Additional Securities that the Corporation proposes to offer which equals the proportion that the number of shares of Common Stock that such holder owns or has the right to subscribe acquire bears to the total number of shares of Common Stock then outstanding (assuming in each case the full conversion, exercise or exchange of all Convertible Securities and Purchase Rights then outstanding); provided, however, that in the event that any such holder exercises its right to pay the consideration for and purchase the Additional Securities purchasable hereunder with shares of Series A Preferred Stock (directly as provided in Paragraph B below), then such holder’s Pro Rata Amount shall be increased (but not decreased) to the extent necessary to equal (x) such number of shares of Common Stock (if the Additional Securities being issued are Common Stock) or through an affiliate(y) that number of Additional SecuritiesSecurities as are convertible into or exercisable or exchangeable for such number of shares of Common Stock (if the Additional Securities being issued are Convertible Securities or Purchase Rights), as is obtained by dividing (a) the Redemption Amount attributable to such holder’s shares of Series A Preferred Stock being redeemed by (b) (i) the price per share at which such Common Stock is being issued (if the Additional Securities being issued are Common Stock) or (ii) the conversion, exercise or exchange price at which such Additional Securities are offered convertible into or exercisable or exchangeable for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of Common Stock (if the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (being issued are Convertible Securities or Purchase Rights), and in such event the “Maximum Corporation shall be obligated to sell such number of Additional Securities”). 7.02 If Securities to each such holder, even if the Company intends to authorize and/or issue aggregate Pro Rata Amount for all such holders exceeds the aggregate amount of Additional Securities that give rise the Corporation had initially proposed to BV’s rights pursuant offer. The Corporation shall promptly, in writing, inform each holder of shares of Series A Preferred Stock which elects to paragraph 7.01, purchase all of the Company shall provide notice Additional Shares available to BV it (the “Rights NoticeFully-Exercising Holder”) no less than six business days before of any other holder’s failure to do likewise. During the date on which the Company intends five-day period commencing after such information is given, each Fully-Exercising Holder shall be entitled to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale obtain that portion of the Additional Securities as for which the holders of shares of Series A Preferred Stock were entitled to subscribe but which were not subscribed for by such holders which is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) equal to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out proportion that the number of Additional Securities, if any, up shares of Series A Preferred Stock held by such Fully-Exercising Holder bears to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the total number of Additional Securities specified in shares of Series A Preferred Stock held by all Fully-Exercising Holders who wish to purchase any of the Acceptance Notice under such subscriptionunsubscribed shares.

Participation Right. 7.01 If at Subject to the terms and conditions specified in this Section 4(d), until the third anniversary of the date hereof, the Purchasers shall have a right to participate in any issuance by the Company of (i) equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("Additional Securities") on the same terms and conditions as offered by the Company to the other purchasers of such Additional Securities. Each time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant The Company shall deliver a notice (the "Notice") to the Purchasers, at least ten (10) business days prior to the date on which it proposes to offer such Additional Securities, stating (A) its bona fide intention to offer such Additional Securities, (B) the number of such Additional Securities to be offered, (C) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (D) the anticipated closing date of the sale of such Additional Securities. (ii) Each Purchaser shall have the right, exercisable by delivering written notice to such effect to the Company within five business (5) days after such Purchaser's receipt of the Notice, to purchase, at the price and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of Conversion Shares that such Purchaser then owns or has the right to acquire (upon conversion of the Notes) bears to the total number of shares of Common Stock then outstanding (assuming full conversion, exercise or exchange of all convertible, exercisable or exchangeable securities then outstanding). The Company shall promptly, in writing, inform each Purchaser that elects to purchase all of the Additional Shares available to it (each, a "Fully-Exercising Purchaser") of any stock options granted under other Purchaser's failure to do likewise, and, during the Company’s stock option plan; or (b) pursuant five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to purchase up to that portion of the Additional Securities for which the Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers which is equal to the exercise proportion that the number of any share shares of Conversion Shares that such Fully-Exercising Purchaser then owns or has the right to acquire (upon conversion of the Notes) bears to the total number of shares of Conversion Shares that all Fully-Exercising Purchasers who wish to purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall some of the unsubscribed shares then own or have the right to subscribe for and acquire (upon conversion of the Notes). (iii) If all Additional Securities which the Purchasers are entitled to purchase pursuant to this Section 4(d) are not purchased as provided herein, the Company may, during the 75-day period following the expiration of the 5-day period (directly or through an affiliateand, if necessary, such additional five-day period) Additional Securitiesprovided in clause (ii), at offer the price at which remaining unsubscribed portion of such Additional Securities are offered for sale to other purchasersany person at a price not less than, up and upon terms no more favorable to its then pro rata interest the offeree than, as specified in the issued and outstanding common shares of Notice. If the Company, in each case, prior to giving effect to Company does not consummate the issuance or sale of such Additional Securities (within such period, the “Maximum right provided hereunder shall be deemed to be revived and such Additional Securities”)Securities shall not be offered or sold unless first reoffered to the Purchasers in accordance herewith. 7.02 If (iv) Notwithstanding the foregoing, the participation rights granted in this Section 4(d) shall not be applicable to: (A) the issuance of shares of Common Stock upon the exercise or conversion of the Company's options, warrants or convertible securities outstanding as of the date hereof and disclosed in Section 3(c) of the Disclosure Schedule in accordance with the terms of such options, warrants or other securities as in effect on the date hereof; (B) the grant of options to purchase Common Stock, with exercise prices not less than the market price of the Common Stock on the date of grant, or the grant of restricted shares of Common Stock, in each case which are issued to employees, officers, directors or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01an equity compensation plan approved by the Company's Board of Directors, and the issuance of shares of Common Stock upon the exercise of any such options; (C) the issuance of securities pursuant to a bona fide underwritten public offering; (D) the issuance of the Notes, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars Conversion Shares upon conversion of the Notes; or (E) the issuance or sale of the Additional Securities as is provided to other persons proposing to participate securities in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth a bona fide business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionacquisition.

Participation Right. 7.01 (a) If the Company issues any Common Shares or Subject Securities other than pursuant to an Exempt Issuance (any such issuance, a "Subsequent Offering"), then the Company shall promptly, and, in any event within three Business Days following the public announcement of such Subsequent Offering, provide a written notice (the "Subsequent Offering Notice") to the Investor setting out: (i) the number of Common Shares or Subject Securities issued or contemplated to be issued in connection with the Subsequent Offering at the time and the total number of Common Shares and Subject Securities issued and outstanding as of the close of business on the Business Day immediately preceding the Subsequent Offering Notice; (ii) the material terms and conditions of any time after Subject Securities issued or contemplated to be issued in connection with the Effective Date hereof and for so long as Subsequent Offering at the time, including any Advance is outstandingterm sheets or offer sheets, if any; (iii) to the extent known, the subscription price per Common Share or Subject Security issued or to be issued in connection with the Subsequent Offering; and (iv) the proposed closing date for the issuance of Common Shares or Subject Securities to the Investor, assuming the Investor exercises its Participation Rights, which closing date shall be the later of (A) 10 days following the date of the Subsequent Offering Notice, (B) the closing date set for the Subsequent Offering, (C) if shareholder approval is required under Applicable Laws for the Company proposes to issue complete the issuance of Common Shares or sell any common shares Subject Securities to the Investor pursuant to its exercise of its Participation Rights, the Business Day following receipt of such shareholder approval, or convertible securities (“Additional Securities”D) such other thandate as the Company and the Investor may agree. (b) Subject to the receipt by the Company of all required regulatory approvals and compliance with Applicable Laws, the Investor shall have the right (the "Participation Right"), upon providing notice to the Company within three Business Days following receipt of the Subsequent Offering Notice that it intends to exercise its Participation Right, in whole or in part, to subscribe for and to be issued, on a private placement basis, and otherwise substantially on the terms and conditions of such Subsequent Offering: (ai) in the case of a Subsequent Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain its Pro-Rata Portion held immediately prior to the completion of the Subsequent Offering; and (ii) in the case of a Subsequent Offering of Subject Securities, up to such number of Subject Securities that will (assuming the conversion, redemption, exercise or exchange of all Subject Securities issuable in connection with the Subsequent Offering and of all Subject Securities issuable pursuant to the Participation Right) allow the Investor to maintain its Pro-Rata Portion held immediately prior to the completion of the Subsequent Offering, in each case, for greater certainty, after giving effect to any Common Shares or Subject Securities acquired by the Investor or any of its affiliates as part of the Subsequent Offering, other than pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; orParticipation Right. (c) for property interests The Company covenants and agrees to promptly use all commercially reasonable efforts, including, but not limited to, promptly making all required filings with any Exchange or applicable securities regulatory commission and paying all fees in connection therewith, to obtain any Exchange or other than money; BV shall have the right regulatory approvals required to subscribe for and purchase (directly issue Common Shares or through an affiliate) Additional Securities, at the price at which such Additional Subject Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (Investor pursuant to the “Maximum Additional Securities”). 7.02 Participation Right. If the Company intends is required by the Exchange or otherwise to authorize and/or issue Additional seek Shareholder approval for the issuance of Common Shares or Subject Securities to the Investor in the Subsequent Offering pursuant to the Participation Right, then the Company may complete that portion of the Subsequent Offering that the Exchange will permit without Shareholder approval provided that the Investor subscribes for and is issued at that time the lesser of: (i) a pro rata portion of the maximum number of Common Shares or Subject Securities that give rise the Investor wishes to BV’s rights purchase in the Subsequent Offering pursuant to paragraph 7.01the Participation Right based on the size of the issuance that the Company is entitled to complete without obtaining Shareholder approval; and (ii) the maximum number of Common Shares or Subject Securities that the Exchange will permit the Company to issue in the Subsequent Offering to the Investor without obtaining Shareholder approval, and the Company shall call and hold a meeting of Shareholders to consider the subscription and issuance of the balance of the Common Shares or Subject Securities in the Offering that are subject to the Participation Right as soon as reasonably practicable, and, in any event, such meeting shall be held within 60 days after the date that the Company is advised that it will require Shareholder approval. In connection with such meeting of Shareholders (or any adjournment or postponement thereof), unless inconsistent with the fiduciary duties of the Board of Directors, management of the Company shall recommend that Shareholders vote in favour of such share issuance to the Investor and shall vote their Common Shares in respect of which management is granted a discretionary proxy in favour of such share issuance to the Investor. If Shareholder approval for such issuance is obtained, the Company shall provide notice will issue to BV (the “Rights Notice”) no less than six business days before Investor, and the date on which Investor will pay for, the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars issuance of the issuance remaining Common Shares or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Subject Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled Subsequent Offering pursuant to subscribe the Participation Right on the Business Day following receipt of such Shareholder approval. If, however, Shareholder approval for the number issuance of Additional Common Shares or Subject Securities specified in the Acceptance Notice under Subsequent Offering pursuant to the Participation Right is not obtained at such subscriptionmeeting, the Investor shall lose such Participation Right in respect of such Subsequent Offering, provided, however, that the provisions of this Article 6 shall again apply to the Investor on a new Subsequent Offering. (d) The Company covenants and agrees not to announce nor complete a Subsequent Offering during the period commencing on the Closing and ending six months thereafter where the subscription price with respect to such Subsequent Offering is less than 125% of the weighted average subscription price of all Financings completed principally with institutional investors and accredited investors that are arm's length investors prior to the Closing, without the prior written consent of the Investor. (e) The provisions of this Article 6 shall apply if at the time of the proposed Subsequent Offering the Investor: (i) beneficially owns at least 15% of the Common Shares; or (ii) has not sold 50% of the Common Shares beneficially owned by the Investor on the effective date of the RTO (excluding, for certainty, sales to affiliates).

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant In the event that any Selling Stockholder is free to Transfer Shares to a Third Party under Section 2.4, the exercise of any stock options granted under Preferred Stockholders holding at least the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV Requisite Holdings shall have the right to subscribe for and require the Third Party to purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares from each of the Company, in each case, prior to giving effect to Preferred Stockholders a portion of the issuance or sale of Shares held by such Additional Securities Participating Stockholder (as hereinafter defined) (the “Maximum Additional SecuritiesAmount”). 7.02 If ) derived by multiplying (a) the Company intends aggregate number of Shares of the Selling Stockholder which the Selling Stockholder proposes to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01Transfer by (b) a fraction, the Company shall provide notice to BV numerator of which is the number of Shares held by the Participating Stockholder and the denominator of which is the number of Shares held by the Selling Stockholder and all Participating Stockholders (the “Rights NoticeParticipation Right”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 ). The Rights Notice shall provide the same information to BV regarding the particulars terms and conditions of the issuance or sale of by the Additional Securities as is provided to other persons proposing to participate in Preferred Stockholders exercising the subscription for Additional Securities. BV shall give notice Participation Right (an “Acceptance NoticeParticipating Stockholders”) to the Company Third Party shall be identical to the terms and conditions of the sale by the Selling Stockholder to the Third Party. The Selling Stockholder shall, not later less than 5:00 p.m. 30 days prior to the earliest reasonably anticipated closing date of such proposed Transfer, notify each Preferred Stockholder in writing of such proposed Transfer, which notice shall set forth (Vancouver timei) on that the fifth business day Selling Stockholder proposes to Transfer Shares, (ii) the Shares proposed to be Transferred, (iii) the name and address of the Third Party, (iv) the proposed purchase price (which must be payable in cash) and terms and conditions of payment offered by the Third Party, (v) the closing date of such proposed purchase and (vi) a representation that the Third Party has been informed of the Participation Right provided for in this Section 2.5 and has agreed to purchase the shares of Transfer Stock in accordance with the terms hereof. (b) The Participation Right may be exercised by any Preferred Stockholder by delivery of a written notice to any Selling Stockholder (the “Participation Notice”) within ten (10) days following receipt by such Preferred Stockholder of the receipt of any Rights Notice, setting out notice delivered by the Selling Stockholders pursuant to Section 2.5(a). The Participation Notice shall state the number of Additional Securities, if any, up such Participating Stockholder’s Shares that such Participating Stockholder proposes to include in such Transfer to the Third Party (which may not exceed the Maximum Additional SecuritiesAmount) and shall include an undertaking by such Participating Stockholder to Transfer and deliver such Shares upon the terms and conditions and on the earliest anticipated closing date, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in each case as specified in the subscription for Additional Securities in notice by the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for Selling Stockholder. To the extent one or more Preferred Stockholders exercises the Participation Right, the number of Additional Securities Shares that the Selling Stockholder may Transfer to the Third Party shall be correspondingly reduced. Each Participating Stockholder shall become a party to and execute, at the reasonable request of the Selling Stockholder, any customary agreements effecting the Transfer of the Shares to be sold in connection with the exercise of Participation Rights (so long as the Selling Stockholder is subject to agreements containing the same terms with respect to the Transfer of their shares of Transfer Stock); provided that in no event shall the Participating Stockholders be required to make any representations and warranties (i) jointly and severally with any other Stockholder or (ii) other than reasonable and customary representations and warranties as to ownership, enforceability and authority to sell the subject Shares; provided further, that other than in the case of fraud of such Participating Stockholder in no event shall any Participating Stockholder be required to agree to any indemnification obligations pursuant to any such agreement that could result in liability to such Participating Stockholder in excess of the consideration received by such Participating Stockholder in connection with such Transfer. (c) If the Selling Stockholder receives one or more Participation Notices and the Third Party does not purchase Shares from such Participating Stockholders on the same date as Shares are to be sold by the Selling Stockholder and upon the same terms and conditions as specified in the Acceptance notice by the Selling Stockholder, the Selling Stockholder shall not be permitted to Transfer any Shares to the Third Party in the proposed Transfer. If the Selling Stockholder does not receive any Participation Notice under during the ten (10) day period referred to above, the Selling Stockholder shall have the right, for a thirty (30) day period after the expiration of the 10-day period referred to above, to enter into a binding contract to Transfer the Shares specified in the notice by the Selling Stockholders on terms and conditions no more favorable to the Selling Stockholder than those stated in the Participation Notice and in accordance with the provisions of this Section 2.5; provided, however, that the closing of such subscriptionTransfer shall occur within one hundred twenty (120) days of the date of such contract.

Participation Right. 7.01 If at any time Subject to the terms and conditions specified in this Section 4(e), for a period of one year after the Effective Date hereof date that the registration statement (as defined in the Registration Rights Agreement) the Company is required to file pursuant to Section 2(a) of the Registration Rights Agreement is declared effective, the Purchasers shall have a right to participate with respect to (i) future equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("Additional Securities") on the same terms and for so long conditions as any Advance is outstanding, offered by the Company to the other purchasers of such Additional Securities. Each time the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant the Company shall deliver a notice (the "Notice") to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (ii) by written notification received by the Company’s stock option plan; or , within seven (b7) pursuant days after giving of the Notice, any Purchaser may elect to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securitiesobtain, at the price at which and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of shares of Common Stock purchased by such Purchaser pursuant to the terms hereof bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities then outstanding). The Company shall promptly, in writing, inform each Purchaser which elects to purchase all of the Additional Shares available to it ("Fully-Exercising Purchaser") of any other Purchaser's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Additional Securities for which the Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers which is equal to the proportion that the number of shares of Common Stock held by such Fully-Exercising Purchaser bears to the total number of shares of Common Stock held by all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares; (iii) if all Additional Securities which the Purchasers are offered for sale entitled to other purchasersobtain pursuant to subsection 4(e)(ii) are not elected to be obtained as provided in subsection 4(e)(ii) hereof, up the Company may, during the 60-day period following the expiration of the period provided in subsection 4(e)(ii) hereof, offer the remaining unsubscribed portion of such Additional Securities to its then pro rata interest any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Purchasers in each case, prior accordance herewith; (iv) the participation right in this Section 4(e) shall not be applicable to giving effect to (i) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors, (ii) the issuance of securities in connection with a bona fide underwritten public offering that results in total proceeds to the Company shall provide notice to BV of at least $25,000,000, (the “Rights Notice”iii) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate Notes, or (iv) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures (the primary purpose of which, in the subscription for Additional Securities. BV shall give notice reasonable judgment of the Board of Directors, is not to raise additional capital). (an “Acceptance Notice”v) the participation right set forth in this Section 4(e) may not be assigned or transferred, except that such right is assignable by each Purchaser to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the Company not later than 5:00 p.m. (Vancouver time) on meaning of the fifth business day following the receipt of Securities Act, controlling, controlled by or under common control with, any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionPurchaser.

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding(a) Subject to Section 4.2, the Company proposes Parent agrees that if the Parent issues for cash consideration any Common Shares or other securities that are convertible into or exchangeable for Common Shares (such securities other than Common Shares, collectively, "Subject Securities"), other than pursuant to issue an Exempt Issuance (any such issuance, a "Subsequent Offering"), then the Parent shall, promptly following the announcement of such Subsequent Offering, provide a written notice (the "Subsequent Offering Notice") to the Investors setting out: (i) the number of Common Shares or sell Subject Securities issued or to be issued; (ii) the material terms and conditions of any common shares Subject Securities issued or convertible securities to be issued; (“Additional Securities”iii) the subscription price per Common Share or Subject Security issued or to be issued by the Parent under such Subsequent Offering, as applicable; and (iv) the proposed closing date for the issuance of Common Shares or Subject Securities to the Investors, assuming exercise of the Participation Right by the Investors, which closing date shall be at least 10 days following the date of such notice, or such other thandate as the Parent and the Investors may agree. (b) Subject to Section 4.1(c) and the receipt of all required regulatory approvals and compliance with applicable Laws, the Parent agrees that the Investors have the right (the "Participation Right"), upon receipt of a Subsequent Offering Notice, to subscribe for and to be issued, on a private placement basis, and substantially on the terms and conditions of such Subsequent Offering: (ai) in the case of a Subsequent Offering of Common Shares, such number of Common Shares that will allow the Investors to maintain the As-Exchanged Ownership of the Investors immediately prior to completion of the Subsequent Offering; and (ii) in the case of a Subsequent Offering of Subject Securities, such number of Subject Securities that will (assuming conversion or exchange of all of the convertible or exchangeable Subject Securities issued in connection with the Subsequent Offering and the convertible or exchangeable Subject Securities issuable pursuant to this Section 4.1) allow the Investors to maintain the As- Exchanged Ownership of the Investors immediately prior to the completion of the Subsequent Offering, (iii) in each case, for greater certainty, after giving effect to any Common Shares or Subject Securities acquired by the Investors or any Affiliate thereof as part of the Subsequent Offering, other than pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; orParticipation Right. (c) for property interests other than money; BV If the Investors wish to exercise the Participation Right in respect of a particular Subsequent Offering, the Investors shall have give written notice to the right to subscribe for and purchase Parent (directly or through an affiliatethe "Exercise Notice") Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale exercise of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars right and of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Common Shares or Subject Securities, if anyas applicable, up that the Investors wishes to purchase (subject to the Maximum Additional Securitieslimits prescribed by Section 4.1(b)), which BV intends to subscribe for and purchase. Following within five days after the date of receipt of an Acceptance the Subsequent Offering Notice (the "Exercise Notice Period"), failing which the Investors will not be entitled to exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice of the Investors shall set forth the aggregate number of each class of securities of the Parent owned or controlled by each Investor as of the date of such Exercise Notice, BV . The Investors shall be entitled to participate allocate the Common Shares or Subject Securities to be acquired pursuant to this Section 4.1 among the Investors as specified by the Investors in the Exercise Notice (the "Investor Allocation"). (d) If the Parent receives a valid Exercise Notice from the Investors within the Exercise Notice Period, then the Parent shall issue to the Investors in accordance with the Investor Allocation against payment of the subscription for Additional Securities price payable in respect thereof, that number of Common Shares or Subject Securities, as applicable, set forth in the same manner as Exercise Notice, subject to the receipt and continued effectiveness of all required regulatory and other persons subscribing for Additional approvals on terms and conditions satisfactory to the Parent, acting reasonably, which approvals the Parent shall use reasonable commercial efforts to obtain, and subject to compliance with applicable Laws and to the limits prescribed by Section 4.1(b) and provided that such issuance can be legally effected without the requirement to file any additional prospectus or registration statement under applicable Securities and shall be entitled to subscribe for Laws. (e) The closing of the number exercise of Additional Securities specified the Participation Right by the Investors will take place on the date set out in the Acceptance Subsequent Offering Notice. If the closing of the exercise of the Participation Right has not been completed by the end of the applicable period (or such earlier or later date as the parties may agree), provided that the Parent has used its reasonable commercial efforts to obtain all required regulatory and other approvals, then the Exercise Notice under will be deemed to have been irrevocably withdrawn and the Parent will have no obligation to issue any Common Shares or Subject Securities, as applicable, pursuant to such subscriptionexercise of the Participation Right. (f) If the Parent is paying the costs and expenses incurred by purchasers of Common Shares or Subject Securities (other than the Investors) in connection with any Subsequent Offering, the Parent shall a proportionate amount of the costs and expenses incurred by the Investors in connection with such Subsequent Offering, on substantially similar terms.

Participation Right. 7.01 If at Subject to the terms and conditions specified in this Section 5, until the third anniversary of the Issuance Date, the holders of shares of Preferred Stock shall have a right to participate with respect to the issuance or possible issuance of any equity or equity-linked securities or debt which is convertible into equity or in which there is an equity component, including, but not limited to, any additional issuance of Preferred Stock, (as the case may be, "Additional Shares"), on the same terms and conditions as offered by the Company to the other purchasers of such Additional Shares. Each time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell offer any common Additional Shares, the Company shall make an offering of such Additional Shares to each holder of shares or convertible securities (“Additional Securities”) other thanof Preferred Stock in accordance with the following provisions: (i) The Company shall deliver a notice (the "Issuance Notice") to the holders of shares of Preferred Stock stating (a) pursuant its bona fide intention to the exercise of any stock options granted under the Company’s stock option plan; or offer such Additional Shares, (b) pursuant the number of such Additional Shares to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or be offered, (c) for property interests the price and terms, if any, upon which it proposes to offer such Additional Shares, and (d) the anticipated closing date of the sale of such Additional Shares. (ii) By written notification received by the Company, within 20 business days after giving of the Issuance Notice, any holder of shares of Preferred Stock may elect to purchase or obtain, at the price and on the terms specified in the Issuance Notice (provided that if the price is to be paid in whole or in part in consideration other than money; BV cash, the holders of Preferred Stock exercising their rights hereunder shall have the option to pay such consideration in cash equal to the fair market value of such non-cash consideration (valued in accordance with the method set forth in Article XI.D(ii)(f) of the Certificate of Designation, up to that number of such Additional Shares which equals such holder's Pro Rata Amount (as defined below). The "Pro Rata Amount" for any given holder of shares of Preferred Stock shall equal that portion of the Additional Shares that the Company proposes to offer which equals the proportion that the number of shares of Common Stock that such holder owns or has the right to subscribe acquire (without giving effect to the limitations contained in Article IV.D of the Certificate of Designation) bears to the total number of shares of Common Stock then outstanding (assuming in each case the full conversion, exercise or exchange of all Convertible Securities and Purchase Rights then outstanding); provided, however, that in the event that any such holder exercises its right to pay the consideration for and purchase the Additional Shares purchasable hereunder with shares of Preferred Stock increased (directly but not decreased) to the extent necessary to equal (x) such number of shares of Common Stock (if the Additional Shares being issued are Common Stock) or through an affiliate(y) that number of Additional SecuritiesShares as are convertible into or exercisable or exchangeable for such number of shares of Common Stock (if the Additional Shares being issued are Convertible Securities or Purchase Rights), as is obtained by dividing (a) the Redemption Amount attributable to such holder's shares of Preferred Stock being redeemed by (b)(i) the price per share at which such Common Stock is being issued (if the Additional Shares being issued are Common Stock) or (ii) the conversion, exercise or exchange price at which such Additional Securities Shares are offered convertible into or exercisable or exchangeable for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of Common Stock (if the CompanyAdditional Shares being issued are Convertible Securities or Purchase Rights), and in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, event the Company shall provide notice be obligated to BV (sell such number of Additional Shares to each such holder, even if the “Rights Notice”) no less than six business days before aggregate Pro Rata Amount for all such holders exceeds the date on which aggregate amount of Additional Shares that the Company intends had initially proposed to issue Additional Securities giving rise offer. The Company shall promptly, in writing, inform each holder of shares of Preferred Stock which elects to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale purchase all of the Additional Securities as is provided Shares available to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice it (an “Acceptance Notice”"Fully-Exercising Holder") to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Noticeother holder's failure to do likewise. During the five-day period commencing after such information is given, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV each Fully-Exercising Holder shall be entitled to participate in obtain that portion of the subscription Additional Shares for Additional Securities in which the same manner as other persons subscribing for Additional Securities and shall be holders of shares of Preferred Stock were entitled to subscribe but which were not so subscribed for by such holders which is equal to the proportion that the number of Additional Securities specified in shares of Preferred Stock held by such Fully-Exercising Holder bears to the Acceptance Notice under such subscriptiontotal number of shares of Preferred Stock held by all Fully-Exercising Holders who wish to purchase any of the unsubscribed shares.

Participation Right. 7.01 If at any Subject to the terms and conditions specified in this Section 4(q), for twelve months following the Closing Date, the Purchasers shall have a right to participate with respect to the issuance or possible issuance of (i) future equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("ADDITIONAL SECURITIES") on the same terms and conditions as offered by the Company to the other purchasers of such Additional Securities. Each time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant the Company shall deliver a notice (the "NOTICE") to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (ii) by written notification received by the Company, within fifteen (15) days after giving of the Notice, any Purchaser may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Additional Securities which equals one-half multiplied by the proportion that the subscription amount of such Purchaser for the Units (as set forth on such Purchaser's Execution Page) bears to the aggregate subscription amount of all Purchasers for the Units, provided, however, that if the terms set forth in the Notice contemplate consideration for such Additional Securities to be paid in a form other than cash, any Purchaser may elect to purchase or obtain such Additional Securities at a price equal to the fair market value of the consideration set forth in the Notice, as reasonably determined by the Board of Directors. The Company shall promptly, in writing, inform each Purchaser that elects to purchase all of the Additional Securities available to it ("FULLY-EXERCISING PURCHASER") of any stock options granted under other Purchaser's failure to do likewise. During the Company’s stock option plan; or (b) pursuant five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Additional Securities for which the Purchasers were entitled to subscribe but that were not subscribed for by the Purchasers that is equal to the exercise proportion that the number of any share purchase warrants issued pursuant to previouslyshares of Common Stock that such Fully-completed private placements; or (c) for property interests other than money; BV shall Exercising Purchaser would have the right to subscribe for and acquire (assuming the full conversion of such Purchaser's shares of Preferred Stock into Conversion Shares) bears to the total number of shares of Common Stock that all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares would have the right to acquire (directly assuming the full conversion, without any limitations or through an affiliaterestrictions, of such Purchasers' shares of Preferred Stock into Conversion Shares); (iii) if all Additional SecuritiesSecurities that the Purchasers are entitled to obtain pursuant to subsection 4(q)(ii) are not elected to be obtained as provided in subsection 4(q)(ii) hereof, at the price at which Company may, during the 90-day period following the expiration of the period provided in subsection 4(q)(ii) hereof, offer the remaining unsubscribed portion of such Additional Securities are offered for sale to other purchasersany person or persons at a price not less than, up and upon terms no more favorable to its then pro rata interest the offeree than, those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Purchasers in each case, prior accordance herewith; (iv) the participation right in this Section 4(q) shall not be applicable to giving effect to (i) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors and the stockholders, (ii) upon conversion of any convertible securities outstanding as of Closing and as disclosed in Section 3(c) of the Disclosure Schedule, (iii) the issuance of securities in connection with a bona fide public offering at an offering price per share (prior to underwriter's commissions and discounts) of not less than the Conversion Price (as such term is defined in the Certificate of Designation) (as adjusted to reflect any stock dividends, distributions, combinations, reclassifications and other similar transactions effected by the Corporation in respect to its Common Stock) that is underwritten by a nationally recognized underwriting firm and results in net proceeds to the Company shall provide notice to BV of at least twenty-five million dollars (the “Rights Notice”$25,000,000), (iv) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate Preferred Stock, (v) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures, the primary purpose of which, in the subscription for Additional Securities. BV reasonable judgment of the Board of Directors, is not to raise additional capital, or (vi) any issuance of securities as to which the holders of a majority of the then outstanding shares of Preferred Stock shall give notice have executed a written waiver of the rights contained in this Section 4(q). (an “Acceptance Notice”v) the participation right set forth in this Section 4(q) may not be assigned or transferred, except that such right is assignable by each Purchaser to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the Company not later than 5:00 p.m. (Vancouver time) on meaning of the fifth business day following Securities Act, controlling, controlled by or under common control with, any such Purchaser or to any permitted transferee of the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionPreferred Stock.

Participation Right. 7.01 If at any Subject to the terms and conditions specified in this Section 9.6, for twenty-four months following the Closing Date, the Investor shall have a right to participate with respect to the issuance or possible issuance of (i) future equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("Additional Securities") on the same terms and conditions as offered by the Company to the other purchasers of such Additional Securities. Each time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to the Investor in accordance with the following provisions: (a) pursuant the Company shall deliver a notice (the "Notice") to the exercise Investor stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the Company’s stock option plan; orprice and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (b) pursuant by written notification received by the Company, within ten (10) days after giving of the Notice, the Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of Shares that the Investor and its Affiliates then hold bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of any share all convertible or exercisable securities then outstanding) (a "Pro Rata Portion"); provided, however, that if the terms set forth in the Notice contemplate consideration for such Pro Rata Portion of the Additional Securities to be paid in a form other than cash, the Investor may elect to purchase warrants issued pursuant or obtain such Additional Securities at a price equal to previously-completed private placements; orthe fair market value of the consideration set forth in the Notice, as reasonably determined by the Board of Directors. (c) for property interests other than money; BV shall have if the right Pro Rata Portion of the Additional Securities that the Investor is entitled to subscribe for and purchase (directly or through an affiliateobtain pursuant to Section 9.6(b) Additional Securitiesare not elected to be obtained as provided therein, at the price at which Company may, during the 90-day period following the expiration of the period provided in Section 9.6(b) hereof, offer the remaining unsubscribed portion of such Additional Securities are offered for sale to other purchasersany person or persons at a price not less than, up and upon terms no more favorable to its then pro rata interest the offeree than, those specified in the issued Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and outstanding common shares of such Additional Securities shall not be offered or sold unless first reoffered to the Company, Investor in each case, prior accordance herewith. (d) the participation right in this Section 9.6 shall not be applicable to giving effect to (i) the issuance or sale of such Additional Securities securities (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors and the Company's shareholders, (ii) upon conversion or exercise of any convertible or exercisable securities outstanding as of Closing and as disclosed in the initial capitalization schedule delivered at Closing, (iii) the issuance of shares of Common Stock in connection with a bona fide underwritten public offering, or (iv) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures, the Company shall provide notice to BV (primary purpose of which, in the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars reasonable judgment of the issuance or sale Board of the Additional Securities as Directors, is provided not to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionraise additional capital.

Participation Right. 7.01 If at Subject to the terms and conditions specified in this Section 4(d), until the third anniversary of the date hereof, the Purchasers shall have a right to participate in any issuance by the Company of (i) equity or equity-linked securities, or (ii) debt which is convertible into equity or in which there is an equity component ("ADDITIONAL SECURITIES") on the same terms and conditions as offered by the Company to the other purchasers of such Additional Securities. Each time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant The Company shall deliver a notice (the "NOTICE") to the Purchasers, at least 30 days prior to the date on which it proposes to offer such Additional Securities, stating (A) its bona fide intention to offer such Additional Securities, (B) the number of such Additional Securities to be offered, (C) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (D) the anticipated closing date of the sale of such Additional Securities. (ii) Each Purchaser shall have the right, exercisable by delivering written notice to such effect to the Company within 20 days after such Purchaser's receipt of the Notice, to purchase, at the price and on the terms specified in the Notice, up to that portion of such Additional Securities which equals the proportion that the number of Conversion Shares and Warrant Shares that such Purchaser then owns or has the right to acquire (upon conversion of the Notes and exercise of any stock options granted under the Company’s stock option plan; or (bWarrants) pursuant bears to the total number of shares of Common Stock then outstanding (assuming full conversion, exercise or exchange of all convertible, exercisable or exchangeable securities then outstanding). The Company shall promptly, in writing, inform each Purchaser that elects to purchase all of the Additional Shares available to it (each, a "FULLY-EXERCISING PURCHASER") of any other Purchaser's failure to do likewise, and, during the five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to purchase up to that portion of the Additional Securities for which the Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers which is equal to the proportion that the number of shares of Conversion Shares and Warrant Shares that such Fully-Exercising Purchaser then owns or has the right to acquire (upon conversion of the Notes and exercise of any share the Warrants) bears to the total number of shares of Conversion Shares and Warrant Shares that all Fully-Exercising Purchasers who wish to purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall some of the unsubscribed shares then own or have the right to subscribe for acquire (upon conversion of the Notes and exercise of the Warrants). (iii) If all Additional Securities which the Purchasers are entitled to purchase pursuant to this Section 4(d) are not purchased as provided herein, the Company may, during the 75-day period following the expiration of the 20-day period (directly or through an affiliateand, if necessary, such additional 5-day period) Additional Securitiesprovided in clause (ii), at offer the price at which remaining unsubscribed portion of such Additional Securities are offered for sale to other purchasersany person at a price not less than, up and upon terms no more favorable to its then pro rata interest the offeree than, as specified in the issued and outstanding common shares of Notice. If the Company, in each case, prior to giving effect to Company does not consummate the issuance or sale of such Additional Securities (within such period, the “Maximum right provided hereunder shall be deemed to be revived and such Additional Securities”)Securities shall not be offered or sold unless first reoffered to the Purchasers in accordance herewith. 7.02 If (iv) Notwithstanding the foregoing, the participation rights granted in this Section 4(d) shall not be applicable to: (A) the issuance of shares of Common Stock upon the exercise or conversion of the Company's options, warrants or convertible securities outstanding as of the date hereof and disclosed in Section 3(c) of the Disclosure Schedule in accordance with the terms of such options, warrants or other securities as in effect on the date hereof; (B) the grant of options to purchase Common Stock, with exercise prices not less than the market price of the Common Stock on the date of grant, or the grant of restricted shares of Common Stock, in each case which are issued to employees, officers, directors or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01an equity compensation plan approved by the Company's Board of Directors, and the issuance of shares of Common Stock upon the exercise of any such options; (C) the issuance of securities pursuant to a bona fide underwritten public offering; (D) the issuance of the Notes and the Warrants pursuant hereto, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars Conversion Shares upon conversion of the issuance or sale Notes and the Warrant Shares upon exercise of the Additional Securities as is provided to other persons proposing to participate Warrants; (E) the issuance of securities in a bona fide business acquisition; or (F) the issuance of securities in connection with a strategic business partnership with an oil and gas company, the primary purpose of which, in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) reasonable judgment of the Company's Board of Directors, is not to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionraise additional capital.

Participation Right. 7.01 If at (i) Any non-selling Stockholder who does not exercise all or any time after part of its Purchase Option, or if such Purchase Option is rescinded pursuant to Section 4(d) above, may elect to participate (a Stockholder so electing being herein a "Participating Stockholder") in the Effective Date hereof selling Stockholder's sale of Common Shares to the Purchaser and for any non-selling Stockholders who have exercised their Purchase Option and are purchasing Common Shares, in accordance with this Section 4(g); (ii) Each such non-selling Stockholder shall have the right (the "Participation Right") to Transfer, to the Purchaser and any non-selling Stockholders who have exercised their Purchase Option and are purchasing Common Shares, a number of Common Shares equal to the product of the number of Common Shares proposed to be so long as sold to the Purchaser and any Advance is outstandingnon-selling Stockholders who have exercised their Purchase Option and are purchasing Common Shares times a fraction, the Company proposes numerator of which is the number of Common Shares owned by such non-selling Stockholder (including vested options to issue or sell purchase shares of Common Stock pursuant to the Corporation's 1995 Non-Qualified Stock Option Plan) with respect to which such non-selling Stockholder has exercised Participation Rights and the denominator of which is the sum of the number of Common Shares to be so sold and the number of Common Shares (including vested options to purchase shares of Common Stock pursuant to the Corporation's 1995 Non-Qualified Stock Option Plan) owned by all Participating Stockholders and with respect to which Participation Rights are exercised. The number of Common Shares to be sold by the selling Stockholder to the Purchaser and any common shares or convertible securities (“Additional Securities”) other than: (a) non-selling Stockholders who have exercised the Purchase Option and/or the Second Option shall be reduced by the number of Common Shares to be sold to the Purchaser and any non-selling Stockholders who have exercised their Purchase Option and are purchasing Common Shares by a Participating Stockholder pursuant to the exercise of any stock options granted under the Company’s stock option plan; ora Participation Right; (biii) The Participation Right shall be exercised, if at all, by the Participating Stockholder giving written notice of its exercise of its Participation Right to the selling Stockholder and each of the other non-selling Stockholders within thirty (30) days after the Disposition Notice is given pursuant to Section 4(a). (iv) If the selling Stockholder would retain ownership of any Disposition Securities by reason of the exercise of Participation Rights (such remaining shares being herein the "Excluded Securities"), the selling Stockholder may either (A) rescind all exercises of Participation Rights, reject the offer to the Purchaser and retain ownership of the Disposition Securities, or (B) negotiate with the Purchaser to purchase the Excluded Securities on the terms and conditions contained in the Disposition Notice or on terms and conditions less advantageous to the selling Stockholder. Any such sale of the Excluded Securities to the Purchaser shall again be subject to the provisions of Sections 3 and 4 of this Agreement. A transfer of Common Shares pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV a Participation Right shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect not be subject to the issuance provisions of Section 3 or sale Section 4 of such Additional Securities (the “Maximum Additional Securities”)this Agreement. 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at any time after while the Effective Date hereof and for so long as any Advance is Notes are outstanding, the Company proposes to issue offer, issue, or sell any common shares equity Common Stock or convertible securities Common Stock Equivalents (collectively, “Additional New Issue Securities”) other than), the Company shall first offer the New Issue Securities to the Investors in accordance with the following provisions: (a) pursuant The Company shall give a written notice to each Investor (the exercise “First Notice”) stating (i) its intention to issue the New Issue Securities, (ii) the number and description of any stock options granted under the Company’s stock option plan; orNew Issue Securities proposed to be issued and (iii) the purchase price (calculated as of the proposed issuance date) and the other terms and conditions upon which the Company is offering the New Issue Securities. (b) pursuant Transmittal of the First Notice to the exercise Investors by the Company shall constitute an offer by the Company to sell to each Investor (i) up to its pro rata portion (based upon such Investor’s percentage ownership of the total number of issued and outstanding shares of Common Stock) of the New Issue Securities (the “Basic Amount”) for the price and upon the terms and conditions set forth in the First Notice and (ii) with respect to each Investor that elects to purchase its Basic Amount, any share additional portion of the New Issue Securities attributable to the Basic Amounts of other Investors as such Investor shall indicate it will purchase warrants or acquire should the other Investors subscribe for less than their Basic Amounts (the “Undersubscription Amount”). For a period of ten (10) Trading Days after receipt of the First Notice, each Investor shall have the option, exercisable by written notice to the Company, to accept the Company’s offer as to all or any part of such Investor’s Basic Amount and, if such Investor shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Investor elects to purchase (in either case, the “Notice of Acceptance”). 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 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 Board of Directors to the extent its deems reasonably necessary. If two or more types of New Issue Securities are to be issued pursuant or New Issue Securities are to previously-completed private placements; orbe issued together with other types of securities, including, without limitation, debt securities, in a single transaction or related transactions, the rights to purchase New Issue Securities granted to the Investors under this Section must be exercised to purchase all types of New Issue Securities and such other securities in the same proportion as such New Issue Securities and other securities are to be issued by the Company. (c) for property interests other than money; BV The Company shall have ten (10) Trading Days from the right expiration of the period set forth in Section 4.4(b) above to subscribe for either (i) issue, sell or exchange all or any part of such New Issue Securities as to which a Notice of Acceptance has not been given by the Investors (the “Refused Securities”) and publicly announce such transaction, but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons than those set forth in the First Notice or (ii) notify the Investors that the Company has abandoned a sale of New Issue Securities and confirm to the Investors that they are not in possession of any non-public information with respect to the Company. (d) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(c) above), then each Investor may, at its sole option and in its sole discretion, reduce the number or amount of the New Issue Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of New Issue Securities that the Investor elected to purchase pursuant to Section 4.4(b) above multiplied by a fraction, (directly i) the numerator of which shall be the number or through an affiliateamount of New Issue Securities the Company actually proposes to issue, sell or exchange (including prior to such reduction) Additional and (ii) the denominator of which shall be the original amount of the New Issue Securities. In the event that any Investor so elects to reduce the number or amount of New Issue Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the New Issue Securities unless and until such securities have again been offered to the Investors in accordance with Section 4.4(a) above. (e) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of Investors shall acquire from the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, and the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights NoticeInvestors, setting out the number or amount of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional New Issue Securities specified in the Acceptance Notice Notices of Acceptance, as reduced pursuant to Section 4.4(d) the Investors have so elected, upon the terms and conditions specified in the First Notice. The purchase by the Investors of any New Issue Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investors of a purchase agreement relating to such New Issue Securities reasonably satisfactory in form and substance to the Investors and the Company and their respective counsel. (f) The participation rights contained in this Section 4.4 shall not apply to the issuance and sale by the Company of shares of Common Stock issued as a result of: (i) the issuance of Warrant Shares, (ii) to the extent consistent with past practice, the grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan whether now existing or approved by the Company and its shareholders in the future (but not as to any amendments or other modifications to the number of Common Stock issuable thereunder, the terms set forth therein, or the exercise price set forth therein, unless such subscriptionamendments or other modifications are approved by the Company’s shareholders), or (iii) the issuance and sale by the Company of shares of Common Stock issued as consideration for the acquisition of another company or business in which the shareholders of the Company do not have an ownership interest, which acquisition has been approved by the Board of Directors of the Company.

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant to To the exercise of any stock options granted under extent permitted by applicable federal and state securities laws, the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV Holder shall have the right to subscribe purchase its pro rata portion, based on the number of shares of Common Stock issuable upon the exercise in full of this Warrant relative to the number of shares of Common Stock issued and outstanding immediately prior to such issuance or sale (on a fully-diluted basis) (the Holder’s “Pro Rata Portion”), of any Common Stock or Common Stock Equivalents (“New Securities”) that the Company may issue or sell to any party within ninety (90) days after the Original Issue Date; provided, that the provisions of this Section 11 shall not apply to any Excluded Issuance or any other issuances where such right to the Holder’s Pro Rata Portion of any New Securities would not be permitted by applicable federal or state securities laws. The Company shall give written notice to the Holder (an “Issuance Notice”) of any proposed issuance (an “Offering”) within 3 business days prior to effecting the Offering Holder agrees to come Over The Wall prior to delivery of an Issuance Notice and will be restricted from trading any shares of Company common stock until the Offering is announced or cancelled. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance or sale, including (a) the approximate number of shares proposed to be issued; (b) the proposed issuance date,; (c) the proposed purchase price per share of the New Securities and all other material terms of the offer or sale; and (d) if the consideration to be paid by any prospective purchaser includes non-cash consideration, the fair market value thereof. (b) The Holder shall, for a period of three (3) Business Days and ending at 4:30 p.m. Eastern Time on the third Business Day (unless extended by Company) following the receipt of an Issuance Notice (the “Participation Exercise Period”), have the right to elect to purchase all or any portion of its Pro Rata Portion of such New Securities on the same terms and conditions, including the purchase price, set forth in the Issuance Notice by delivering a written notice to the Company (directly or through an affiliatea “Participation Acceptance Notice”) Additional Securities, at specifying the price at which such Additional number of New Securities are offered for sale it desires to other purchaserspurchase, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”)Pro Rata Portion. 7.02 If (c) The closing of any purchase of New Securities by the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, Holder shall be consummated concurrently with the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars consummation of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate described in the subscription for Additional SecuritiesIssuance Notice. BV shall give notice (an “Acceptance Notice”) Each party to the Company not later than 5:00 p.m. purchase and sale of New Securities shall take all actions (Vancouver timeincluding entering into additional agreements) on as may be reasonably necessary to consummate the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for purchase and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionsale.

Participation Right. 7.01 If at After the JCOM IPO, if LMI Member, SC Member or an Affiliate of LMI Member or SC Member desires to acquire JCOM Shares through an Ordinary Market Transaction or from JCOM or any time after the Effective Date hereof and for so long as any Advance is outstandingPerson other than an Affiliate of such Member, the Company Member that desires to acquire JCOM Shares or whose Affiliate desires to acquire JCOM Shares (the "Purchasing Member") must first give prompt written notice to the other Member (the "Non-Purchasing Member") offering the Non-Purchasing Member the right (a "Participation Right") to purchase a percentage, not to exceed its Percentage Interest, of the total number of additional JCOM Shares that the Purchasing Member or its Affiliate proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: acquire on the same terms and conditions. The Notice will specify in reasonable detail (a) pursuant the number of JCOM Shares proposed to the exercise of any stock options granted under the Company’s stock option plan; or be acquired, (b) pursuant the proposed purchase price per JCOM Share or, with respect to JCOM Shares proposed to be acquired through Ordinary Market Transactions, the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or maximum price at which shares will be acquired, (c) for property interests with respect to JCOM Shares to be acquired through Ordinary Market Transactions, the time period over which such shares will be acquired, (d) except with respect to JCOM Shares to be acquired through Ordinary Market Transactions, the identity of the Person from whom the Purchasing Member or its Affiliate intends to acquire the JCOM Shares and the name of its ultimate parent company and controlling shareholder(s), if any, and (e) any other material terms and conditions of the proposed transaction. If the Non-Purchasing Member desires to accept all or any portion of its Participation Right, the Non-Purchasing Member will notify the Purchasing Member in writing of its intention to acquire all or a portion of its Percentage Interest of the JCOM Shares, such Notice to be given to the Purchasing Member within 20 Business Days following the Non-Purchasing Member's receipt of Notice of its Participation Right with respect to the acquisition of JCOM Shares in Ordinary Market Transactions or any other acquisition of JCOM Shares and which will constitute the Non-Purchasing Member's agreement to acquire such JCOM Shares on the terms specified in the Notice (including in the case of Ordinary Market Transactions, to acquire such JCOM Shares from time to time during the period specified in the Notice given by the Purchasing Member) and to be bound by the terms and conditions of such purchase. If any consideration other than money; BV shall have cash is to be paid by the right Purchasing Member or its Affiliate in exchange for the JCOM Shares to subscribe for and purchase (directly or through an affiliate) Additional Securitiesbe acquired, the Purchasing Member will take all necessary actions to permit the Non-Purchasing Member to be able to use cash to exercise its Participation Right, with the value of any non-cash consideration to be paid by the Purchasing Member to be valued at its Fair Market Value, as reasonably determined by the price at which such Additional Securities Members. If the Members are offered for sale unable to other purchasers, up to its then pro rata interest in agree on the issued and outstanding common shares Fair Market Value within 30 days following the Purchasing Member's receipt of the CompanyNon-Purchasing Member's Notice to exercise its Participation Right, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business Member will retain within 45 days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights such Notice, setting out an internationally recognized investment bank to determine Fair Market Value in accordance with the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities valuation process specified in 5.4(b). The closing of any purchase of JCOM Shares under this 14.4 will occur at the Acceptance Notice under such subscriptiontime and place reasonably specified by the Purchasing Member, with each Member directly purchasing the JCOM shares to be acquired by it pursuant to this 14.

Participation Right. 7.01 If at any time after Subject to the Effective Date hereof terms and for so long as any Advance is outstandingconditions specified in this Section 6.8, the Company JV hereby grants to each Party a right of first offer with respect to future sales by the JV of its New Interests (as hereinafter defined). A Party who chooses to exercise the right of first offer may designate as purchasers under such right itself or its Affiliates or stockholders in such proportions as it deems appropriate. Each time the JV proposes to issue offer any equity interest in the JV, or sell securities convertible into or exercisable for any common shares or convertible securities equity interest in ​ the JV (“Additional SecuritiesNew Interests”) other than), the JV shall first make an offering of such New Interests to each Party in accordance with the following provisions: (a) pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV The JV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities deliver a notice (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance RFO Notice”) to the Company not later than 5:00 p.m. Parties stating (Vancouver timei) on the fifth business day following the receipt of any Rights Noticeits bona fide intention to offer such New Interests, setting out (ii) the number of Additional Securitiessuch New Interests to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Interests. (b) Within 15 calendar days after delivery of the RFO Notice, each Party may elect to purchase or obtain, at the price and on the terms specified in the RFO Notice, up to that portion of such New Interests which equals the Maximum Additional Securitiespercentage of the equity interests in the JV represented by the Membership Interest then held by such Party. Such purchase shall be completed at the same closing as that of any third- party purchasers or at an additional closing thereunder. The JV shall promptly, which BV intends in writing, inform each Party that purchases all the New Interests available to subscribe for and purchaseit (each, a “Fully-Exercising Investor”) of any other Party’s failure to do likewise. Following During the 10-day period commencing after receipt of an Acceptance Noticesuch information, BV each Fully-Exercising Investor shall be entitled to participate in obtain that portion of the subscription New Interests for Additional Securities in which the same manner as other persons subscribing for Additional Securities and shall be Parties were entitled to subscribe but which were not subscribed for by the number Parties that is equal to the proportion that the Membership Interest then held by such Fully-Exercising Investor bears to the total Membership Interests then held by the Fully-Exercising Investors. (c) The JV may, during the 45-day period following the expiration of Additional Securities the period provided in Section 6.8(b), offer the remaining unsubscribed portion of the New Interests to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Acceptance Notice under RFO Notice. If the JV does not enter into an agreement for the sale of the New Interests within such subscriptionperiod, or if such agreement is not consummated within 60 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Interests shall not be offered unless first reoffered to the Parties in accordance herewith. (d) The right of first offer in this Section 6.8 shall not be applicable to the issuance of: (i) securities to employees, consultants, officers or directors of the JV pursuant to equity incentive plans or agreements approved by the Board; (ii) securities in connection with the acquisition by the JV of another company or business approved by the Board (subject to the provisions of Section 11.2(c) if a Romeo Director is then serving on the Board); (iii) securities to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit ​ ​ arrangements, equipment financings, commercial property lease transactions, or similar transactions approved by the Board (subject to the provisions of Section 11.2(c), as applicable if a Romeo Director is then serving on the Board); (iv) securities to an entity as a component of any business relationship with such entity primarily for the purpose of (A) joint venture, technology licensing or development activities, (B) distribution, supply or manufacture of the JV’s products or services or (C) any other arrangements involving corporate partners that are primarily for purposes other than raising capital, in each of (A) though (C) the terms of which business relationship with such entity are approved by the Board (subject to the provisions of Section 11.2(c) if a Romeo Director is then serving on the Board), as applicable; or (v) securities in any other transaction in which exemption from the right of first offer provisions is approved by the Board, including the Romeo Director (if a Romeo Director is then serving on the Board).

Participation Right. 7.01 If at 9.1 Subject to the terms and conditions of this Section 9 and applicable securities laws, if the Company proposes any time after the Effective Date hereof and for so long as any Advance is outstandingissuance or sale of New Securities, the Company shall offer such New Securities to Holder at the same time that it first offers such New Securities to Major Investors (as defined in the XXX) under Section 4 of the XXX. If the Company does not offer such New Securities to Major Investors or the Major Investors otherwise waive their right to participate in such offering, it shall offer such New Securities to Holder at the same time that it first offers such New Securities to any third party. 9.2 The Company shall give notice (the “Offer Notice”) to Holder in respect of such New Securities, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to issue or sell any common shares or convertible securities (“Additional offer such New Securities”) other than:. (a) pursuant 9.3 By notification to the exercise of any stock options granted under Company within twenty (20) days after the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right Offer Notice is given, Holder may elect to subscribe for and purchase (directly or through an affiliate) Additional Securitiesotherwise acquire, at the price at which such Additional Securities are offered for sale to other purchasersand on the terms specified in the Offer Notice, up to its then pro rata interest in that portion of such New Securities which equals the issued and outstanding common proportion that the total Exercise Shares subject to this Warrant bears to the total number of ordinary shares of the CompanyCompany then outstanding (assuming full conversion and/or exercise, in each caseas applicable, prior to giving effect to of all preference shares and other Derivative Securities. At the issuance or sale expiration of such Additional twenty (20) day period, the Company shall promptly notify Holder if Holder has elected to subscribe for or acquire all the shares available to it of the failure of any other persons who have been granted pre-emptive rights by the Company in respect of New Securities (the “Maximum Additional SecuritiesOther Right Holders”)) to do likewise. During the ten (10) day period commencing after the Company has given such notice, Holder may, by giving notice to the Company, elect to subscribe for or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Holder was entitled to subscribe but that were not subscribed for by the Other Right Holders which is equal to the proportion that the total Exercise Shares subject to this Warrant bears to the ordinary shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the preference shares and any other Derivative Securities then held, by all Other Right Holders who elect to subscribe for or acquire all the shares available to them and wish to subscribe for such unsubscribed shares. The closing of any sale pursuant to this Section 9.3 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 9.4. 7.02 9.4 If all New Securities referred to in the Offer Notice are not elected to be subscribed for or acquired as provided in Section 9.3, the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 9.3, offer and issue the remaining unsubscribed portion of such New Securities to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company intends does not enter into an agreement for the issuance of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to authorize and/or issue Additional be revived and such New Securities shall not be offered unless first reoffered to Holder in accordance with this Section 9. 9.5 In the event that give rise the Holder elects to BVsubscribe for or otherwise acquire any New Securities in accordance with this Section 9, the Holder shall, in its sole discretion, (a) deliver to the Company a cash payment of the purchase price of the New Securities for which the Holder has elected to subscribe, or (b) purchase a promissory note from the Company in the same amount of the purchase price for such New Securities and on the same terms and conditions as the Loan Agreement and the notes thereunder (or the Company and Holder may amend the Loan Agreement and note thereunder to increase the principal amount by the aggregate purchase price for the New Securities); provided that the interest rate with respect to such purchase price shall be (x) if such New Securities are convertible debt securities, the higher of the rate that is given to other investors in such financing and 3.00% per annum; (y) if such New Securities are preference shares entitled to receive dividends, such note shall bear interest at the higher of the rate of such dividend and 3.00% per annum; or (z) in connection with any other acquisition of New Securities under this Section 9, 3.00% per annum, and following the Company’s rights receipt of such payment, in lieu of issuance of such New Securities to the Holder, (i) Exhibit A shall be amended by the Company to reflect the addition of such New Securities to the pool of Exercise Shares into which this Warrant is exercisable, (ii) the Exercise Price with respect to such New Securities shall be the principal amount on the promissory note or the principal amount added to the Loan Agreement, as appropriate, or zero dollars ($0) if Holder elects to pay cash pursuant to paragraph 7.01Section 9.5(a), and (iii) if such New Securities are convertible debt securities, this Warrant may be exercised with respect to such New Securities only from and after the Company shall provide notice time such New Securities would have been convertible to BV (shares had Holder purchased such actual convertible debt securities, and subject to the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01other terms and conditions of this Warrant. 7.03 9.6 The Rights Notice right of first offer in this Section 9 shall provide the same information not be applicable to BV regarding the particulars of (i) the issuance or sale deemed issuance of the Additional Exempted Securities as is provided to other persons proposing to participate or (ii) Ordinary Shares in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionCompany’s initial public offering.

Participation Right. 7.01 If at a. From the date of the Closing until the date that is the 90th day following the Closing, upon any time after sale, transfer of disposition by the Effective Date hereof and Seller of shares of Class A Common Stock for so long as any Advance is outstandingcash consideration (a “Subsequent Transfer”), the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV Purchaser shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, participate in up to its then pro rata interest in the issued and outstanding common shares an amount of the Company, in each case, prior to giving effect Subsequent Transfer equal to the issuance or sale lesser of such Additional Securities (i) an amount equal to the number of Shares and (ii) 15% of the Subsequent Transfer (the “Maximum Additional SecuritiesParticipation Maximum”) on the same terms, conditions and price provided for in the Subsequent Transfer. b. Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected public disclosure (which may be through the filing of a Form 4 under the Exchange Act) of the Subsequent Transfer (or, if the Trading Day of the expected public disclosure of the Subsequent Transfer is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected public disclosure of the Subsequent Transfer), the Seller (or the Seller’s designated agent) shall deliver to the Purchaser a written notice of the Seller’s intention to effect a Subsequent Transfer (a “Subsequent Transfer Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Transfer. 7.02 c. If the Company intends Purchaser desires to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, participate in such Subsequent Transfer the Company shall Purchaser must provide written notice to BV the Seller (or its designated agent) by 6:30 am (New York City time) on the “Rights Notice”) no less than six business days before Trading Day following the date on which the Company intends Subsequent Transfer Notice is delivered to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights the Purchaser (the “Notice shall provide Termination Time”) that the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as Purchaser is provided to other persons proposing willing to participate in the subscription Subsequent Transfer, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) investment on the fifth business day following terms set forth in the receipt Subsequent Transfer Notice. If the Seller receives no such notice from a Purchaser as of any Rights Noticesuch Notice Termination Time, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV Purchaser shall be entitled deemed to have notified the Seller that it does not elect to participate in such Subsequent Transfer. d. If, by the Notice Termination Time, notification by the Purchaser of its willingness to participate in the subscription for Additional Securities Subsequent Transfer (or to cause their designees to participate) is less than the Participation Maximum, then the Seller may effect the remaining portion of such Subsequent Transfer on the terms and with the Persons set forth in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionSubsequent Transfer Notice.

Participation Right. 7.01 If at any time after the Effective Date hereof and for so long as any Advance is outstanding(a) Subject to Section 4.2, the Company proposes to issue Parent agrees that if the Parent issues for cash consideration any Common Shares or sell any common shares other securities that are convertible into or convertible exchangeable for Common Shares (such securities (other than Common Shares, collectively, “Additional Subject Securities”), other than pursuant to an Exempt Issuance (any such issuance, a “Subsequent Offering”), then the Parent shall, promptly following the announcement of such Subsequent Offering, provide a written notice (the “Subsequent Offering Notice”) to the Investors setting out: (i) the number of Common Shares or Subject Securities issued or to be issued; (ii) the material terms and conditions of any Subject Securities issued or to be issued; (iii) the subscription price per Common Share or Subject Security issued or to be issued by the Parent under such Subsequent Offering, as applicable; and (iv) the proposed closing date for the issuance of Common Shares or Subject Securities to the Investors, assuming exercise of the Participation Right by the Investors, which closing date shall be at least 10 days following the date of such notice, or such other thandate as the Parent and the Investors may agree. (b) Subject to Section 4.1(c) and the receipt of all required regulatory approvals and compliance with applicable Laws, the Parent agrees that the Investors have the right (the “Participation Right”), upon receipt of a Subsequent Offering Notice, to subscribe for and to be issued, on a private placement basis, and substantially on the terms and conditions of such Subsequent Offering: (ai) in the case of a Subsequent Offering of Common Shares, such number of Common Shares that will allow the Investors to maintain the As-Exchanged Ownership of the Investors immediately prior to completion of the Subsequent Offering; and (ii) in the case of a Subsequent Offering of Subject Securities, such number of Subject Securities that will (assuming conversion or exchange of all of the convertible or exchangeable Subject Securities issued in connection with the Subsequent Offering and the convertible or exchangeable Subject Securities issuable pursuant to this Section 4.1) allow the Investors to maintain the As-Exchanged Ownership of the Investors immediately prior to the completion of the Subsequent Offering, (iii) in each case, for greater certainty, after giving effect to any Common Shares or Subject Securities acquired by the Investors or any Affiliate thereof as part of the Subsequent Offering, other than pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; orParticipation Right. (c) for property interests other than money; BV If the Investors wish to exercise the Participation Right in respect of a particular Subsequent Offering, the Investors shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect give written notice to the issuance or sale of such Additional Securities Parent (the “Maximum Additional Exercise Notice”) of the exercise of such right and of the number of Common Shares or Subject Securities, as applicable, that the Investors wishes to purchase (subject to the limits prescribed by Section 4.1(b)), within five days after the date of receipt of the Subsequent Offering Notice (the “Exercise Notice Period”), failing which the Investors will not be entitled to exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice of the Investors shall set forth the aggregate number of each class of securities of the Parent owned or controlled by each Investor as of the date of such Exercise Notice. The Investors shall be entitled to allocate the Common Shares or Subject Securities to be acquired pursuant to this Section 4.1 among the Investors as specified by the Investors in the Exercise Notice (the “Investor Allocation”). 7.02 (d) If the Company intends Parent receives a valid Exercise Notice from the Investors within the Exercise Notice Period, then the Parent shall issue to authorize and/or the Investors in accordance with the Investor Allocation against payment of the subscription price payable in respect thereof, that number of Common Shares or Subject Securities, as applicable, set forth in the Exercise Notice, subject to the receipt and continued effectiveness of all required regulatory and other approvals on terms and conditions satisfactory to the Parent, acting reasonably, which approvals the Parent shall use reasonable commercial efforts to obtain, and subject to compliance with applicable Laws and to the limits prescribed by Section 4.1(b) and provided that such issuance can be legally effected without the requirement to file any additional prospectus or registration statement under applicable Securities Laws. (e) The closing of the exercise of the Participation Right by the Investors will take place on the date set out in the Subsequent Offering Notice. If the closing of the exercise of the Participation Right has not been completed by the end of the applicable period (or such earlier or later date as the parties may agree), provided that the Parent has used its reasonable commercial efforts to obtain all required regulatory and other approvals, then the Exercise Notice will be deemed to have been irrevocably withdrawn and the Parent will have no obligation to issue Additional Securities that give rise to BV’s rights any Common Shares or Subject Securities, as applicable, pursuant to paragraph 7.01such exercise of the Participation Right. (f) If the Parent is paying the costs and expenses incurred by purchasers of Common Shares or Subject Securities (other than the Investors) in connection with any Subsequent Offering, the Company Parent shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars a proportionate amount of the issuance or sale of costs and expenses incurred by the Additional Securities as is provided to other persons proposing to participate Investors in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) connection with such Subsequent Offering, on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionsubstantially similar terms.

Participation Right. 7.01 If at The Purchaser has the right of first refusal to purchase the Purchaser’s Pro Rata Share of any new securities that the Company may from time to time issue after the Effective Date hereof date of this Agreement, excluding Carve Out Stock as such term is defined in the Company’s Amended and for so long as any Advance is Restated Certificate of Incorporation (“New Securities”). The Purchaser’s “Pro Rata Share” means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New Securities, it shall give notice to the Purchaser of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue the New Securities. The Purchaser will have (10) business days from the date of notice, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails to exercise in full the right of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Purchaser. If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) New Securities without again first offering those New Securities to the Purchaser pursuant to the exercise this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of any stock options granted under the Company’s stock option plan; or New Securities if (bi) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which time of such Additional Securities are offered for sale to other purchasersoffering, up to its Purchaser is not an “accredited investor,” as that term is then pro rata interest defined in the issued and outstanding common shares Rule 501(a) of the Company, in each case, prior Act and (ii) such offering of New Securities is otherwise being offered only to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”)accredited investors. 6. 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Participation Right. 7.01 If at any time after Subject to the Effective Date hereof terms and conditions specified in this Section 4(e), for so long as any Advance is outstandingthirty-six months following the Closing Date, the Company proposes Purchasers shall have a right to issue participate with respect to the issuance or sell any common shares possible issuance of (i) future equity or equity-linked securities, or (ii) debt which is convertible securities into equity or in which there is an equity component (“Additional Securities”) on the same terms and conditions as offered by the Company to the other thanpurchasers of such Additional Securities. Each time the Company proposes to offer any Additional Securities, the Company shall make an offering of such Additional Securities to each Purchaser in accordance with the following provisions: (ai) pursuant the Company shall deliver a notice (the “Notice”) to the exercise Purchasers stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the sale of such Additional Securities. (ii) by written notification received by the Company’s stock option plan; or , within ten (b10) pursuant days after giving of the Notice, any Purchaser may elect to purchase or obtain, at the exercise price and on the terms specified in the Notice, up to that portion of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall such Additional Securities which equals the proportion that the number of shares of Common Stock that such Purchaser would have the right to subscribe acquire (assuming the full conversion, without any limitations or restrictions, of such Purchaser’s shares of Preferred Stock into Conversion Shares) bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities then outstanding); provided, however, that if the terms set forth in the Notice contemplate consideration for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to be paid in a form other purchasersthan cash, up any Purchaser may elect to its then pro rata interest purchase or obtain such Additional Securities at a price equal to the fair market value of the consideration set forth in the issued and outstanding common Notice, as reasonably determined by the Board of Directors. The Company shall promptly, in writing, inform each Purchaser that elects to purchase all of the Additional Shares available to it (“Fully-Exercising Purchaser”) of any other Purchaser’s failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Purchaser shall be entitled to obtain that portion of the Additional Securities for which the Purchasers were entitled to subscribe but that were not subscribed for by the Purchasers that is equal to the proportion that the number of shares of Common Stock that such Fully-Exercising Purchaser would have the Companyright to acquire (assuming the full conversion of such Purchaser’s shares of Preferred Stock into Conversion Shares) bears to the total number of shares of Common Stock that all Fully-Exercising Purchasers who wish to purchase some of the unsubscribed shares would have the right to acquire (assuming the full conversion, without any limitations or restrictions, of such Purchasers’ shares of Preferred Stock into Conversion Shares); (iii) if all Additional Securities that the Purchasers are entitled to obtain pursuant to subsection 4(e)(ii) are not elected to be obtained as provided in each casesubsection 4(e)(ii) hereof, prior the Company may, during the 90-day period following the expiration of the period provided in subsection 4(e)(ii) hereof, offer the remaining unsubscribed portion of such Additional Securities to giving effect any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and such Additional Securities shall not be offered or sold unless first reoffered to the Purchasers in accordance herewith; (iv) the participation right in this Section 4(e) shall not be applicable to (i) the issuance or sale of such Additional Securities shares of Common Stock (the “Maximum Additional Securities”). 7.02 If or options therefor) to employees, officers, directors, or consultants of the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights for the primary purpose of soliciting or retaining their employment or service pursuant to paragraph 7.01a stock option plan (or similar equity incentive plan) approved by the Board of Directors, (ii) upon conversion of any convertible securities outstanding as of Closing and as disclosed in Section 3(c) of the Company shall provide notice Disclosure Schedule, (iii) the issuance of securities in connection with a bona fide public offering at an offering price per share (prior to BV (the “Rights Notice”underwriter’s commissions and discounts) no of not less than six business days before the date on which Conversion Price (as such term is defined in the Company intends Certificate of Designation) (as adjusted to issue Additional Securities giving rise reflect any stock dividends, distributions, combinations, reclassifications and other similar transactions effected by the Corporation in respect to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of its Common Stock) that is underwritten by a nationally recognized underwriting firm, (iv) the issuance or sale of the Additional Securities as is provided to other persons proposing to participate Preferred Stock, (v) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures, the primary purpose of which, in the subscription for Additional Securities. BV reasonable judgment of the Board of Directors, is not to raise additional capital, or (vi) any issuance of securities as to which the holders of a majority of the then outstanding shares of Preferred Stock shall give notice have executed a written waiver of the rights contained in this Section 4(e). (an “Acceptance Notice”v) the participation right set forth in this Section 4(e) may not be assigned or transferred, except that such right is assignable by each Purchaser to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the Company not later than 5:00 p.m. (Vancouver time) on meaning of the fifth business day following Securities Act, controlling, controlled by or under common control with, any such Purchaser or to any transferee of the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionSeries A Preferred Stock.

Participation Right. 7.01 If at At least 20 days prior to any time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) pursuant to the exercise Transfer of any stock options granted under the Company’s stock option plan; or Stockholder Shares by any Stockholder (b) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional SecuritiesExempt Transfer), at the price at which each Stockholder making such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities Transfer (the “Maximum Additional SecuritiesTransferring Stockholder”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01, the Company ) shall provide deliver a written notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Sale Notice”) to the Company and the other holders of Stockholder Shares who have not later than 5:00 p.m. (Vancouver time) on elected to purchase Offered Shares pursuant to Section 4B,, specifying in reasonable detail the fifth business day following identity of the receipt of any Rights Noticeprospective Transferee(s), setting out the number and class of Additional Securities, if any, up Stockholder Shares to be Transferred and the Maximum Additional Securities, terms and conditions of the Transfer (including the price which BV intends to subscribe for and purchasewill reflect each Stockholder Share’s Pro Rata Share). Following receipt Such other holders of an Acceptance Notice, BV shall be entitled Stockholder Shares may elect to participate in the subscription for Additional Securities contemplated Transfer by delivering written notice to the Transferring Stockholder within 15 days after delivery of the Sale Notice; provided that if the Transferring Stockholder is selling a strip of securities, then any participating Stockholder shall be required to sell the same strip of securities (on the same terms and conditions and in the same manner as other persons subscribing for Additional Securities and proportion) that the Transferring Stockholder is so Transferring, to the extent possible. Such participation shall be entitled based upon the Pro Rata Share represented by the Stockholder Shares requested to subscribe for be included by each such holder relative to the number Pro Rata Share of Additional Securities all Stockholder Shares held by the holders participating in such Transfer (including the Transferring Stockholder). If no other holder of Stockholder Shares has elected to participate in the contemplated Transfer (through notice to such effect or expiration of the 15-day period after delivery of the Sale Notice), then the Transferring Stockholder may Transfer the Stockholder Shares specified in the Acceptance Sale Notice under at a price and on terms no more favorable to the Transferee(s) thereof than specified in the Sale Notice, during the 60-day period immediately following the Authorization Date. Any Transferring Stockholder’s Stockholder Shares not Transferred within such subscription60-day period shall be subject to the provisions of this Sxxxxxx 0X xxxx xxxxxxxxxx Xxxxxxxx.

Participation Right. 7.01 If at Subject to the terms and conditions of this Section 4.4, until the first anniversary of the date hereof, the Purchasers shall have a right to participate in any financing transaction (whether debt or equity or both) other than an Excluded Transaction (as hereinafter defined), on the same terms and conditions as offered by the Company to the other participants in such transaction. Each time after the Effective Date hereof and for so long as any Advance is outstanding, the Company proposes to issue or sell engage in any common shares or convertible securities financing transaction, the Company shall deliver a notice (“Additional Securities”the "Notice") other than: to the Purchasers, at least ten (10) business days prior to the date on which it proposes to consummate such financing transaction, stating (a) pursuant its bona fide intention to the exercise of any stock options granted under the Company’s stock option plan; or engage in such financing transaction, (b) pursuant a description of the financing transaction, including the type of security to the exercise of any share purchase warrants be issued pursuant to previously-completed private placements; or in connection therewith, (c) for property interests other than money; BV the price and additional terms, if any, upon which it proposes to consummate the financing transaction, and (d) the anticipated closing date of the financing transaction. Each Purchaser shall have the right right, exercisable by delivering written notice to subscribe for and purchase such effect to the Company within five (directly or through an affiliate5) Additional Securitiesbusiness days after its receipt of the Notice, to participate, at the price at which and on the terms specified in the Notice, in such Additional Securities are offered for sale to other purchasers, financing transaction up to its then pro rata interest such Purchaser's Participation Amount (as hereafter defined). For purposes of this Agreement, "Participation Amount" means, with respect to each Purchaser, that percentage of the aggregate gross proceeds proposed to be raised by the Company in the issued financing transaction as is equal to the percentage of the total Debentures purchased by the Purchaser hereunder. If one or more Purchasers does not elect to participate to the full extent of such Purchaser's Participation Amount in the financing transaction, the Company may, during the seventy-five (75)-day period following the expiration of the five (5)-business day period referred to above, offer the remaining unsubscribed portion of the financing transaction to any person at a price not less than, and outstanding common upon terms no more favorable to the offeree than, those specified in the Notice. If the Company does not consummate the balance of such financing transaction within such period, the right provided hereunder shall be deemed to be revived and such financing transaction shall not be consummated unless first reoffered to the Purchasers in accordance herewith. For purposes of this Agreement, "Excluded Transaction" means (i) the issuance of shares of Common Stock upon the exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof and disclosed on Schedule 3.3 hereto in accordance with the terms of such options, warrants or other securities as in effect on the date hereof, (ii) the grant of options to purchase Common Stock, with exercise prices not less than the market price of the Common Stock on the date of grant, which are issued to employees, directors or consultants pursuant to an equity compensation plan approved by the Company's board of directors, and the issuance of shares of Common Stock upon the exercise thereof, (iii) the issuance of the Conversion Shares and the Warrant Shares, (iv) the issuance of shares of Common Stock to the Holders as payment of interest on the Debentures, in each caseaccordance with the terms of the Debentures, prior to giving effect to (v) the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights shares of Common Stock pursuant to paragraph 7.01stock splits, combinations, subdivisions, dividends or other distributions on the Company shall provide notice to BV outstanding shares of Common Stock, (vi) the “Rights Notice”issuance of securities in connection with strategic business partnerships, and (vii) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights issuance of securities pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide any credit line or equipment financing from a bank or similar financial or lending institution approved by the same information to BV regarding Board of Directors, which, in the particulars case of any transaction described in clause (ii), (vi) or (vii), is not, in the good faith judgment of the issuance or sale Company's Board of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights NoticeDirectors, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number primary purpose of Additional Securities specified in the Acceptance Notice under such subscriptionraising additional capital.

Participation Right. 7.01 If at At any time after on or prior to the Effective Date hereof fifteen month anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents, any preferred stock or any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement (whether pursuant to a public or private offering) is referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4.15. The Company shall provide notice to each Purchaser at least one (1) Trading Day prior to any proposed or intended Subsequent Placement. The Company acknowledges and for so long as agrees that the right set forth in this Section 4.15 is a right granted by the Company, separately, to each Purchaser. (i) At least one (1) Trading Day prior to any Advance is outstandingproposed or intended Subsequent Placement, the Company proposes shall deliver to issue each Purchaser an irrevocable written notice (the “Offer Notice”) of any proposed or sell any common shares intended issuance or convertible sale or exchange (the “Offer”) of the securities being offered (the “Additional Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other than: material terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (aC) pursuant include proposed drafts of the Subsequent Placement Documents (as defined below) and specify the proposed time at which the Company intends to execute the exercise Subsequent Placement Documents, and (D) offer to issue and sell to or exchange with such Purchaser in accordance with the terms of any stock options granted under the CompanyOffer such Purchaser’s stock option plan; or pro rata portion of fifty percent (b50%) pursuant to of the exercise Offered Securities, provided that the number of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV Offered Securities which such Purchaser shall have the right to subscribe for under this Section 4.15 shall be (x) based on such Purchaser’s pro rata portion of the aggregate Subscription Amount for all Purchasers pursuant to this Agreement (the “Basic Amount”), and (y) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Purchaser shall have an opportunity to subscribe for any remaining Undersubscription Amount. (ii) To accept an Offer, in whole or in part, such Purchaser must deliver a written notice to the Company prior to one (1) Trading Day after such Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (directly in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Purchaser 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 Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or through amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Purchaser a new Offer Notice and the Offer Period shall expire one Trading Day after such Purchaser’s receipt of such new Offer Notice. (iii) The Company shall have forty-eight (48) hours from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Purchaser (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.15(iii) above), then each Purchaser may, at its sole option and in its sole discretion, withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an affiliateamount that shall be not less than the number or amount of the Offered Securities that such Purchaser elected to purchase pursuant to Section 4.15(ii) Additional above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Purchasers pursuant to this Section 4.15 prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Purchasers in accordance with Section 4.15(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of Purchaser shall acquire from the Company, and the Company shall issue to such Purchaser, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4.15(iv) above if such Purchaser has so elected, upon the terms and conditions specified in the Offer. The purchase by such Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such Purchaser of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Purchaser and its counsel. (vi) Any Offered Securities not acquired by a Purchaser or other Persons in accordance with this Section 4.15 may not be issued, sold or exchanged until they are again offered to such Purchaser under the procedures specified in this Agreement. (vii) The Company and each Purchaser agree that if any Purchaser elects to participate in the Offer, neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company. (viii) Notwithstanding anything to the contrary in this Section 4.15 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case, prior to giving effect in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the forty-eighth (48th) hour following delivery of the Offer Notice. If by such forty-eight (48th) hour, no public disclosure regarding a transaction with respect to the issuance or sale Offered Securities has been made, and no notice regarding the abandonment of such Additional Securities (the “Maximum Additional Securities”). 7.02 If transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be in possession of any material, non-public information with respect to the Company intends or any of its Subsidiaries. Should the Company decide to authorize and/or issue Additional Securities that give rise pursue such transaction with respect to BV’s rights pursuant to paragraph 7.01the Offered Securities, the Company shall provide notice such Purchaser with another Offer Notice and such Purchaser will again have the right of participation set forth in this Section 4.15. (ix) The restrictions contained in this Section 4.15 shall not apply in connection with (A) any Exempt Issuance (as defined in this Agreement), (B) any incurrence of debt or issuance of any debt security, in each case that is not a Common Stock Equivalent, or (C) any issuance of any equity security, equity-linked or related security pursuant to BV or in connection with any conversion or cancellation of any debt (the “Rights Notice”or any similar transaction) no less than six business days before outstanding on the date on which of this Agreement. The Company shall not circumvent the Company intends provisions of this Section 4.15 by providing terms or conditions to issue Additional Securities giving rise one or more Purchasers that are not provided to BV’s rights pursuant to paragraph 7.01all Purchasers. 7.03 The Rights Notice 6. In the event of any conflict between any information set forth on a Purchaser’s signature page to this Amendment and any information set forth on such Purchaser’s signature page to the Agreement, the information set forth on such Purchaser’s signature page to this Amendment shall provide supersede the same information set forth on such Purchaser’s signature page to BV regarding the particulars Agreement. 7. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms as set forth in the Agreement. 8. This Amendment shall be effective as of the issuance or sale of day and year first written above. Except as amended hereby, and as so amended, the Additional Securities as is provided to other persons proposing to participate Agreement shall remain in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for full force and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities effect and shall be entitled otherwise unaffected hereby. 9. This Amendment may be executed in separate counterparts, each of such counterparts shall for all purposes be deemed to subscribe for be an original and all such counterparts shall together constitute but one and the number of Additional Securities specified in the Acceptance Notice under such subscriptionsame instrument.

Participation Right. 7.01 If at any time after In the Effective Date hereof and for so long as any Advance event a registration demand is outstanding, the Company proposes to issue or sell any common shares or convertible securities (“Additional Securities”) other than: (a) made pursuant to the exercise of any stock options granted under the Company’s stock option plan; or (bSection 2(b)(i) pursuant to the exercise of any share purchase warrants issued pursuant to previously-completed private placements; or (cor Section 2(b)(ii) for property interests other than money; BV shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the “Maximum Additional Securities”). 7.02 If the Company intends to authorize and/or issue Additional Securities that give rise to BV’s rights pursuant to paragraph 7.01above, the Company shall provide promptly, but in any event no later than two (2) Business Days following the 2011 Demand Date send a written notice to BV each of the Holders of 2011 Registrable Securities indicating that such registration demand has been made and in reasonable detail any material information relating to the desired offering known to the Company at such time. Each Holder of 2011 Registrable Securities shall have ten (10) Business Days from its receipt of such notice to deliver to the “Rights Notice”) no less than six business days before Company a written request specifying the date on amount of Registrable Securities that such Holder intends to sell and such Holder’s intended method of distribution. Upon receipt of such request, the Company shall use its best efforts to cause all Registrable Securities which the Company intends has been requested to issue Additional register to be registered under the Securities giving rise Act to BV’s rights pursuant the extent necessary to paragraph 7.01. 7.03 The Rights Notice shall provide permit their sale or other disposition in accordance with the same information to BV regarding intended methods of distribution specified in the particulars request of such Holder. If, in connection with any underwritten public offering for the account of the issuance or sale Holders of 2011 Registrable Securities, the Additional Securities as is provided to other persons proposing to participate managing underwriter(s) thereof shall impose in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) writing a limitation on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securitiesshares of Common Stock which may be included in a registration statement because, if anyin the good faith judgment of such underwriter(s), up marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made first, to the Maximum Additional Securities, which BV intends 2011 Registrable Securities pro rata amongst the Holders thereof seeking to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional include 2011 Registrable Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled such registration statement, in proportion to subscribe for the number of Additional 2011 Registrable Securities specified sought to be included by such Holders of 2011 Registrable Securities and second, to the 2013 Registrable Securities pro rata amongst the Holders thereof seeking to include 2013 Registrable Securities in such registration statement, in proportion to the Acceptance Notice under number of 2013 Registrable Securities sought to be included by such subscriptionHolders of 2013 Registrable Securities; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all securities sought to be offered on account of the Company and any non-Registrable Securities.

Participation Right. 7.01 If at any time after From the Effective Date date hereof and for so long as any Advance is outstandinguntil the twelve (12) month anniversary of the Closing Date, neither the Company proposes nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(n). The Company acknowledges and agrees that the right set forth in this Section 4(n) is a right granted by the Company, separately, to issue each Buyer. From the date hereof, Section 4(n) of the Prior Purchase Agreement will no longer be in effect and this Section 4(n) supersedes Section 4(n) of the Prior Purchase Agreement. (i) The Company shall deliver to such Buyer via facsimile or sell via e-mail to the e-mail address provided in writing by such Buyer to the Company an irrevocable written notice (the “Offer Notice”) of any common shares proposed or convertible intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Additional Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other than: terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (ay) pursuant identify the Persons (if known) to which or with which the exercise Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyer in accordance with the terms of any stock options granted under the Company’s stock option plan; or (b) pursuant to Offer 100% of the exercise Offered Securities, provided that the number of any share purchase warrants issued pursuant to previously-completed private placements; or (c) for property interests other than money; BV Offered Securities which such Buyer shall have the right to subscribe for and purchase under this Section 4(n) shall be (directly or through an affiliatea) Additional Securities, at the price at which based on such Additional Securities are offered for sale to other purchasers, up to its then Buyer’s pro rata interest in the issued and outstanding common shares portion of the Company, in each case, prior to giving effect to the issuance or sale aggregate number of such Additional Securities Common Shares purchased hereunder by all Buyers (the “Maximum Additional SecuritiesBasic Amount”), and (b) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). 7.02 (ii) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of 2 hours and 30 minutes following (1) receipt via facsimile or via e-mail in accordance with Section 4(n)(i) by such Buyer of the applicable Offer Notice and (2) oral confirmation via telephone by the Company from such Buyer of the receipt by such Buyer via facsimile or via e-mail (as applicable) of such Offer Notice (and (I) in the case of Cranshire, oral confirmation via telephone by the Company from Xxxxxxxx X. Xxxxx of the receipt by Cranshire via facsimile or via e-mail (as applicable) of such Offer Notice and (II) in the case of Kingsbrook Opportunities Master Fund LP (“Kingsbrook”), oral confirmation via telephone by the Company from Xxx X. Xxxxxx of the receipt by Kingsbrook via facsimile or via e-mail (as applicable) of such Offer Notice) (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then such Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), such Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company intends to authorize and/or issue Additional Securities that give rise the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to BV’s rights pursuant modify or amend the terms and conditions of the Offer prior to paragraph 7.01the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire immediately following the end of 2 hours and 30 minutes following (1) receipt via facsimile or via e-mail in accordance with Section 4(n)(i) by such Buyer of such new Offer Notice and (2) oral confirmation via telephone by the Company from such Buyer of the receipt by such Buyer via facsimile or via e-mail (as applicable) of such new Offer Notice (and (I) in the case of Cranshire, oral confirmation via telephone by the Company from Xxxxxxxx X. Xxxxx of the receipt by Cranshire via facsimile or via e-mail (as applicable) of such new Offer Notice and (II) in the case of Kingsbrook, oral confirmation via telephone by the Company from Xxx X. Xxxxxx of the receipt by Kingsbrook via facsimile or via e-mail (as applicable) of such new Offer Notice). If any Offer Notice is delivered in accordance with Section 4(n)(i) during the Restricted Period at any time during Regular Trading Hours on a Trading Day and either the (x) Bid Price of the Common Stock at the time of such delivery was not greater than or equal to the Trigger Price or (y) Closing Sale Price of the Common Stock on the Trading Day of such delivery is not greater than or equal to the Trigger Price, then (A) the Subsequent Placement contemplated by such Offer Notice shall be deemed to have been immediately abandoned, (B) such Buyer shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries and (C) should the Company decide to pursue such Subsequent Placement with respect to the Offered Securities, the Company shall provide notice such Buyer with another Offer Notice in accordance with, and subject to, the terms of this Section 4(n) and such Buyer will again have the right of participation set forth in this Section 4(n). If any Offer Notice is delivered in accordance with Section 4(n)(i) during the Restricted Period at any time other than during Regular Trading Hours on a Trading Day and the most recent Closing Sale Price of the Common Stock was not greater than or equal to BV the Trigger Price, then (X) the Subsequent Placement contemplated by such Offer Notice shall be deemed to have been immediately abandoned, (Y) such Buyer shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries and (Z) should the Company decide to pursue such Subsequent Placement with respect to the Offered Securities, the Company shall provide such Buyer with another Offer Notice in accordance with, and subject to, the terms of this Section 4(n) and such Buyer will again have the right of participation set forth in this Section 4(n). (iii) The Company shall have three (3) days from the expiration of the Offer Period above (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Rights NoticeRefused Securities”) no pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (iv) In the event the Company shall propose to sell less than six business days before all the date Refused Securities (any such sale to be in the manner and on the terms specified in Section 4(n)(iii) above), then such Buyer may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(n)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company intends actually proposes to issue Additional issue, sell or exchange (including Offered Securities giving rise to BV’s rights be issued or sold to Buyers pursuant to paragraph 7.01this Section 4(n) prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4(n)(i) above. 7.03 The Rights Notice shall provide (v) Upon the same information to BV regarding the particulars closing of the issuance issuance, sale or sale exchange of all or less than all of the Additional Refused Securities, such Buyer shall acquire from the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities as specified in its Notice of Acceptance. The purchase by such Buyer of any Offered Securities is provided subject in all cases to the preparation, execution and delivery by the Company and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its counsel. (vi) Any Offered Securities not acquired by a Buyer or other persons proposing Persons in accordance with this Section 4(n) may not be issued, sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement. (vii) The Company and each Buyer agree that if any Buyer elects to participate in the subscription for Additional Securities. BV shall give notice Offer, neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (an collectively, the “Acceptance NoticeSubsequent Placement Documents”) shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company. (viii) Notwithstanding anything to the contrary in this Section 4(n) and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that such Buyer will not be in possession of any material, non-public information, by the third (3rd) day following delivery of the Offer Notice. If by such third (3rd) day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by 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 Company not later than 5:00 p.m. (Vancouver time) on or any of its Subsidiaries. Should the fifth business day following Company decide to pursue such transaction with respect to the receipt of any Rights Notice, setting out the number of Additional Offered Securities, if anythe Company shall provide such Buyer with another Offer Notice in accordance with, up and subject to, the terms of this Section 4(n) and such Buyer will again have the right of participation set forth in this Section 4(n). The Company shall not be permitted to deliver more than two Offer Notices to such Buyer in any sixty (60) day period, except as expressly contemplated by the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt last sentence of an Acceptance Notice, BV Section 4(n)(ii). (ix) The restrictions contained in this Section 4(n) shall be entitled to participate not apply in connection with the subscription for Additional Securities in the same manner as other persons subscribing for Additional issuance of (i) any Excluded Securities and (ii) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Share Plan. The Company shall be entitled not circumvent the provisions of this Section 4(n) by providing terms or conditions to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionone Buyer that are not provided to all.

Participation Right. 7.01 If at any time after Subject to the Effective Date hereof terms and for so long as any Advance is outstandingconditions of this Section 7, the Company Holder shall have a right to participate with respect to the issuance of (i) equity or equity-linked securities or (ii) debt which is convertible into equity or in which there is an equity component, in each case which is issued at an effective price (taking into account any applicable conversion, exercise or exchange price) per share that is less than the then applicable Conversion Price (any such securities being referred to herein as "Additional Securities"), on the same terms and conditions as offered by the Maker to the other purchasers of such Additional Securities. Each time the Maker proposes to issue or sell offer any common shares or convertible securities (“Additional Securities”) other than, the Maker shall offer such Additional Securities to the Holder in accordance with the following provisions: (a) pursuant The Maker shall deliver a notice (the "Notice") to the exercise Holder, at least ten (10) business days prior to the date on which it proposes to offer such Additional Securities, stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of any stock options granted under such Additional Securities to be offered, (iii) the Company’s stock option plan; orprice and additional terms, if any, upon which it proposes to offer such Additional Securities, and (iv) the anticipated closing date of the issuance of such Additional Securities. (b) pursuant The Holder shall have the right, exercisable by delivering written notice to such effect to the Maker within five (5) business days after its receipt of the Notice, to purchase, at the price and on the terms specified in the Notice, up to such number of Additional Securities (regardless of whether such number exceeds the aggregate number of Additional Securities originally proposed to be issued by the Maker) that have a total purchase price equal to the aggregate outstanding principal amount of, and all accrued but unpaid interest on, the Debentures held by such Holder in consideration for the exchange by such Holder of its Debentures. In order to exercise its rights under this Section 7, in addition to delivering the notice required by this subsection (b), the Holder shall be required to surrender or cause to be surrendered to the Maker the original certificate(s) representing the Debentures being so exchanged. Thereupon, the Maker shall issue and deliver to the Holder the number of any share purchase warrants issued pursuant Additional Securities to previously-completed private placements; orwhich the Holder is entitled hereunder. (c) for property interests other than money; BV shall have If all Additional Securities which the right Holder is entitled to subscribe for and purchase pursuant to this Section 7 are not purchased by the Holder as provided herein, the Maker may, during the 75-day period following the expiration of the 5-business day period provided in subsection (directly or through an affiliateb) Additional Securitiesabove, at offer the price at which remaining unsubscribed portion of such Additional Securities are offered for sale to other purchasersany person at a price not less than, up and upon terms no more favorable to its then pro rata interest the offeree than, those specified in the issued and outstanding common shares of Notice. If the Company, in each case, prior to giving effect to Maker does not consummate the issuance or sale of such Additional Securities (within such period, the “Maximum right provided hereunder shall be deemed to be revived and such Additional Securities”)Securities shall not be offered or sold unless first reoffered to the Holder in accordance herewith. 7.02 If (d) Notwithstanding the Company intends foregoing, in no event shall the participation rights granted in this Section 7 be applicable to authorize and/or issue Additional Securities that give rise (i) the issuance of shares of Common Stock upon the exercise or conversion of the Maker's options, warrants or other convertible securities outstanding as of the date hereof and disclosed on Schedule 3.3 to BV’s rights the Purchase Agreement in accordance with the terms of such options, warrants or other securities as in effect on the date hereof, (ii) the grant of options to purchase Common Stock, with exercise prices not less than the market price of the Common Stock on the date of grant, which are issued to employees, directors or consultants pursuant to paragraph 7.01an equity compensation plan approved by the Maker's board of directors, and the issuance of shares of Common Stock upon the exercise thereof, (iii) the issuance of shares of Common Stock upon the conversion of the Debentures or exercise of the Warrants, (iv) the issuance of shares of Common Stock to the Holders as payment of interest on the Debentures, in accordance with the terms of the Debentures, (v) the issuance of shares of Common Stock pursuant to stock splits, combinations, subdivisions, dividends or other distributions on the outstanding shares of the Common Stock, (vi) the issuance of securities in connection with strategic business partnerships, and (vii) the issuance of securities pursuant to any credit line or equipment financing from a bank or similar financial or lending institution approved by the Maker's board of directors, which, in the case of any transaction described in clause (ii), (vi) or (vii), is not, in the good faith judgment of the Maker's board of directors, for the primary purpose of raising additional capital. (e) The participation right set forth in this Section 7 is in addition to, and not in lieu of, the Company shall provide notice to BV (the “Rights Notice”) no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV’s rights pursuant to paragraph 7.01. 7.03 The Rights Notice shall provide the same information to BV regarding the particulars participation right set forth in Section 4.4 of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities. BV shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if any, up to the Maximum Additional Securities, which BV intends to subscribe for and purchase. Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same manner as other persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscriptionPurchase Agreement.