Common use of Participation Right Clause in Contracts

Participation Right. (a) The Company agrees that for the period from the date of this Agreement until 3 years after the First Closing (Participation Period), the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing unless the Company has first complied with this clause 11. (c) The Company shall deliver to the Investor an irrevocable written notice (the Offer Notice) of any proposed or intended Financing (the Offer) of the Securities or rights to acquire Securities being offered (the Offered Securities) in a Subsequent Placement, which Offer Notice shall: (i) identify and describe the Offered Securities; (ii) describe the anticipated price and other 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; (iii) identify the persons or entities (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 the Investors at least fifty percent (50%) of the Offered Securities (the Investor’s Portion). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (e) To accept an Offer, in whole or in part, the Investor must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th Business Day after the Investor’s receipt of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (h) The Company shall have fifteen (15) Business Days from the expiration of the Offer Period above to: (i) offer, issue, sell or exchange all or any part of such Offered Securities as to which an Acceptance Notice has not been given by the Investor (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement), but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable to the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (j) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration of the Offer Period, the Investor shall acquire from the Company, and the Company shall issue to the Investor, the number of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) The purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of Shares.

Participation Right. If, at any time prior to the eighteen month anniversary of the Closing Date, the Company offers any Common Stock or Common Stock Equivalents (acollectively, the “Offered Securities”) The Company agrees that for the period from the date of this Agreement until 3 years after the First Closing in a subsequent transaction (Participation Period“Subsequent Placement”), the Investor Company shall have first offer the right (but not Offered Securities to the obligation) to participate Investors in any Financing undertaken by accordance with the Company on the terms set out in this clause 11.following provisions: (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing unless the Company has first complied with this clause 11. (ca) The Company shall deliver to the each Investor an irrevocable a written notice (the Offer Notice“Offer”) of any proposed or intended Financing (the Offer) issuance or sale or exchange of the Offered Securities or rights to acquire Securities being offered (the Offered Securities) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe identify the anticipated price and other material terms upon which they the Offered Securities are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged; exchanged (iii) but need not identify the persons or entities offerees) and (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and (ivz) offer to issue and sell to or exchange with each Investor such Investor’s pro rata portion (based upon such Investor’s percentage ownership of the Investors at least fifty percent (50%total number of issued and outstanding Shares) of up to 35% of the Offered Securities Securities, for the price and upon the terms and conditions set forth in the Offer (the Investor’s Portion“Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the an Investor must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th Business third (3) Trading Day after from the Investor’s receipt delivery of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out Offer, setting forth the portion of the Investor’s Portion Basic Amount that the such Investor elects to purchase. purchase (g) Notwithstanding anything to the contrary in this Agreement, if the Company desires to modify or amend the terms and conditions “Notice of the Offer, in any material respect, prior to the expiration of the Offer Period, the Company must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(eAcceptance”). (hc) The Company shall have fifteen ten (1510) Business Trading Days from the expiration of the Offer Period period set forth in Section 4.11(b) above to: (i) offer, to issue, sell or exchange all or any part of of, and publicly announce the transaction with respect to, such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor Investors (the “Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favourable favorable to the acquiring Person or Persons or less favourable to the Company than those set out forth in the Offer Notice; and Offer. If by the end of the ten (ii10) complete Trading Days referenced in this subsection the transactions contemplated by Company has not made a public announcement with respect to the transaction involving such Subsequent Placement AgreementOffered Securities, such transaction shall be deemed terminated and knowledge of such transaction shall no longer be deemed material, non-public information. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the each Investor shall acquire from the Company, and the Company shall issue to the each Investor, the number or amount of Offered Securities specified in the such Investor’s Notice of Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (ke) The purchase by the Investor of any Offered Securities is subject rights contained in this Section shall not apply to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken issuance by the Company, but shall exclude any pro-rata offer from time to time hereafter, of (i) shares of Common Stock or Common Stock Equivalents to consultants, employees, officers, or directors of the Company, as compensation for their services to the then existing Company or any of its direct or indirect Subsidiaries pursuant to arrangements approved by the Board of Directors of the Company, (ii) Securities pursuant to the Transaction Documents, (iii) shares of Common Stock issued and sold in a firm commitment underwritten public offering (which shall not include an equity line of credit, shelf takedown, or similar financing arrangement) resulting in net proceeds to the Company of in excess of $15,000,000, (iv) 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, (v) shares of Common Stock or Common Stock Equivalents issued in connection with Strategic Transactions, (vi) shares of Common Stock or Common Stock Equivalents as a stock dividend to holders of SharesCommon Stock or upon any subdivision or combination of shares of Common Stock, or (vii) any shares of Common Stock upon conversion of Common Stock Equivalents.

Participation Right. (a) The Company agrees that for the period from the date of this Agreement until 3 years From and after the First Closing Closing, if the Issuer shall issue or sell New Securities (Participation Periodincluding, in connection with any acquisition of any assets or businesses by the Issuer or its Subsidiaries) pursuant to which the Issuer receives in the aggregate (or would receive upon the exercise of any New Security), in any one or a series of related transactions, greater than $1,000,000 in gross proceeds, in cash, property (including assets acquired) or other consideration, the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms and subject to the conditions set out forth in this clause 11Section 1.5) to purchase from the Issuer up to the amount of New Securities specified herein. This participation right shall be subject to the following provisions: (a) In the event that the Issuer at any time issues or sells New Securities with respect to which the Investor’s rights under this Section 1.5 apply, it will give the Investor written notice (each, a “New Issuance Notice”) of such issuance or sale and documentation relating to such issuance or sale not more than five (5) Business Days after the consummation of such issuance or sale. The New Issuance Notice shall describe (i) the terms and conditions of the New Securities giving rise to the participation right, (ii) the amount of New Securities issued or sold by the Issuer, (iii) the price (which, in the case where such New Securities are issued or sold other than for cash, will be deemed to be the fair market value, as determined by the Issuer Board in good faith, of the consideration received by the Issuer in respect of such issuance or sale of New Securities) and the general terms upon which the Issuer issued or sold such New Securities and (iv) the Maximum Amount (as defined below). In order to exercise its participation right, Investor will give the Issuer written notice (which notice shall be irrevocable when given) of the amount of New Securities it will purchase (which amount will not exceed its Maximum Amount) within ten (10) days after its receipt of the applicable New Issuance Notice. The failure to respond during such ten (10) day period shall constitute a waiver of the Investor’s rights under this Section 1.5 in respect of such issuance; provided, however, that in the event the Investor has sold shares of Issuer Common Stock in the six (6) month period preceding the date the New Issuance Notice is delivered to it and such sale was not otherwise an exempt sale for purposes of Section 16(b) under the Exchange Act, then Investor’s period to give notice of its agreement to purchase New Securities pursuant to this Section 1.5 will be extended until the date which is six-months and one day from the date of Investor’s last matchable sale (for purposes of Section 16(b) under the Exchange Act) of Issuer Common Stock, and all other periods referred to in Section 1.5(a) through (d) will be adjusted accordingly. (b) During The maximum amount of New Securities which Investor may purchase pursuant to its participation right under this Section 1.5, in connection with an issuance of New Securities (the Participation Period “Maximum Amount”), shall equal the Company will notdifference between: (i) the quotient of (x) the number of New Securities and (y) one (1) minus the Investor Voting Interest (expressed as a decimal); and (ii) the amount of New Securities sold or issued by the Issuer in the transaction giving rise to such participation right, directly or indirectly, effect any Financing unless as set forth in the Company has first complied with this clause 11applicable New Issuance Notice. (c) The Company shall deliver participation right set forth in this Section 1.5 with respect to any issuance of New Securities may be assigned or transferred (in whole, but not in part) by Investor to any Investor Affiliate and, in connection with any Distribution Transaction and Qualifying Transfer will be assigned (in whole, but not in part) to the Investor an irrevocable written notice (Qualified Distribution Transferee or Qualifying Transferee, as the Offer Notice) of any proposed or intended Financing (the Offer) of the Securities or rights to acquire Securities being offered (the Offered Securities) in a Subsequent Placementcase may be, which Offer Notice shall: (i) identify and describe the Offered Securities; (ii) describe the anticipated price and other 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; (iii) identify the persons or entities (if known) to which shares of Issuer Common Stock are Transferred pursuant to Section 1.2 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 the Investors at least fifty percent (50%) of the Offered Securities (the Investor’s Portion)Section 1.3. (d) The Company shall promptly notify the Investor of any changes to the anticipated price and As used in this Section 1.5, “New Securities” means Issuer Common Stock or other material terms equity securities of the Offered Securities after Issuer, whether authorized now or in the Offer Notice is sent future, and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) rights, options or warrants to purchase such Issuer Common Stock or other equity securities of the final price (or formula) and other material terms Issuer; provided, however, that the term “New Securities” does not include any of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (e) To accept an Offer, in whole or in part, the Investor must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th Business Day after the Investor’s receipt of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (h) The Company shall have fifteen (15) Business Days from the expiration of the Offer Period above to: following: (i) offersecurities (including options or warrants) issued to employees, issueconsultants, sell officers or exchange all directors of the Issuer or any part of such Offered Securities as its Subsidiaries pursuant to which an Acceptance Notice has not been given any stock option, stock purchase or stock bonus plan or other award, agreement or arrangement; provided that the same are approved by the Investor Issuer Board or the Compensation Committee of the Issuer Board; (the Refused Securitiesii) securities issued in a public offering pursuant to a definitive agreement registration under the Securities Act; (iii) securities issued pursuant to any stock split, stock dividend or recapitalization of the Subsequent Placement Agreement), but only Issuer; (iv) securities issued pursuant to the offerees described conversion, exercise or exchange of securities outstanding on the date of this Agreement; (v) securities issued to Investor upon exercise of its participation rights under this Section 1.5; and (vi) in the Offer Notice and only upon terms and conditions case of any right, option, warrant or other securities convertible into, or exercisable or exchangeable for, any other securities that are not more favourable excluded from the definition of New Securities pursuant to the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. clauses (i) In the event the Company shall propose to offerthrough (v) above, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (j) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration of the Offer Period, the Investor shall acquire from the Company, and the Company shall issue to the Investor, the number of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), any other securities issued upon the terms and conditions specified in the Offer. (k) The purchase by the Investor exercise, exchange or conversion of any Offered Securities is subject to the preparationsuch right, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor option, warrant or other persons in accordance with this clause 11 may not be offeredconvertible, issued, sold exchangeable or exchanged until they are again offered to the Investor under the procedures specified in this clause 11exercisable security. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of Shares.

Participation Right. (a) The Company agrees that for the period from From the date hereof until the two year anniversary of this Agreement until 3 years after the First Closing (Participation Period)Date, the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by neither the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will notnor any Subsidiary shall, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4(p). The Company acknowledges and agrees that the right set forth in this Section 4(p) is a right granted by the Company, separately, to each Buyer. (ci) The Company shall deliver to the Investor an irrevocable each Buyer a written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Buyer in accordance with the Investors terms of the Offer at least fifty percent 50% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4(p) shall be (50%a) based on such Buyer’s pro rata portion of the aggregate Conversion Amounts of the Special Warrants purchased hereunder by all Buyers (the “Basic 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 Investor’s Portion“Undersubscription Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eii) To accept an Offer, in whole or in part, the Investor such Buyer must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th fifth (5th) Business Day after the Investorsuch Buyer’s receipt of the Offer Notice (the “Offer Period”). (f) An Acceptance Notice must set out , setting forth the portion of the Investorsuch Buyer’s Portion Basic Amount that the Investor 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. (g) Notwithstanding anything , in addition to the contrary in this AgreementBasic 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”), 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 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, Offer in any material respect, respect prior to the expiration of the Offer Period, the Company must may deliver to the Investor each Buyer a new Offer Notice and the Offer Period shall expire on the second fifth (2nd5th) Business Day after the expiry such Buyer’s receipt of the period determined under clause 11(e)such new Offer Notice. (hiii) The Company shall have fifteen ten (1510) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor a Buyer (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable to the acquiring Person or Persons or materially less favourable favorable to the Company than those set out forth in the Offer Notice; and Notice and (ii) complete 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. (iiv) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused SecuritiesSecurities (any such sale to be in the manner and on the terms specified in Section 4(p)(iii) above), then the Investor 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 Notice to an amount that shall be in the same proportion to not less than the number or amount of the Offered Securities offeredthat such Buyer elected to purchase pursuant to Section 4(p)(ii) above multiplied by a fraction, issued, sold (i) the numerator of which shall be the number or exchanged by amount of Offered Securities the Company under actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(p) prior to such reduction) and (ii) the Subsequent Placementdenominator 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(p)(i) above. (jv) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor such Buyer shall acquire from the Company, and the Company shall issue to the Investorsuch Buyer, the number or amount of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) Notices of Acceptance. The purchase by the Investor such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor such Buyer and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Companyits counsel. (lvi) Any Offered Securities not acquired by the Investor a Buyer or other persons Persons in accordance with this clause 11 Section 4(p) may not be offered, issued, sold or exchanged until they are again offered to the Investor such Buyer under the procedures specified in this clause 11Agreement. (mvii) The Company and the Investor each Buyer agree that if the Investor any Buyer elects to participate in an 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 Buyer shall not be required to agree to any restrictions in on trading as to any securities of the Company owned by such Buyer prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nviii) For Notwithstanding anything to the purposes of contrary in this clause 11Section 4(p) and unless otherwise agreed to by such Buyer, Financing the Company shall mean any direct either confirm in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or indirect issuanceshall publicly disclose its intention to issue the Offered Securities, sale or disposal in either case in such a manner such that such Buyer will not be in possession of any Security 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 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 or any of the Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Buyer with another Offer Notice and such Buyer will again have the right of participation set forth in this Section 4(p). The Company shall not be permitted to acquire or subscribe for a Security deliver more than one such Offer Notice to such Buyer in the Company, whether by way of anany sixty (60) day period. (iix) equity raising; (iiThe restrictions contained in this Section 4(p) debt raising; (iii) fundraising by way shall not apply in connection with the issuance of any convertible instrument; (ivExcluded Securities. The Company shall not circumvent the provisions of this Section 4(p) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer providing terms or conditions to the then existing holders of Sharesone Buyer that are not provided to all.

Participation Right. (a) The Company agrees that From the date hereof until 24 months after the Closing, except for the period from the date of this Agreement until 3 years after the First Closing (Participation Period)Other Securities Purchase Agreements, if any, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4.15. The Company acknowledges and agrees that the right set forth in this Section 4.15 is a right granted by the Company to each Investor, for so long as it or any of its affiliates in the aggregate holds at least one percent of the Common Stock then outstanding on a fully-diluted basis. (ca) The Company shall deliver to the each Investor an irrevocable a written notice (the ”Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the ”Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Investor in accordance with the Investors at least fifty percent (50%) terms of the Offer such Investor’s pro rata portion of the Offered Securities Securities, calculated by dividing (i) the Investor’s Portionnumber of shares of Common Stock, including options and convertible securities whether or not actually exercised at such time, owned by such Investor as of immediately prior to the Offer, by (ii) the Common Stock then outstanding on a fully-diluted basis (such pro rata portion, the “Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the an Investor must deliver a an irrevocable written notice (Acceptance Notice) to the Company prior to the end of the 5th third (3rd) Business Day after the such Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Investor’s Basic Amount that such Investor elects to purchase (the “Notice of Acceptance”). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor Investors (the “Refused Securities”) pursuant to a definitive agreement 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, share prices and interest rates) that are not materially more favourable favorable (when viewed on an aggregate basis) to the acquiring Person or Persons or materially less favourable favorable (when viewed on an aggregate basis) to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor Investors shall acquire from the Company, subject to the terms and conditions specified in the Offer Notice, and the Company shall issue to the InvestorInvestors, the number or amount of Offered Securities specified in the Acceptance NoticeNotices of Acceptance, as reduced pursuant subject to clause 11(i), upon the terms and conditions specified in the Offer. (k) Offer Notice. The purchase by the Investor Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor Investors of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor Investors and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor Company and the Companyits counsel. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (me) The Company and the each Investor agree that if the such Investor elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provisions whereby such Investor shall be required to agree to any restrictions in on trading as to any securities of the Company owned by such Investor prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nf) For Notwithstanding anything to the purposes contrary in this Section 4.15 and unless otherwise agreed to by each Investor, the Company shall either confirm in writing to each 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 such Investor will not be in possession of any material, non-public information, by the thirtieth (30th) Business Day following delivery of the Offer Notice (or any later follow-up Offer Notice or offer terms provided pursuant to the terms of this clause 11Section 4.15(b) (the “Public Notice Date”). If by the Public Notice Date, Financing 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 each Investor, such transaction shall mean any direct or indirect issuance, sale or disposal be deemed to have been abandoned. (g) The restrictions contained in this Section 4.15 shall not apply in connection with the issuance of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of SharesExcluded Securities.

Participation Right. (a) The Company agrees that From the date hereof until 24 months after the Closing, except for the period from Other Securities Purchase Agreements, if any, and the date of this Agreement until 3 years after the First Closing (Participation Period)Rights Offering, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4.15 . The Company acknowledges and agrees that the right set forth in this Section 4.15 is a right granted by the Company to each Investor, for so long as it or any of its affiliates in the aggregate holds at least one percent of the Common Stock Deemed Outstanding (as defined in the Warrants). (ca) The Company shall deliver to the each Investor an irrevocable a written notice (the ”Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Investor in accordance with the Investors at least fifty percent (50%) terms of the Offer such Investor’s pro rata portion of the Offered Securities Securities, calculated by dividing (i) the Investor’s Portionnumber of shares of Common Stock Deemed Outstanding (as defined in the Warrants) owned by such Investor as of immediately prior to the Offer, by (ii) the Common Stock Deemed Outstanding (as defined in the Warrants) (such pro rata portion, the “Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the an Investor must deliver a an irrevocable written notice (Acceptance Notice) to the Company prior to the end of the 5th third (3rd) Business Day after the such Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Investor’s Basic Amount that such Investor elects to purchase (the “Notice of Acceptance”). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor Investors (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable (when viewed on an aggregate basis) to the acquiring Person or Persons or materially less favourable favorable (when viewed on an aggregate basis) to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor Investors shall acquire from the Company, subject to the terms and conditions specified in the Offer Notice, and the Company shall issue to the InvestorInvestors, the number or amount of Offered Securities specified in the Acceptance NoticeNotices of Acceptance, as reduced pursuant subject to clause 11(i), upon the terms and conditions specified in the Offer. (k) Offer Notice. The purchase by the Investor Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor Investors of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor Investors and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor Company and the Companyits counsel. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (me) The Company and the each Investor agree that if the such Investor elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provisions whereby such Investor shall be required to agree to any restrictions in on trading as to any securities of the Company owned by such Investor prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nf) For Notwithstanding anything to the purposes contrary in this Section 4.15 and unless otherwise agreed to by each Investor, the Company shall either confirm in writing to each 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 such Investor will not be in possession of any material, non-public information, by the thirtieth (30th) Business Day following delivery of the Offer Notice (or any later follow-up Offer Notice or offer terms provided pursuant to the terms of this clause 11Section 4.15(b) (the “Public Notice Date”). If by the Public Notice Date, Financing 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 each Investor, such transaction shall mean any direct or indirect issuance, sale or disposal be deemed to have been abandoned. (g) The restrictions contained in this Section 4.15 shall not apply in connection with the issuance of any Security Excluded Securities (as defined herein or as defined in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of SharesWarrants).

Participation Right. (a) The Company agrees that for the period from From the date hereof until the twelve (12) month anniversary of this Agreement until 3 years after the First Closing (Participation Period)Date, the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by neither the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will notnor any of its Subsidiaries shall, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 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 each Buyer. From the date hereof, Section 4(n) of the August Purchase Agreement will no longer be in effect and this Section 4(n) supersedes Section 4(n) of the August Purchase Agreement. (ci) The Company shall deliver to such Buyer via facsimile or via e-mail to the Investor e-mail address provided in writing by such Buyer to the Company an irrevocable written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Buyer in accordance with the Investors at least fifty percent terms of the Offer 100% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4(n) shall be (50%a) based on such Buyer’s pro rata portion of the aggregate number of Common Shares purchased hereunder by all Buyers (the “Basic 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 Investor’s Portion“Undersubscription Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eii) To accept an Offer, in whole or in part, the Investor such Buyer must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th Business Day after the Investor’s 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”). (f) An Acceptance Notice must set out , setting forth the portion of the Investorsuch Buyer’s Portion Basic Amount that the Investor 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. (g) Notwithstanding anything , in addition to the contrary in this AgreementBasic 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 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, in any material respect, Offer prior to the expiration of the Offer Period, the Company must may deliver to the Investor each Buyer a new Offer Notice and the Offer Period shall expire on immediately following the second end of 2 hours and 30 minutes following (2nd1) Business Day after 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 expiry Company from such Buyer of the period determined under clause 11(ereceipt 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). (hiii) The Company shall have fifteen three (153) Business Days days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor a Buyer (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable to the acquiring Person or Persons or less favourable favorable to the Company than those set out forth in the Offer Notice; and Notice and (ii) complete 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. (iiv) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused SecuritiesSecurities (any such sale to be in the manner and on the terms specified in Section 4(n)(iii) above), then the Investor 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 Notice to an amount that shall be in the same proportion to not less than the number or amount of the Offered Securities offeredthat such Buyer elected to purchase pursuant to Section 4(n)(ii) above multiplied by a fraction, issued, sold (i) the numerator of which shall be the number or exchanged by amount of Offered Securities the Company under actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(n) prior to such reduction) and (ii) the Subsequent Placementdenominator 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. (jv) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor such Buyer shall acquire from the Company, and the Company shall issue to the Investorsuch Buyer, the number or amount of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) its Notice of Acceptance. The purchase by the Investor such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor such Buyer and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Companyits counsel. (lvi) Any Offered Securities not acquired by the Investor a Buyer or other persons Persons in accordance with this clause 11 Section 4(n) may not be offered, issued, sold or exchanged until they are again offered to the Investor such Buyer under the procedures specified in this clause 11Agreement. (mvii) The Company and the Investor each Buyer agree that if the Investor any Buyer elects to participate in an 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 Buyer shall not be required to agree to any restrictions in on trading as to any securities of the Company owned by or be required to consent to any amendment to or termination of, or grant any waiver, release or the Investorlike under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company. (nviii) For Notwithstanding anything to the purposes of contrary in this clause 11Section 4(n) and unless otherwise agreed to by such Buyer, Financing the Company shall mean any direct either confirm in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or indirect issuanceshall publicly disclose its intention to issue the Offered Securities, sale or disposal in either case in such a manner such that such Buyer will not be in possession of any Security 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 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 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). The Company shall not be permitted to acquire or subscribe for a Security deliver more than two Offer Notices to such Buyer in any sixty (60) day period, except as expressly contemplated by the Company, whether by way last sentence of anSection 4(n)(ii). (ix) The restrictions contained in this Section 4(n) shall not apply in connection with the issuance of (i) equity raising; any Excluded Securities and (ii) debt raising; (iiishares 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 not circumvent the provisions of this Section 4(n) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer providing terms or conditions to the then existing holders of Sharesone Buyer that are not provided to all.

Participation Right. (a) The Company agrees that for At any time on or prior to the period from first anniversary of the date of this Agreement until 3 years after the First later of the Closing (Participation Period)Date of the Initial Tranche or the Closing Date, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 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 each Buyer. (ci) The At least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a written notice (each such notice, a “Pre-Notice”). Upon the Investor written request of a Buyer within three (3) Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iA) identify and describe the Offered Securities; , (iiB) describe the anticipated price and other 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; , (iiiC) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivD) offer to issue and sell to or exchange with such Buyer in accordance with the Investors at least fifty percent terms of the Offer such Buyer’s pro rata portion of 100% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4(n) shall be (50%x) based on such Buyer’s pro rata portion of the aggregate Principal Amount of Notes purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the Investor’s Portion“Undersubscription Amount”), which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount. (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eii) To accept an Offer, in whole or in part, the Investor such Buyer must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th fifth (5th) Business Day after the Investorsuch Buyer’s receipt of the Offer Notice (the “Offer Period”). (f) An Acceptance Notice must set out , setting forth the portion of the Investorsuch Buyer’s Portion Basic Amount that the Investor such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase. (g) Notwithstanding anything , in addition to the contrary in this AgreementBasic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer, in any material respect, Offer prior to the expiration of the Offer Period, the Company must may deliver to the Investor each Buyer a new Offer Notice and the Offer Period shall expire on the second fifth (2nd5th) Business Day after the expiry such Xxxxx’s receipt of the period determined under clause 11(e)such new Offer Notice. (hiii) The Company shall have fifteen five (155) Business Days from the expiration of the Offer Period above to: (iA) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor a Buyer (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable to the acquiring Person or Persons or less favourable favorable to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jiv) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor such Buyer shall acquire from the Company, and the Company shall issue to the Investorsuch Buyer, the number or amount of Offered Securities specified in the Acceptance Noticeits Notice of Acceptance, as reduced pursuant to clause 11(iSection 4(n)(ii)) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. (k) . The purchase by the Investor such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor such Buyer and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Companyits counsel. (lv) Any Offered Securities not acquired by the Investor a Buyer or other persons Persons in accordance with this clause 11 Section 4(n) may not be offered, issued, sold or exchanged until they are again offered to the Investor such Buyer under the procedures specified in this clause 11Agreement. (mvi) The Company Notwithstanding anything to the contrary in this Section 4(n) and the Investor agree that if the Investor elects unless otherwise agreed to participate in an Offerby 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 fifth (5th) Business Day following delivery of the Offer Notice. If by such fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall not be required in possession of any material, non-public information with respect to agree to any restrictions in trading as to any securities of the Company owned or any of its Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Buyer with another Offer Notice 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 one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the Investorlast sentence of Section 4(n)(ii). (nvii) For The restrictions contained in this Section 4(n) shall not apply in connection with the purposes issuance of any Excluded Securities. The Company shall not circumvent the provisions of this clause 11Section 4(n) by providing terms or conditions to one Buyer that are not provided to all, Financing shall mean except with respect to any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of SharesExcluded Securities.

Participation Right. (a) The Company agrees that for For a period of 24 months following the period from the date of this Agreement until 3 years after the First Closing (Participation Period)Date, the Investor shall have the right (but not the obligation) to participate in any Financing undertaken subsequent equity financing (a “Subsequent Financing”), on the same terms, conditions and price (whether fixed or determined by formula) provided for in the Subsequent Financing; provided, however, that nothing shall preclude the Company on from also selling the terms set out in same securities to other investors not a party to the transaction contemplated by this clause 11Agreement as well as part of the Subsequent Financing. (b) During At least 5 business days prior to the Participation Period closing of the Company will notSubsequent Financing, directly or indirectly, effect any Financing unless the Company has first complied with this clause 11. (c) The Company shall deliver to the Investor an irrevocable a written notice (the Offer Notice) of any proposed or intended its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Offer) Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Securities or rights to acquire Securities being offered (the Offered Securities) in Investor, for a Subsequent PlacementFinancing Notice, which Offer the Company shall promptly, but no later than 1 business day after such request, deliver a Subsequent Financing Notice shall:to the Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (ic) identify and describe If the Offered Securities; Investor desires to participate in such Subsequent Financing the Investor must provide written notice to the Company by not later than 5:30 p.m. (iiNew York City time) describe on the anticipated price and other material terms upon which they are 5th business day after all investors have received the Pre-Notice that the Investor is willing to be issuedparticipate in the Subsequent Financing, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged; (iii) identify the persons or entities (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 the Investors at least fifty percent (50%) of the Offered Securities (the Investor’s Portion)participation, and that the Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from the Investor as of such 5th business day, the investor shall be deemed to have notified the Company that it does not elect to participate. (d) The Company shall promptly notify Following 5:30 p.m. (New York City time) on the Investor 5th business day after all of any changes to investors have received the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and Pre-Notice, the Company shall provide have the Investor reasonable notice (which shall not be less right to close the Subsequent Financing upon terms no more favorable than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e)as set forth in Subsequent Financing Notice. (e) To accept an Offer, in whole or in part, the Investor must deliver a written notice (Acceptance Notice) The foregoing right to participate shall not apply to subsequent closings with respect to the Company offering contemplated by this Agreement effected prior to the end filing of the 5th Business Day after the Investor’s receipt Registration Statement, issuances of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out the portion equity or equity linked securities under equity incentive plans, issuances of the Investor’s Portion that the Investor elects warrants to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (h) The Company shall have fifteen (15) Business Days from the expiration of the Offer Period above to: (i) offer, issue, sell or exchange all or any part of such Offered Securities as to which an Acceptance Notice has not been given by the Investor (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement), but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable to the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (j) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration of the Offer Period, the Investor shall acquire from the Company, and the Company shall issue to the Investor, the number of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) The purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor consultants or other persons service providers in accordance exchange for bona fide services or in connection with this clause 11 may not be offeredany merger, issued, sold acquisition or exchanged until they are again offered to the Investor under the procedures specified in this clause 11strategic transaction. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of Shares.”

Participation Right. (a) The Company agrees that During the term of this Agreement, if the Corporation proposes to issue (the “Issuance”) any equity securities, or securities convertible into or exercisable to acquire equity securities, of the Corporation (the “Equity Securities”), whether pursuant to a public offering (excluding, for greater certainty, the period from filing of a base shelf prospectus, but including any prospectus supplement filed pursuant to such base shelf prospectus), a private placement or otherwise (an “Equity Financing”) at any time after the date hereof, the Corporation shall provide the Investor reasonable notice (the “Equity Financing Notice”) of this Agreement until 3 years after such intended Issuance as soon as practicable and in any event prior to the First Closing earlier of (Participation Periodi) the Corporation entering into an agreement to issue, distribute or offer Equity Securities pursuant to the Issuance, and (ii) the issuance of a press release or other public disclosure of such intended Issuance, including the type and number of Equity Securities, the price per Equity Security to be issued under the Equity Financing, the expected use of proceeds of the Equity Financing and the expected closing date of the Equity Financing to the extent known at the time.‌‌ (b) The Corporation agrees that, subject to the receipt of all required regulatory approvals (including the approval of the TSXV or such other stock exchange on which the Shares are listed at such time), the Investor shall have has the right (but not the obligation) (the “Participation Right”), upon receipt of an Equity Financing Notice, to participate subscribe for and to be issued, as part of any public offering, subject to Section 2.1(b)(ii), or on a private placement basis in connection with any Financing undertaken by other Equity Financing, and at the Company subscription price per Equity Security pursuant to the Equity Financing, and otherwise on substantially the same terms set out in this clause 11.and conditions of the Equity Financing: (bi) During in the Participation Period case of an Equity Financing of Shares, up to such number of Shares that will allow the Company Investor and its affiliates to maintain a percentage ownership interest in the outstanding Shares that is the same as the Investor’s Percentage immediately prior to the closing of such Equity Financing; and (ii) in the case of an Equity Financing of Equity Securities that are not solely Shares, up to such number of Equity Securities that will not, directly or indirectly, effect any Financing unless allow the Company has first complied with this clause 11Investor and its affiliates to maintain the same Investor’s Diluted Ownership Percentage in the Corporation that the Investor held immediately prior to the closing of such Equity Financing. (c) The Company Corporation agrees that if an Equity Financing is made on a public basis, the Corporation shall deliver use its commercially reasonable efforts to include any Equity Securities to be issued to the Investor an irrevocable written notice (the Offer Notice) of any proposed or intended Financing (the Offer) pursuant to its Participation Rights as part of the prospectus offering, provided that if the Corporation is unable, despite using its commercially reasonable efforts, to include such Equity Securities or rights to acquire Securities being offered (the Offered Securities) in a Subsequent Placement, which Offer Notice shall: (i) identify and describe the Offered Securities; (ii) describe the anticipated price and other material terms upon which they are to be issued, sold or exchanged, and the number or amount as part of the Offered prospectus offering, the Corporation shall, if requested by the Investor and subject to the receipt of all required regulatory approvals (including the approval of the TSXV or such other stock exchange on which the Shares are listed at such time), sell such Equity Securities to be issued, sold the Investor on a private placement basis as soon as reasonably practicable following or exchanged; (iii) identify the persons or entities (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 concurrent with the Investors at least fifty percent (50%) closing of the Offered Securities (the Investor’s Portion)such Equity Financing. (d) The Company shall promptly notify If the Investor wishes to exercise the Participation Right in respect of any changes a particular Equity Financing, the Investor shall give written notice to the anticipated price and other material terms of Corporation (the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days“Exercise Notice”) of the final price exercise of such right and of the number of Equity Securities the Investor wishes to purchase (i) subject to (ii) below, within five Business Days following the date of the Equity Financing Notice; or (ii) notwithstanding (i), no later than 7:00 am (Toronto time) on the Business Day immediately following the date of the Equity Financing Notice in the event an Equity Financing is a “bought deal” public offering to be completed by way of short form prospectus (in either case, the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right in respect of such Equity Financing. If the Investor does not exercise the Participation Right, the Corporation may during the 60 days following the end of the Notice Period proceed to close an Equity Financing materially on the same terms (or formulaon better terms to the Corporation) and other material terms of the Offered Securities before as were made available to the Investor and if an Equity Financing is required to provide not so implemented within the Company any notice of their election to accept such Offer pursuant to clause 11(e).said 60 days, the Corporation must again meet its obligations under this Article 2.‌ (e) To accept an Offer, in whole or in part, the Investor must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th Business Day after the Investor’s receipt of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (h) The Company shall have fifteen (15) Business Days from the expiration of the Offer Period above to: (i) offer, issue, sell or exchange all or any part of such Offered Securities as to which an Acceptance Notice has not been given by the Investor (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement), but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable to the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event that the Company shall propose to offerCorporation is listed on the TSXV, issue, sell or exchange less than all the Refused Securities, then the Investor may, if an Equity Financing would constitute a Material Transaction (as defined in its sole discretion, reduce the number Section 1.7 under Policy 4.1 – Private Placements of the Offered Securities specified in its Acceptance Notice TSXV Corporate Finance Manual), the subscription price per Equity Security subject to an amount that the Participation Right shall be in determined based upon the same proportion to the number market price of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (j) Upon Shares on the later of: (i) the closing day after the announcement by the Corporation of the issuance, sale or exchange of Offered SecuritiesMaterial Transaction; orand‌ (ii) 15 Business Days after the expiration date the Investor determines to exercise its Participation Right hereunder; unless the conditions set forth in Section 1.7 under Policy 4.1 – Private Placements of the Offer Period, the Investor shall acquire from the Company, and the Company shall issue TSXV Corporate Finance Manual with respect to the Investor, the number of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms “part and conditions specified in the Offerparcel pricing” exception are satisfied. (k) The purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of Shares.

Participation Right. (a) The Company agrees that for the period from From the date of this Agreement hereof until 3 years after the First Closing (Participation Period)November 20, 2014, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4.15. The Company acknowledges and agrees that the right set forth in this Section 4.15 is a right granted by the Company to each Investor, for so long as it or any of its affiliates in the aggregate holds at least one percent of the Common Stock Deemed Outstanding (as defined in the Warrants). (ca) The Company shall deliver to the each Investor an irrevocable a written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Investor in accordance with the Investors at least fifty percent (50%) terms of the Offer such Investor’s pro rata portion of the Offered Securities Securities, calculated by dividing (i) the Investor’s Portionnumber of shares of Common Stock Deemed Outstanding (as defined in the Warrants) owned by such Investor as of immediately prior to the Offer, by (ii) the Common Stock Deemed Outstanding (as defined in the Warrants) (such pro rata portion, the “Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the an Investor must deliver a an irrevocable written notice (Acceptance Notice) to the Company prior to the end of the 5th third (3rd) Business Day after the such Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Investor’s Basic Amount that such Investor elects to purchase (the “Notice of Acceptance”). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor Investors (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable (when viewed on an aggregate basis) to the acquiring Person or Persons or materially less favourable favorable (when viewed on an aggregate basis) to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor Investors shall acquire from the Company, subject to the terms and conditions specified in the Offer Notice, and the Company shall issue to the InvestorInvestors, the number or amount of Offered Securities specified in the Acceptance NoticeNotices of Acceptance, as reduced pursuant subject to clause 11(i), upon the terms and conditions specified in the Offer. (k) Offer Notice. The purchase by the Investor Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor Investors of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor Investors and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor Company and the Companyits counsel. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (me) The Company and the each Investor agree that if the such Investor elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provisions whereby such Investor shall be required to agree to any restrictions in on trading as to any securities of the Company owned by such Investor prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nf) For Notwithstanding anything to the purposes contrary in this Section 4.15 and unless otherwise agreed to by each Investor, the Company shall either confirm in writing to each 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 such Investor will not be in possession of any material, non-public information, by the thirtieth (30th) Business Day following delivery of the Offer Notice (or any later follow-up Offer Notice or offer terms provided pursuant to the terms of this clause 11Section 4.15(f) (the “Public Notice Date”). If by the Public Notice Date, Financing 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 each Investor, such transaction shall mean any direct or indirect issuance, sale or disposal be deemed to have been abandoned. (g) The restrictions contained in this Section 4.15 shall not apply in connection with the issuance of any Security (A) Company stock or options to purchase Company stock issued to directors, officers, employees or consultants of the Company in connection with their service as directors or officers of the Company, their employment by the Company or right their retention as consultants by the Company pursuant to acquire an equity compensation program or subscribe for a Security other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the Companyaggregate, whether by way exceed more than 10% of an the Common Stock issued and outstanding immediately prior to the date hereof, (iB) Common Stock or standard warrants (including so-called xxxxx warrants) to purchase Common Stock in connection with strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity raising; (ii) debt raising; (iii) fundraising by way kickers in lease and financing transactions, the primary purpose of any convertible instrument; (iv) any other fundraising undertaken which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, but shall exclude any pro-rata offer provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the then existing holders date hereof, (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investors, (D) shares issued or issuable by reason of a dividend, stock split or other distribution on Common Stock, (E) the Conversion Shares, (F) the Warrant Shares, or (G) any Excluded Securities (as defined in the Warrants).

Participation Right. (a) The Company agrees that for the period from From the date hereof until the twelve (12) month anniversary of this Agreement until 3 years after the First Closing (Participation Period)Date, the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by neither the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will notnor any of its Subsidiaries shall, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 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 each Buyer. From the date hereof, Section 4(n) of the May Purchase Agreement will no longer be in effect and this Section 4(n) supersedes Section 4(n) of the May Purchase Agreement. (ci) The Company shall deliver to such Buyer via facsimile or via e-mail to the Investor e-mail address provided in writing by such Buyer to the Company an irrevocable written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Buyer in accordance with the Investors at least fifty percent terms of the Offer 100% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4(n) shall be (50%a) based on such Buyer’s pro rata portion of the aggregate number of Common Shares purchased hereunder by all Buyers (the “Basic 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 Investor’s Portion“Undersubscription Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eii) To accept an Offer, in whole or in part, the Investor such Buyer must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th Business Day after the Investor’s 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”). (f) An Acceptance Notice must set out , setting forth the portion of the Investorsuch Buyer’s Portion Basic Amount that the Investor 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. (g) Notwithstanding anything , in addition to the contrary in this AgreementBasic 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 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, in any material respect, Offer prior to the expiration of the Offer Period, the Company must may deliver to the Investor each Buyer a new Offer Notice and the Offer Period shall expire on immediately following the second end of 2 hours and 30 minutes following (2nd1) Business Day after 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 expiry Company from such Buyer of the period determined under clause 11(ereceipt 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). (hiii) The Company shall have fifteen three (153) Business Days days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor a Buyer (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable to the acquiring Person or Persons or less favourable favorable to the Company than those set out forth in the Offer Notice; and Notice and (ii) complete 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. (iiv) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused SecuritiesSecurities (any such sale to be in the manner and on the terms specified in Section 4(n)(iii) above), then the Investor 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 Notice to an amount that shall be in the same proportion to not less than the number or amount of the Offered Securities offeredthat such Buyer elected to purchase pursuant to Section 4(n)(ii) above multiplied by a fraction, issued, sold (i) the numerator of which shall be the number or exchanged by amount of Offered Securities the Company under actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(n) prior to such reduction) and (ii) the Subsequent Placementdenominator 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. (jv) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor such Buyer shall acquire from the Company, and the Company shall issue to the Investorsuch Buyer, the number or amount of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) its Notice of Acceptance. The purchase by the Investor such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor such Buyer and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Companyits counsel. (lvi) Any Offered Securities not acquired by the Investor a Buyer or other persons Persons in accordance with this clause 11 Section 4(n) may not be offered, issued, sold or exchanged until they are again offered to the Investor such Buyer under the procedures specified in this clause 11Agreement. (mvii) The Company and the Investor each Buyer agree that if the Investor any Buyer elects to participate in an 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 Buyer shall not be required to agree to any restrictions in on trading as to any securities of the Company owned by or be required to consent to any amendment to or termination of, or grant any waiver, release or the Investorlike under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company. (nviii) For Notwithstanding anything to the purposes of contrary in this clause 11Section 4(n) and unless otherwise agreed to by such Buyer, Financing the Company shall mean any direct either confirm in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or indirect issuanceshall publicly disclose its intention to issue the Offered Securities, sale or disposal in either case in such a manner such that such Buyer will not be in possession of any Security 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 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 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). The Company shall not be permitted to acquire or subscribe for a Security deliver more than two Offer Notices to such Buyer in any sixty (60) day period, except as expressly contemplated by the Company, whether by way last sentence of anSection 4(n)(ii). (ix) The restrictions contained in this Section 4(n) shall not apply in connection with the issuance of (i) equity raising; any Excluded Securities and (ii) debt raising; (iiishares 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 not circumvent the provisions of this Section 4(n) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer providing terms or conditions to the then existing holders of Sharesone Buyer that are not provided to all.

Participation Right. (a) The Company agrees that for Until the period from first anniversary of the date of this Agreement until 3 years after the First Closing (Participation Period)Date, the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by neither the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will notnor any of its Subsidiaries shall, directly or indirectly, effect any Financing securities offering unless the Company has shall have first complied with this clause 11Section 4.18. The Company acknowledges and agrees that the right set forth in this Section 4.18 is a right granted by the Company, separately, to each Purchaser. (b) At least two Trading Days prior to such securities offering, the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a subsequent securities offering which notice shall describe in reasonable detail the proposed terms of such securities offering, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such securities offering is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment. (c) The Company shall deliver Any Purchaser desiring to the Investor an irrevocable participate in such securities offering must provide written notice (the Offer Notice) of any proposed or intended Financing (the Offer) of the Securities or rights to acquire Securities being offered (the Offered Securities) in a Subsequent Placement, which Offer Notice shall: (i) identify and describe the Offered Securities; (ii) describe the anticipated price and other 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; (iii) identify the persons or entities (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 the Investors at least fifty percent (50%) of the Offered Securities (the Investor’s Portion). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (e) To accept an Offer, in whole or in part, the Investor must deliver a written notice (Acceptance Notice) to the Company prior by 6:30 am (New York City time) on the Trading Day following the date on which the notice described in Section 4.18(b) is delivered to such Purchaser that such Purchaser is willing to participate in the end securities offering (which notice shall serve as irrevocable instructions to participate in such securities offering), the amount of the 5th Business Day after the Investorsuch Purchaser’s receipt of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out the portion of the Investor’s Portion participation, and representing and warranting that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreementsuch Purchaser has such funds ready, if the Company desires to modify or amend willing, and available for investment on the terms and conditions of set forth in the Offernotice described in Section 4.18(b) above and, in any material respect, prior to the expiration of the Offer Period, the Company must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (h) The Company shall have fifteen (15) Business Days from the expiration of the Offer Period above to: (i) offer, issue, sell or exchange all or any part of such Offered Securities as to which an Acceptance Notice has not been given by the Investor (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement), but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable to the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company receives such notice from the Purchaser, the Company shall propose allow the Purchaser to offerparticipate in the securities offering on the terms set forth in the Purchaser’s notice if the securities offering is consummated. If the Company receives no such notice from a Purchaser as of such time specified in this Section 4.18(c), issuesuch Purchaser shall be deemed to have notified the Company that it does not elect to participate in such securities offering. If more than one Purchaser wish to participate in such securities offering and their respective participation requests exceed the total amount of the securities offering, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce Purchasers shall participate on a pro rata basis based on the number of shares of Common Stock held by such Purchasers treating all convertible and exercisable securities such as the Offered Securities specified in its Acceptance Notice Warrants on an as if fully exercised and converted to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent PlacementCommon Stock basis. (j) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration of the Offer Period, the Investor shall acquire from the Company, and the Company shall issue to the Investor, the number of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) The purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of Shares.

Participation Right. (a) The Company agrees that From the date hereof until 24 months after the Closing, except for the period from the date of this Agreement until 3 years after the First Closing (Participation Period)Other Securities Purchase Agreements, if any, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4.15. The Company acknowledges and agrees that the right set forth in this Section 4.15 is a right granted by the Company to each Investor, for so long as it or any of its affiliates in the aggregate holds at least one percent of the Common Stock then outstanding on a fully-diluted basis. (ca) The Company shall deliver to the each Investor an irrevocable a written notice (the ”Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Investor in accordance with the Investors at least fifty percent (50%) terms of the Offer such Investor’s pro rata portion of the Offered Securities Securities, calculated by dividing (i) the Investor’s Portionnumber of shares of Common Stock, including options and convertible securities whether or not actually exercised at such time, owned by such Investor as of immediately prior to the Offer, by (ii) the Common Stock then outstanding on a fully-diluted basis (such pro rata portion, the “Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the an Investor must deliver a an irrevocable written notice (Acceptance Notice) to the Company prior to the end of the 5th third (3rd) Business Day after the such Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Investor’s Basic Amount that such Investor elects to purchase (the “Notice of Acceptance”). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor Investors (the “Refused Securities”) pursuant to a definitive agreement 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, share prices and interest rates) that are not materially more favourable favorable (when viewed on an aggregate basis) to the acquiring Person or Persons or materially less favourable favorable (when viewed on an aggregate basis) to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor Investors shall acquire from the Company, subject to the terms and conditions specified in the Offer Notice, and the Company shall issue to the InvestorInvestors, the number or amount of Offered Securities specified in the Acceptance NoticeNotices of Acceptance, as reduced pursuant subject to clause 11(i), upon the terms and conditions specified in the Offer. (k) Offer Notice. The purchase by the Investor Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor Investors of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor Investors and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor Company and the Companyits counsel. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (me) The Company and the each Investor agree that if the such Investor elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provisions whereby such Investor shall be required to agree to any restrictions in on trading as to any securities of the Company owned by such Investor prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nf) For Notwithstanding anything to the purposes contrary in this Section 4.15 and unless otherwise agreed to by each Investor, the Company shall either confirm in writing to each 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 such Investor will not be in possession of any material, non-public information, by the thirtieth (30th) Business Day following delivery of the Offer Notice (or any later follow-up Offer Notice or offer terms provided pursuant to the terms of this clause 11Section 4.15(b) (the “Public Notice Date”). If by the Public Notice Date, Financing 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 each Investor, such transaction shall mean any direct or indirect issuance, sale or disposal be deemed to have been abandoned. (g) The restrictions contained in this Section 4.15 shall not apply in connection with the issuance of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of SharesExcluded Securities.

Participation Right. (a) The Company agrees that for the period from From the date of this Agreement hereof until 3 years 24 months after the First Closing (Participation Period)Closing, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4.15. The Company acknowledges and agrees that the right set forth in this Section 4.15 is a right granted by the Company to each Investor, for so long as it or any of its affiliates in the aggregate holds at least one percent of the Common Stock Deemed Outstanding (as defined in the Warrants). (ca) The Company shall deliver to the each Investor an irrevocable a written notice (the ”Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Investor in accordance with the Investors at least fifty percent (50%) terms of the Offer such Investor’s pro rata portion of the Offered Securities Securities, calculated by dividing (i) the Investor’s Portionnumber of shares of Common Stock Deemed Outstanding (as defined in the Warrants) owned by such Investor as of immediately prior to the Offer, by (ii) the Common Stock Deemed Outstanding (as defined in the Warrants) (such pro rata portion, the “Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the an Investor must deliver a an irrevocable written notice (Acceptance Notice) to the Company prior to the end of the 5th third (3rd) Business Day after the such Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Investor’s Basic Amount that such Investor elects to purchase (the “Notice of Acceptance”). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor Investors (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable (when viewed on an aggregate basis) to the acquiring Person or Persons or materially less favourable favorable (when viewed on an aggregate basis) to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor Investors shall acquire from the Company, subject to the terms and conditions specified in the Offer Notice, and the Company shall issue to the InvestorInvestors, the number or amount of Offered Securities specified in the Acceptance NoticeNotices of Acceptance, as reduced pursuant subject to clause 11(i), upon the terms and conditions specified in the Offer. (k) Offer Notice. The purchase by the Investor Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor Investors of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor Investors and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor Company and the Companyits counsel. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (me) The Company and the each Investor agree that if the such Investor elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provisions whereby such Investor shall be required to agree to any restrictions in on trading as to any securities of the Company owned by such Investor prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nf) For Notwithstanding anything to the purposes contrary in this Section 4.15 and unless otherwise agreed to by each Investor, the Company shall either confirm in writing to each 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 such Investor will not be in possession of any material, non-public information, by the thirtieth (30th) Business Day following delivery of the Offer Notice (or any later follow-up Offer Notice or offer terms provided pursuant to the terms of this clause 11Section 4.15(b) (the “Public Notice Date”). If by the Public Notice Date, Financing 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 each Investor, such transaction shall mean any direct or indirect issuance, sale or disposal be deemed to have been abandoned. (g) The restrictions contained in this Section 4.15 shall not apply in connection with the issuance of any Security Excluded Securities (as defined herein or as defined in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of SharesWarrants).

Participation Right. If, at any time prior to the one year anniversary of the Closing Date, the Company proposes to issue any Common Stock or Common Stock Equivalents (acollectively, the "OFFERED SECURITIES") The Company agrees that for the period from the date of this Agreement until 3 years after the First Closing in a subsequent transaction (Participation Period"SUBSEQUENT PLACEMENT"), the Investor Company shall have first offer the right (but not Offered Securities to the obligation) to participate Investors in any Financing undertaken by accordance with the Company on the terms set out in this clause 11.following provisions: (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing unless the Company has first complied with this clause 11. (ca) The Company shall deliver to the each Investor an irrevocable a written notice (the Offer Notice"OFFER") of any proposed or intended Financing (the Offer) issuance or sale or exchange of the Offered Securities or rights to acquire Securities being offered (the Offered Securities) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe include the anticipated transaction documents for such Subsequent Placement, including the price and other material terms upon which they the Offered Securities are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged; exchanged and (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and (ivz) offer to issue and sell to or exchange with each Investor all or a portion of the Investors at least fifty percent Offered Securities, based on such Investor's pro rata portion (50%based upon such Investor's percentage ownership of the total number of issued and outstanding Shares) of the Offered Securities for the price and upon the terms and conditions set forth in the Offer (the Investor’s Portion"BASIC Amount"). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the an Investor must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th Business third (3) Trading Day after from the Investor’s receipt delivery of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out Offer, setting forth the portion of the Investor’s Portion 's Basic Amount that the such Investor elects to purchase. purchase (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e"NOTICE OF ACCEPTANCE"). (hc) The Company shall have fifteen seven (157) Business Trading Days from the expiration of the Offer Period period set forth in Section 4.4(b) above to: (i) offer, to issue, sell or exchange all or any part of of, and publicly announce the transaction with respect to, such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor Investors (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement"REFUSED SECURITIES"), but only to the offerees described in the Offer Notice and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favourable favorable to the acquiring Person or Persons or less favourable to the Company than those set out forth in the Offer Notice; and Offer. If by the end of the seven (ii7) complete Trading Days referenced in this subsection the transactions contemplated by Company has not made a public announcement with respect to the transaction involving such Subsequent Placement AgreementOffered Securities, such transaction shall be deemed terminated and knowledge of such transaction shall no longer be deemed material, non-public information. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the each Investor shall acquire from the Company, and the Company shall issue to the each Investor, the number or amount of Offered Securities specified in the such Investor's Notice of Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (ke) The purchase by the Investor of any Offered Securities is subject rights contained in this Section shall not apply to the preparation, execution issuance and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer from time to time hereafter, of (i) shares of Common Stock or Common Stock Equivalents to consultants, employees, officers, or directors of the Company, as compensation for their services to the then existing holders Company or any of Sharesits direct or indirect Subsidiaries pursuant to arrangements approved by the Board of Directors of the Company and consistent with past practice, (ii) the issuance of the Securities pursuant to the Transaction Documents, (iii) shares of Common Stock issued and sold in a firm commitment underwritten public offering (which shall not include an equity line of credit, shelf takedown, or similar financing arrangement) resulting in net proceeds to the Company of in excess of $15,000,000, (iv) up to 250,000 shares of Common Stock or Common Stock Equivalents issuable in connection with an equipment financing by Vencore Solutions LLC, (v) up to an aggregate of 500,000 shares of Common Stock (including any shares of Common Stock issuable in respect of Common Stock Equivalents) issued or issuable as part of a credit facility provided by Marr Technologies BV, approved bx xxe Company's Board of Directors, (vi) issuance of shares of Common Stock to Logisticorp, Inc., and Southwest Resource Preservation, Inc., or their successors and assigns, based upon the issuance and conversion of outstanding convertible debentures, with the issuance of said Common Stock not to exceed 700,000 shares, (vii) 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, (viii) shares of Common Stock issued in connection with Anti-Dilution Entitlements or New Entitlements, or (ix) shares of Common Stock or Common Stock Equivalents issued in connection with Strategic Transactions.

Participation Right. (a) The Company agrees that for the For a period of one year from the date of this Agreement until 3 years after hereof (the First Closing (“Participation Period”), the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by subsequent offering (a “Subsequent Financing”) of Common Stock or securities convertible into, exercisable or exchangeable for, or otherwise representing the Company on right to acquire shares of Common Stock (“Common Stock Equivalents”), other than an Excluded Issuance, as provided herein. At least three Business Days prior to the terms set out in this clause 11. (b) During execution of definitive documentation for a Subsequent Financing, the Participation Period the Company will not, directly or indirectly, effect any Financing unless the Company has first complied with this clause 11. (c) The Company shall deliver to the Investor an irrevocable a written notice (“Pre-Notice”), which Pre-Notice shall notify the Offer Investor that the Company would like to share with the Investor certain information which may constitute material non-public information with regard to the Company and which shall ask the Investor if it wants to review such information. The Investor shall have the right, exercisable at any time within 24 hours after its receipt of the Pre-Notice) , to notify the Company whether it wishes to review such information; provided, however that if such 24-hour period would include a period when the Investor is unable to respond due to a religious observance, then such 24-hour period shall be deemed to have commenced upon the termination of such religious observance. Upon the written request of the Investor, and only upon a request by the Investor, the Company shall promptly, but in no event later than 12 hours after the receipt of such request, deliver a subsequent notice to the Investor (a “Subsequent Financing Notice”). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, including a description of the material terms of any proposed or intended Financing (the Offer) of the Securities or rights to acquire Securities being offered (the Offered Securities) in a Subsequent Placement, which Offer Notice shall: (i) identify and describe the Offered Securities; (ii) describe the anticipated price and other 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; (iii) identify the persons or entities (if known) to which or with which the Offered Securities are Common Stock Equivalents to be offered, issued, sold or exchanged; and and the expected amount of gross proceeds of such Subsequent Financing (iv) offer to issue and sell to or exchange with the Investors at least fifty percent (50%) “Subsequent Financing Gross Proceeds”). The Investor shall notify the Company in writing within 24 hours after its receipt of the Offered Securities (Subsequent Financing Notice of its willingness to participate in the Investor’s Portion). (d) The Company shall promptly notify Subsequent Financing on the Investor terms described in the Subsequent Financing Notice, subject to completion of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before mutually acceptable documentation; provided, however that if such 24-hour period would include a period when the Investor is required unable to provide respond due to a religious observance, then the Company any notice 24-hour period shall be deemed to have commenced upon the termination of their election such religious observance. If the Investor fails to accept such Offer pursuant timely respond to clause 11(e). (e) To accept an Offer, in whole a Pre-Notice or in partSubsequent Financing Notice, the Investor must deliver a written notice (Acceptance Notice) shall have no right to participate in the Company prior to Subsequent Financing. In the end of the 5th Business Day after the Investor’s receipt of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out the portion of the Investor’s Portion event that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, if timely notifies the Company desires that it wishes to modify or amend participate in the terms and conditions Subsequent Financing, the Investor shall have the right to participate in the Subsequent Financing in an amount not to exceed the result obtained by multiplying its Pro Rata Portion (as defined below) by 30% of the OfferSubsequent Financing Gross Proceeds. As used herein, in any material respect, prior to “Pro Rata Portion” equals the expiration ratio (expressed as a fraction) of (x) the aggregate purchase price of the Offer Period, the Company must deliver to Shares and Warrants purchased by the Investor a new Offer Notice pursuant to this Agreement (the “Subscription Amount”) and (y) the Offer Period shall expire on the second (2nd) Business Day after the expiry aggregate sum of all of the period determined under clause 11(eSubscription Amounts of all investors participating in the Offering (the “Participating Investors”). (h) . The Company shall have fifteen (15) Business Days from the expiration right to sell any amount of the Offer Period above to: (i) offer, issue, sell or exchange all or any part of such Offered Securities as to which an Acceptance Notice has Subsequent Financing not been given by the Investor (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement), but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable to the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (j) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration of the Offer Period, the Investor shall acquire from the Company, and the Company shall issue to the Investor, the number of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) The purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed purchased by the Investor and the Company. Participating Investors to such investors as it may determine in its sole discretion; provided, however, that any such sales shall be on terms no more favorable to the investors than those described in the Subsequent Financing Notice. Notwithstanding the delivery of any Pre-Notice or Subsequent Financing Notice, the Company shall have the right to terminate or delay the Subsequent Financing as it may determine in its sole discretion. The Investor acknowledges and agrees that, upon its receipt of a Subsequent Financing Notice, the Investor shall be deemed to be in possession of material non-public information regarding the Company and agrees to hold such information in confidence and not to disclose such information to any other person and not to effect any transactions in the Common Stock until the earlier of (li) Any Offered Securities not acquired the public announcement of the Subsequent Financing or (ii) the receipt of written notice from the Company that it has abandoned the Subsequent Financing (which notice shall be given promptly following a determination by the Investor Company not to proceed with a Subsequent Financing). As used herein, the term “Excluded Issuance” means: (i) the issuance of the Securities pursuant to the Offering, including the issuance of the Warrant Shares upon due exercise of the Warrants; (ii) the issuance of Common Stock, including options or other persons in accordance with this clause 11 may not be offeredincentives to acquire Common Stock, issued, sold or exchanged until they are again offered pursuant to the Investor under Company’s employee benefit plans, qualified stock option plans or other employee compensation plans, in each case as adopted or approved by the procedures specified Company’s Board of Directors; (iii) the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof; provided that the terms of such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof; and (iv) the issuance of Common Stock pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a entity which is, itself or through its subsidiaries, an operating company in this clause 11. (m) The Company and a business synergistic with the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities business of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security and in which the Company or right receives benefits in addition to acquire or subscribe for a Security in the Company, whether by way investment of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Companyfunds, but shall exclude any pro-rata offer not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to the then existing holders of Sharesan entity whose primary business is investing in securities.

Participation Right. (a) The Company agrees that for Subject to the period from the date of this Agreement until 3 years after the First Closing (Participation PeriodSection 4(o)(vii), at any time on or prior to the Investor shall have first anniversary of the right (but not the obligation) to participate in any Financing undertaken by Closing Date, the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will shall not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer. (ci) If the Company proposes to offer any equity or debt securities (other than the Excluded Securities and the shares issued in connection with the acquisition of the shares and assets of another company), the Company will first offer up to an aggregate of 30% of such securities to Buyer who hold Notes that are outstanding. The Buyer will have 7 days to decide to act on the offer from the Borrower. (ii) At least seven (7) days prior to any proposed or intended Subsequent Placement, the Company shall deliver to the Investor an irrevocable each Buyer a written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iA) identify and describe the Offered Securities; , and (iiB) describe the anticipated price and other 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;. (iii) identify the persons or entities (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 the Investors at least fifty percent (50%) of the Offered Securities (the Investor’s Portion). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (e) To accept an Offer, in whole or in part, the Investor such Buyer must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th Business Day 7 days after the Investorsuch Xxxxx’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of Offered Securities (“Accepted Securities”) that such Buyer elects to purchase with the same terms and conditions as set forth in the Offer Notice ( the “Notice of Acceptance”). The aggregate Accepted Securities of all the Buyers shall not exceed 30% of the Offered Securities. (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hiv) The Company shall have fifteen (15) Business Days the right from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor a Buyer (the “Refused Securities”) pursuant to a definitive agreement agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable favorable to the acquiring Person or Persons or less favourable favorable to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (iv) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (j) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration of the Offer Period, the Investor Such Buyer shall acquire from the Company, and the Company shall issue to the Investorsuch Buyer, the number of Offered Securities specified in the Acceptance NoticeAccepted Securities, as reduced pursuant to clause 11(i)if such Buyer has so elected, upon the terms and conditions specified in the Offer. (k) . The purchase by the Investor such Buyer of any Offered Accepted Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its counsel. If the Investor and their counsel provided that purchase by such Buyer of any Accepted Securities does not occur due to any disagreement of any terms in the issue price and purchase agreement between the completion parties, the Company shall have the right to sell these Accepted Securities to any persons or entities other than the Buyer after the expected closing date for the Offered Securities shall be as set out specified in the Offer Notice or as otherwise agreed by the Investor and the CompanyNotice. (lvi) Any Offered Securities not acquired by the Investor a Buyer or other persons Persons in accordance with this clause 11 Section 4(n) may not be offered, issued, sold or exchanged until they are again offered to the Investor such Buyer under the procedures specified in this clause 11Agreement. (mvii) The Company restrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities and the Investor agree that if shares issued in connection with the Investor elects to participate in an Offer, the Buyer acquisition of shares or assets of another company. The Company shall not be required circumvent the provisions of this Section 4(o) by providing terms or conditions to agree one Buyer that are not provided to all, except with respect to any restrictions Excluded Securities and the shares issued in trading as to any securities connection with the acquisition of the Company owned by the Investorshares or assets of another company. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of Shares.

Participation Right. (a) The Company agrees that for the period from From the date of this Agreement hereof until 3 years 24 months after the First Closing (Participation Period)Closing, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4.15. The Company acknowledges and agrees that the right set forth in this Section 4.15 is a right granted by the Company to Co-Investment Fund, for so long as it or any of its affiliates in the aggregate holds at least one percent of the Common Stock Deemed Outstanding (as defined in the Warrants) (the “Designated Investor”). (ca) The Company shall deliver to the Designated Investor an irrevocable a written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with the Investors at least fifty percent (50%) Designated Investor in accordance with the terms of the Offer the Designated Investor’s pro rata portion of the Offered Securities Securities, calculated by dividing (i) the Investor’s Portionnumber of shares of Common Stock Deemed Outstanding (as defined in the Warrants) owned by the Designated Investor as of immediately prior to the Offer, by (ii) the Common Stock Deemed Outstanding (as defined in the Warrants) (such pro rata portion, the “Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the Designated Investor must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th third (3rd) Business Day after the such Designated Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the Designated Investor’s Basic Amount that such Designated Investor elects to purchase (the “Notice of Acceptance”). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Designated Investor (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable (when viewed on an aggregate basis) to the acquiring Person or Persons or materially less favourable favorable (when viewed on an aggregate basis) to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Designated Investor shall acquire from the Company, subject to the terms and conditions specified in the Offer Notice, and the Company shall issue to the Designated Investor, the number or amount of Offered Securities specified in the Acceptance NoticeNotices of Acceptance, as reduced pursuant subject to clause 11(i), upon the terms and conditions specified in the Offer. (k) Offer Notice. The purchase by the Designated Investor of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Designated Investor of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Designated Investor and their its counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor Company and the Companyits counsel. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (me) The Company and the Designated Investor agree that if the Designated Investor elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provisions whereby such Designated Investor shall be required to agree to any restrictions in on trading as to any securities of the Company owned by such Designated Investor prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nf) For Notwithstanding anything to the purposes contrary in this Section 4.15 and unless otherwise agreed to by such Designated Investor, the Company shall either confirm in writing to such Designated 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 such Designated Investor will not be in possession of any material, non-public information, by the thirtieth (30th) Business Day following delivery of the Offer Notice (or any later follow-up Offer Notice or offer terms provided pursuant to the terms of this clause 11Section 4.15(b) (the “Public Notice Date”). If by the Public Notice Date, Financing 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 Designated Investor, such transaction shall mean any direct or indirect issuance, sale or disposal be deemed to have been abandoned. (g) The restrictions contained in this Section 4.15 shall not apply in connection with the issuance of any Security Excluded Securities (as defined herein or as defined in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of SharesWarrants).

Participation Right. (a) The Company agrees that for the period from From the date of this Agreement hereof until 3 years 24 months after the First Closing (Participation Period)Closing, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4.15. The Company acknowledges and agrees that the right set forth in this Section 4.15 is a right granted by the Company to the Co-Investment Fund II L.P., for so long as it or any of its affiliates in the aggregate holds at least one percent of the Common Stock Deemed Outstanding (as defined in the Warrants) (the “Designated Investor”). (ca) The Company shall deliver to the Designated Investor an irrevocable a written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with the Investors at least fifty percent (50%) Designated Investor in accordance with the terms of the Offer the Designated Investor’s pro rata portion of the Offered Securities Securities, calculated by dividing (i) the Investor’s Portionnumber of shares of Common Stock Deemed Outstanding (as defined in the Warrants) owned by the Designated Investor as of immediately prior to the Offer, by (ii) the Common Stock Deemed Outstanding (as defined in the Warrants) (such pro rata portion, the “Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the Designated Investor must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th third (3rd) Business Day after the such Designated Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the Designated Investor’s Basic Amount that such Designated Investor elects to purchase (the "Notice of Acceptance”). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Designated Investor (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable (when viewed on an aggregate basis) to the acquiring Person or Persons or materially less favourable favorable (when viewed on an aggregate basis) to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Designated Investor shall acquire from the Company, subject to the terms and conditions specified in the Offer Notice, and the Company shall issue to the Designated Investor, the number or amount of Offered Securities specified in the Acceptance NoticeNotices of Acceptance, as reduced pursuant subject to clause 11(i), upon the terms and conditions specified in the Offer. (k) Offer Notice. The purchase by the Designated Investor of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Designated Investor of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Designated Investor and their its counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor Company and the Companyits counsel. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (me) The Company and the Designated Investor agree that if the Designated Investor elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provisions whereby such Designated Investor shall be required to agree to any restrictions in on trading as to any securities of the Company owned by such Designated Investor prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nf) Notwithstanding anything to the contrary in this Section 4.15 and unless otherwise agreed to by such Designated Investor, the Company shall either confirm in writing to such Designated 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 such Designated Investor will not be in possession of any material, non-public information, by the thirtieth (30th) Business Day following delivery of the Offer Notice (or any later follow-up Offer Notice or offer terms provided pursuant to the terms of this Section 4.15(b) (the “Public Notice Date”). If by the Public Notice Date, 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 Designated Investor, such transaction shall be deemed to have been abandoned. (g) The restrictions contained in this Section 4.15 shall not apply in connection with the issuance of any Excluded Securities (as defined herein or as defined in the Warrants). (h) Notwithstanding anything contained in this Section 4.15 to the contrary, to the extent that a purchase by the Designated Investor of its Basic Amount, with respect to a particular Offer would result in the Designated Investor or any of its affiliates beneficially owning in excess of 9.99% (the “Maximum Limit”) of the outstanding shares of Common Stock immediately following the consummation of such purchase by the Designated Investor and the simultaneous consummation of the purchases by all other Persons subscribing for Offered Securities in such Offer, then the Basic Amount so elected to be purchased by the Designated Investor shall be reduced to an amount of securities that would not result in the Designated Investor or any of its affiliates beneficially owning in excess of the Maximum Limit immediately following the consummation of such purchase by the Designated Investor and the simultaneous consummation of the purchases by all other Persons subscribing for Offered Securities in such Offer. No prior inability of the Designated Investor to exercise its rights under this Section 4.15, either in whole or in part, shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this clause 11paragraph, Financing beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall mean be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any direct portion hereof) which may be defective or indirect issuanceinconsistent with the intended Maximum Limit beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Limit limitation. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For purposes of this Section 4.15, sale in determining the number of outstanding shares of Common Stock, the Designated Investor may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K (or disposal of any Security in Form 10-KSB), Form 10-Q (or Form 10-QSB), Current Report on Form 8-K or other public filing with the Commission (as the case may be), (2) a more recent public announcement by the Company or right (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time during an Offer Period, upon the written or oral request of a Designated Investor, the Company shall within two (2) Trading Days confirm to acquire the Designated Investor the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or subscribe for a Security in exercise of convertible or exercisable securities into Common Stock, including, without limitation, securities issued pursuant to this Agreement. By written notice to the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) a Designated Investor may increase or decrease the Maximum Limit to any other fundraising undertaken by percentage not in excess of 9.99% specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, but shall exclude any pro-rata offer to the then existing holders of Shares.

Participation Right. (a) The Company agrees that for the period from From the date of this Agreement hereof until 3 years 24 months after the First Closing (Participation Period)Closing, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4.15. The Company acknowledges and agrees that the right set forth in this Section 4.15 is a right granted by the Company to Co-Investment Fund, for so long as it or any of its affiliates in the aggregate holds at least one percent of the Common Stock Deemed Outstanding (as defined in the Warrants) (the “Designated Investor”). (ca) The Company shall deliver to the Designated Investor an irrevocable a written notice (the ”Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the ”Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with the Investors at least fifty percent (50%) Designated Investor in accordance with the terms of the Offer the Designated Investor’s pro rata portion of the Offered Securities Securities, calculated by dividing (i) the Investor’s Portionnumber of shares of Common Stock Deemed Outstanding (as defined in the Warrants) owned by the Designated Investor as of immediately prior to the Offer, by (ii) the Common Stock Deemed Outstanding (as defined in the Warrants) (such pro rata portion, the “Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the Designated Investor must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th third (3rd) Business Day after the such Designated Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the Designated Investor’s Basic Amount that such Designated Investor elects to purchase (the “Notice of Acceptance”). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Designated Investor (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable (when viewed on an aggregate basis) to the acquiring Person or Persons or materially less favourable favorable (when viewed on an aggregate basis) to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Designated Investor shall acquire from the Company, subject to the terms and conditions specified in the Offer Notice, and the Company shall issue to the Designated Investor, the number or amount of Offered Securities specified in the Acceptance NoticeNotices of Acceptance, as reduced pursuant subject to clause 11(i), upon the terms and conditions specified in the Offer. (k) Offer Notice. The purchase by the Designated Investor of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Designated Investor of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Designated Investor and their its counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor Company and the Companyits counsel. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (me) The Company and the Designated Investor agree that if the Designated Investor elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provisions whereby such Designated Investor shall be required to agree to any restrictions in on trading as to any securities of the Company owned by such Designated Investor prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nf) For Notwithstanding anything to the purposes contrary in this Section 4.15 and unless otherwise agreed to by such Designated Investor, the Company shall either confirm in writing to such Designated 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 such Designated Investor will not be in possession of any material, non-public information, by the thirtieth (30th) Business Day following delivery of the Offer Notice (or any later follow-up Offer Notice or offer terms provided pursuant to the terms of this clause 11Section 4.15(b) (the “Public Notice Date”). If by the Public Notice Date, Financing 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 Designated Investor, such transaction shall mean any direct or indirect issuance, sale or disposal be deemed to have been abandoned. (g) The restrictions contained in this Section 4.15 shall not apply in connection with the issuance of any Security Excluded Securities (as defined herein or as defined in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of SharesWarrants).

Participation Right. (a) The Company agrees that for For a period of 24 months following the period from the date of this Agreement until 3 years after the First Closing (Participation Period)Date, the Investor shall have the right (but not the obligation) to participate in any Financing undertaken subsequent equity financing (a “Subsequent Financing”), on the same terms, conditions and price (whether fixed or determined by formula) provided for in the Subsequent Financing; provided, however, that nothing shall preclude the Company on from also selling the terms set out in same securities to other investors not a party to the transaction contemplated by this clause 11Agreement as well as part of the Subsequent Financing. (b) During At least five (5) business days prior to the Participation Period closing of the Company will notSubsequent Financing, directly or indirectly, effect any Financing unless the Company has first complied with this clause 11. (c) The Company shall deliver to the Investor an irrevocable a written notice (the Offer Notice) of any proposed or intended its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Offer) Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Securities or rights to acquire Securities being offered (the Offered Securities) in Investor, for a Subsequent PlacementFinancing Notice, which Offer the Company shall promptly, but no later than one (1) business day after such request, deliver a Subsequent Financing Notice shall:to the Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (ic) identify and describe If the Offered Securities; Investor desires to participate in such Subsequent Financing the Investor must provide written notice to the Company by not later than 5:30 p.m. (iiNew York City time) describe on the anticipated price and other material terms upon which they are 5th business day after all investors have received the Pre-Notice that the Investor is willing to be issuedparticipate in the Subsequent Financing, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged; (iii) identify the persons or entities (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 the Investors at least fifty percent (50%) of the Offered Securities (the Investor’s Portion)participation, and that the Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from the Investor as of such 5th business day, the investor shall be deemed to have notified the Company that it does not elect to participate. (d) The Company shall promptly notify Following 5:30 p.m. (New York City time) on the Investor 5th business day after all of any changes to investors have received the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and Pre-Notice, the Company shall provide have the Investor reasonable notice (which shall not be less right to close the Subsequent Financing upon terms no more favorable than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e)as set forth in Subsequent Financing Notice. (e) To accept an Offer, in whole or in part, the Investor must deliver a written notice (Acceptance Notice) The foregoing right to participate shall not apply to subsequent closings with respect to the Company offering contemplated by this Agreement effected prior to the end filing of the 5th Business Day after the Investor’s receipt Registration Statement, issuances of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out the portion equity or equity linked securities under equity incentive plans, issuances of the Investor’s Portion that the Investor elects warrants to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (h) The Company shall have fifteen (15) Business Days from the expiration of the Offer Period above to: (i) offer, issue, sell or exchange all or any part of such Offered Securities as to which an Acceptance Notice has not been given by the Investor (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement), but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable to the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (j) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration of the Offer Period, the Investor shall acquire from the Company, and the Company shall issue to the Investor, the number of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) The purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor consultants or other persons service providers in accordance exchange for bona fide services or in connection with this clause 11 may not be offeredany merger, issued, sold acquisition or exchanged until they are again offered to the Investor under the procedures specified in this clause 11strategic transaction. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of Shares.

Participation Right. (a) The Company agrees that for the period from From the date of this Agreement hereof until 3 years after the First Closing (Participation Period)September 30, 2012, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4.14. The Company acknowledges and agrees that the right set forth in this Section 4.14 is a right granted by the Company to the Investor, for so long as it or any of its affiliates in the aggregate holds at least one percent of the Common Stock Deemed Outstanding (as defined in the Warrants) (the “Designated Investor”). (ca) The Company shall deliver to the Designated Investor an irrevocable a written notice (the ”Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the ”Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with the Investors at least fifty percent (50%) Designated Investor in accordance with the terms of the Offer the Designated Investor’s pro rata portion of the Offered Securities Securities, calculated by dividing (i) the Investor’s Portionnumber of shares of Common Stock Deemed Outstanding (as defined in the Warrants) owned by the Designated Investor as of immediately prior to the Offer, by (ii) the Common Stock Deemed Outstanding (as defined in the Warrants) (such pro rata portion, the “Basic Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the Designated Investor must deliver a an irrevocable written notice (Acceptance Notice) to the Company prior to the end of the 5th third (3rd) Business Day after the such Designated Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the Designated Investor’s Basic Amount that such Designated Investor elects to purchase (the “Notice of Acceptance”). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, 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 must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Designated Investor (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable (when viewed on an aggregate basis) to the acquiring Person or Persons or materially less favourable favorable (when viewed on an aggregate basis) to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (jd) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Designated Investor shall acquire from the Company, subject to the terms and conditions specified in the Offer Notice, and the Company shall issue to the Designated Investor, the number or amount of Offered Securities specified in the Acceptance NoticeNotices of Acceptance, as reduced pursuant subject to clause 11(i), upon the terms and conditions specified in the Offer. (k) Offer Notice. The purchase by the Designated Investor of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Designated Investor of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Designated Investor and their its counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor Company and the Companyits counsel. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (me) The Company and the Designated Investor agree that if the Designated Investor elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provisions whereby such Designated Investor shall be required to agree to any restrictions in on trading as to any securities of the Company owned by such Designated Investor prior to such Subsequent Placement more restrictive in any material respect than the Investorrestrictions contained in the Transaction Documents. (nf) For Notwithstanding anything to the purposes contrary in this Section 4.14 and unless otherwise agreed to by such Designated Investor, the Company shall either confirm in writing to such Designated 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 such Designated Investor will not be in possession of any material, non-public information, by the thirtieth (30th) Business Day following delivery of the Offer Notice (or any later follow-up Offer Notice or offer terms provided pursuant to the terms of this clause 11Section 4.14(b) (the “Public Notice Date”). If by the Public Notice Date, Financing 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 Designated Investor, such transaction shall mean any direct or indirect issuance, sale or disposal be deemed to have been abandoned. (g) The restrictions contained in this Section 4.14 shall not apply in connection with the issuance of any Security Excluded Securities (as defined herein or as defined in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of SharesWarrants).

Participation Right. (a) The Company Subject to Section 3.5, the Issuer agrees that if the Issuer issues any Common Shares or other securities that are convertible into or exchangeable or exercisable for Common Shares (such securities other than Common Shares, collectively, “Subject Securities”), other than pursuant to an Exempt Issuance (any such issuance, a “Subsequent Offering”), then the Issuer shall, promptly following the announcement of such Subsequent Offering, provide a written notice (the “Subsequent Offering Notice”) to the Investor setting out: (i) the total number of issued and outstanding Common Shares on a Fully-diluted Basis; (ii) the number of Common Shares or Subject Securities issued or to be issued; (iii) the material terms and conditions of any Subject Securities issued or to be issued; (iv) the subscription price per Common Share or Subject Security issued or to be issued by the Issuer under such Subsequent Offering, as applicable; and (v) the proposed closing date for the period from issuance of Common Shares or Subject Securities to the Investor, assuming exercise of the Participation Right by the Investor, which closing date shall be at least 10 Business Days following the date of this Agreement until 3 years after such notice, or such other date as the First Closing (Participation Period), Issuer and the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11may agree. (b) During As soon as practicable following the Participation Period delivery of a Subsequent Offering Notice, the Company Issuer will not, directly or indirectly, effect any Financing unless use its commercially reasonable efforts to provide the Company has first complied Investor with this clause 11such information concerning the Issuer as the Investor may reasonably request for the purposes of evaluating the Subject Securities and the Subsequent Offering. (c) The Company shall deliver Subject to Section 3.5 and compliance with applicable Laws, the Issuer agrees that the Investor an irrevocable written notice has the right (the Offer Notice) “Participation Right”), upon receipt of any proposed or intended Financing (the Offer) of the Securities or rights to acquire Securities being offered (the Offered Securities) in a Subsequent PlacementOffering Notice, which Offer Notice shallto subscribe for and to be issued, on a private placement basis, and on the terms and conditions of such Subsequent Offering: (i) identify and describe in the Offered Securities;case of a Subsequent Offering of Common Shares, such number of Common Shares that will allow the Investor to maintain the Initial As- Exchanged Ownership of the Investor immediately prior to completion of the Subsequent Offering; and (ii) describe in the anticipated price and other material terms upon which they are to be issuedcase of a Subsequent Offering of Subject Securities, sold such number of Subject Securities that will (assuming conversion or exchanged, exchange of all of the convertible or exchangeable Subject Securities issued in connection with the Subsequent Offering and the number convertible or amount exchangeable Subject Securities issuable pursuant to this Section 3.1) allow the Investor to maintain the Initial As-Exchanged Ownership of the Offered Securities Investor immediately prior to be issued, sold or exchanged; (iii) identify the persons or entities (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 the Investors at least fifty percent (50%) completion of the Offered Subsequent Offering, in each case, for greater certainty, after giving effect to any Common Shares or Subject Securities (acquired by the Investor’s Portion)Investor or any Affiliate thereof as part of the Subsequent Offering, other than pursuant to the exercise of the Participation Right. (d) The Company shall promptly notify If the Issuer receives an Exercise Notice (as defined below) from the Investor of any changes within the Notice Period (as defined below), then the Issuer shall issue to the anticipated price and other material terms Investor against payment of the Offered Securities after subscription price payable in respect thereof, that number of Common Shares or Subject Securities, as applicable, set forth in the Offer Notice is sent and Exercise Notice, subject to compliance with applicable Laws. In connection with the Company shall provide valid exercise of the Participation Right, the Investor reasonable notice shall also be entitled to receive such number of additional Series A Warrants, Series B Warrants and Series C Warrants (which shall not be less than 2 Trading Daysthe “Participation Warrants”) such that (i) the Series A As-Exchanged Ownership of the final price (or formula) and other material terms Investor immediately following the completion of the Offered Securities before Subsequent Offering (including the issuance of the Participation Warrants) shall equal the Series A Threshold, (ii) the Series B As- Exchanged Ownership of the Investor is required to provide immediately following the Company any notice completion of their election to accept such Offer pursuant to clause 11(e)the Subsequent Offering (including the issuance of the Participation Warrants) shall equal the Series B Threshold, and (iii) the Series C As-Exchanged Ownership of the Investor immediately following the completion of the Subsequent Offering (including the issuance of the Participation Warrants) shall equal the Series C Threshold. (e) To accept an Offer, in whole or in part, The closing of the exercise of the Participation Right by the Investor must deliver a written notice (Acceptance will take place on the date set out in the Subsequent Offering Notice) to the Company prior to the end of the 5th Business Day after the Investor’s receipt of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out If the portion Issuer is paying the costs and expenses incurred by purchasers of Common Shares or Subject Securities (other than the Investor and other than any investment dealers acting as agents or underwriters in connection with the Subsequent Offering) in connection with any Subsequent Offering, the Issuer shall pay a proportionate amount of the Investor’s Portion that costs and expenses incurred by the Investor elects to purchasein connection with such Subsequent Offering, on the same terms. (g) Notwithstanding anything to the contrary in this Agreement, 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 Periodcontained herein, the Company must deliver to Issuer agrees that it shall not complete any Subsequent Offering, other than an Exempt Issuance, unless and until such time as the Issuer has received all regulatory approvals required for the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e)to exercise its Participation Right for such Subsequent Offering. (h) The Company shall have fifteen (15) Business Days from the expiration of the Offer Period above to: (i) offerInvestor agrees that, issue, sell or exchange all or any part of such Offered if required by Securities as to which an Acceptance Notice has not been given by the Investor (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement), but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable to the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company under the Subsequent Placement. (j) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration of the Offer PeriodLaws, the Investor shall acquire from the Companyexecute and deliver any report, and the Company shall issue undertaking or other documents with respect to the Investor, the number issue of Offered Common Shares and/or Subject Securities specified in the Acceptance Notice, to it contemplated hereunder as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) The purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the InvestorSecurities Laws. (n) For the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in the Company or right to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer to the then existing holders of Shares.

Participation Right. (a) The Company agrees that for the period from From the date hereof until the two year anniversary of this Agreement until 3 years after the First Closing (Participation Period)Date, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer. (ci) The Company shall deliver to the Investor an irrevocable each Buyer a written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Buyer in accordance with the Investors terms of the Offer at least fifty percent 50% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4(o) shall be (50%a) based on such Buyer’s pro rata portion of the aggregate number of Common Shares purchased hereunder by all Buyers (the “Basic 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 Investor’s Portion“Undersubscription Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eii) To accept an Offer, in whole or in part, the Investor such Buyer must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th fifth (5th) Business Day after the Investorsuch Buyer’s receipt of the Offer Notice (the “Offer Period”). (f) An Acceptance Notice must set out , setting forth the portion of the Investorsuch Buyer’s Portion Basic Amount that the Investor 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. (g) Notwithstanding anything , in addition to the contrary in this AgreementBasic 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”), 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 to the extent its deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer, Offer in any material respect, respect prior to the expiration of the Offer Period, the Company must may deliver to the Investor each Buyer a new Offer Notice and the Offer Period shall expire on the second fifth (2nd5th) Business Day after the expiry such Buyer’s receipt of the period determined under clause 11(e)such new Offer Notice. (hiii) The Company shall have fifteen ten (1510) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor a Buyer (the “Refused Securities”) pursuant to a definitive agreement 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 favourable favorable to the acquiring Person or Persons or materially less favourable favorable to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (iiv) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused SecuritiesSecurities (any such sale to be in the manner and on the terms specified in Section 4(o)(iii) above), then the Investor 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 Notice to an amount that shall be in the same proportion to not less than the number or amount of the Offered Securities offeredthat such Buyer elected to purchase pursuant to Section 4(o)(ii) above multiplied by a fraction, issued, sold (i) the numerator of which shall be the number or exchanged by amount of Offered Securities the Company under actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(o) prior to such reduction) and (ii) the Subsequent Placementdenominator 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(o)(i) above. (jv) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor such Buyer shall acquire from the Company, and the Company shall issue to the Investorsuch Buyer, the number or amount of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the OfferNotices of Acceptance. (k) The purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (lvi) Any Offered Securities not acquired by the Investor a Buyer or other persons Persons in accordance with this clause 11 Section 4(o) may not be offered, issued, sold or exchanged until they are again offered to the Investor such Buyer under the procedures specified in this clause 11Agreement. (mvii) The Company Notwithstanding anything to the contrary in this Section 4(o) and the Investor agree that if the Investor elects unless otherwise agreed to participate in an Offerby 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 regarding such transaction, by the tenth (10th) Business Day following delivery of the Offer Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall not be required deemed to agree to be in possession of any restrictions in trading as to any securities of material, non-public information regarding such transaction. Should the Company owned by decide to pursue such transaction with respect to the InvestorOffered Securities, the Company shall provide such Buyer with another Offer Notice and such Buyer will again have the right of participation set forth in this Section 4(o). The Company shall not be permitted to deliver more than one such Offer Notice to such Buyer in any sixty (60) day period. (nviii) For The restrictions contained in this Section 4(o) shall not apply in connection with the purposes issuance of any Excluded Securities. The Company shall not circumvent the provisions of this clause 11, Financing shall mean any direct Section 4(o) by providing terms or indirect issuance, sale or disposal of any Security in the Company or right conditions to acquire or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken by the Company, but shall exclude any pro-rata offer one Buyer that are not provided to the then existing holders of Sharesall.

Participation Right. (a) The Company agrees that for For the period from commencing on the date of this Agreement until 3 years after the First Initial Closing Date, and ending twelve (Participation Period)12) months thereafter, the Investor Company shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11. (b) During the Participation Period the Company will not, directly or indirectly, effect any Financing Subsequent Placement unless the Company has shall have first complied with this clause 11Section 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 each Purchaser. (ca) The At least four (4) Trading Days prior to the closing of the Subsequent Placement, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Placement (each such notice, a “Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the Investor details of such financing. Upon the request of a Purchaser, and only upon a request by such Purchaser, the Company shall promptly, but no later than two (2) Trading Days after such request, deliver to such Purchaser an irrevocable written notice (the “Offer Notice”) of any proposed or intended Financing issuance or sale or exchange (the “Offer”) of the Securities or rights to acquire Securities securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall: shall (iw) identify and describe the Offered Securities; , (iix) describe the anticipated price and other 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; , (iiiy) identify describe the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged; and exchanged and (ivz) offer to issue and sell to or exchange with such Purchaser in accordance with the Investors at least fifty percent terms of the Offer all of the Offered Securities, provided that the number of Offered Securities which such Purchaser shall have the right to subscribe for under this Section 4.15 shall be (50%a) based on such Purchaser’s pro rata portion of the aggregate Subscription Amount purchased hereunder by all Purchasers (the “Basic Amount”), and (b) 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 Investor’s Portion“Undersubscription Amount”). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (eb) To accept an Offer, in whole or in part, the Investor such Purchaser must deliver a written notice (Acceptance Notice) to the Company prior to the end of the 5th Business within one (1) Trading Day after the Investorsuch Purchaser’s receipt of the Offer Notice (the “Offer Period”). (f) An Acceptance Notice must set out , setting forth the portion of the Investorsuch Purchaser’s Portion Basic Amount that the Investor 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. (g) Notwithstanding anything , in addition to the contrary in this AgreementBasic 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”), such 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 amend the terms and conditions of the Offer, in any material respect, Offer prior to the expiration of the Offer Period, the Company must may deliver to the Investor each Purchaser a new Offer Notice and the Offer Period shall expire at the close of business on the second first (2nd1st) Business Trading Day after the expiry such Purchaser’s receipt of the period determined under clause 11(e)such new Offer Notice. (hc) The Company shall have fifteen twenty (1520) Business Days from the expiration of the Offer Period above to: (i) to offer, issue, sell or exchange all or any part of such Offered Securities as to which an a Notice of Acceptance Notice has not been given by the Investor a Purchaser (the “Refused Securities”) pursuant to a definitive agreement agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favourable favorable to the acquiring Person or Persons or less favourable favorable to the Company than those set out forth in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (id) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused SecuritiesSecurities (any such sale to be in the manner and on the terms specified in Section 4.15(c) above), then the Investor 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 Notice to an amount that shall be in the same proportion to not less than the number or amount of the Offered Securities offeredthat such Purchaser elected to purchase pursuant to Section 4.15(b) above multiplied by a fraction, issued, sold (i) the numerator of which shall be the number or exchanged by amount of Offered Securities the Company under 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 Subsequent Placementdenominator 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 above. (je) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration all or less than all of the Offer PeriodRefused Securities, the Investor such Purchaser shall acquire from the Company, and the Company shall issue to the Investorsuch Purchaser, the number or amount of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) its Notice of Acceptance. The purchase by the Investor such Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investor such Purchaser of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor such Purchaser and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Companyits counsel. (lf) Any Offered Securities not acquired by the Investor a Purchaser or other persons Persons in accordance with this clause 11 Section 4.15 may not be offered, issued, sold or exchanged until they are again offered to the Investor such Purchaser under the procedures specified in this clause 11Agreement. (mg) The Company and the Investor each Purchaser agree that if the Investor any Purchaser elects to participate in an the Offer, neither the Buyer Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions in on trading as to any securities of the Company owned by the Investorsuch Purchaser prior to such Subsequent Placement. (nh) For The restrictions contained in this Section 4.15 shall not apply in connection with I (a) the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal issuance of any Security in Exempt Issuance, (b) securities issued pursuant to mergers, acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; or (c) securities issued after the completion of any merger, acquisition or strategic transaction approved by a majority of the disinterested directors of the Company upon the exercise or right to acquire exchange of or subscribe conversion of any securities exercisable or exchangeable for a Security in or convertible into shares of Common Stock issued and outstanding on the Companydate of effectiveness of such merger, whether by way of an acquisition or strategic transaction, provided that (II) (i) equity raising; the Company does not rely in whole or in part on the exemptions provided in Sections 3(a)(9) or 3(a)(10) of the Securities Act, and (ii) debt raising; (iiithe securities issued under I(a) fundraising by way and I(b) are not issued for the purpose of any convertible instrument; (iv) any other fundraising undertaken by raising capital .. In addition, the restrictions contained in this Section 4.15 shall not apply to a registered rights offering to all of the Company’s shareholders commencing more than 90 days after the Initial Closing; for avoidance of doubt, but such rights offering is not an Exempt Issuance as defined in Section 4.13. The restrictions contained in this Section 4.15 shall exclude any pro-rata offer expire after the first Subsequent Placement provided the Company complied with the provisions of this section 4.15 in connection with that Subsequent Placement. The Company shall not circumvent the provisions of this Section 4.15 by providing terms or conditions to the then existing holders of Sharesone Purchaser that are not provided to all.

Participation Right. (a) The Subject to the limitations and exceptions set forth herein, if the Board of Directors shall determine to allow a Third Party to make an Equity Investment in the Company agrees that and become a Stockholder thereof (a "Third Party Investment"), at least ten (10) days prior to any such proposed Third Party Investment to which a participation right applies as aforesaid, the Company shall give to each then Executive Stockholder a written notice of such proposed Third Party Investment, together with particulars thereof, including the proposed amount and form of consideration to be paid by, and the numbers and class of Shares to be issued to, the Third Party and the terms and conditions of payment, and, in such notice, the Company shall offer to each then Executive Stockholder, subject to consummation of such proposed investment, for twenty (20) days commencing on the giving of such notice, at the same price per Share and on the same terms and conditions, the opportunity to purchase from the Company all or a portion of such Shares as would, if such participation right were exercised, preserve the Percentage Interest of such Executive Stockholder. Anything contained herein to the contrary notwithstanding, the written notice of the proposed Third Party Investment to which a participation right applies as aforesaid need not be given prior to such proposed Third Party Investment so long as such offer is sent within five (5) days thereafter and remains open for a twenty (20) day period from the date of this Agreement until 3 years after the First Closing (Participation Period), the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by the Company on the terms set out in this clause 11receipt thereof. (b) During the Participation Period If an Executive Stockholder elects to accept such offer, such Executive Stockholder shall so signify by written notice to the Company will notgiven within such ten-day period, directly or indirectlyindicating the portion of the Shares offered in consideration for the proposed Third Party Investment which such Executive Stockholder elects to purchase, effect any Financing unless and deliver the purchase price to the Company has first complied with this clause 11upon or within ten (10) days after the proposed closing date of the Third Party Investment. If the amount of the proposed Third Party Investment or any of the price or the material terms or conditions thereof is changed, the Company shall notify each then Executive Stockholder of any such change and such Executive Stockholder shall have the later to expire of five (5) days after such Executive Stockholder'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 Stockholder's prior acceptance. (c) The Company shall deliver to the Investor an irrevocable written notice (the Offer Notice) provisions of any proposed or intended Financing (the Offer) of the Securities or rights to acquire Securities being offered (the Offered Securities) in a Subsequent Placement, which Offer Notice shall: (i) identify and describe the Offered Securities; (ii) describe the anticipated price and other 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; (iii) identify the persons or entities (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 the Investors at least fifty percent (50%) of the Offered Securities (the Investor’s Portion). (d) The Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which this Section 5.3 shall not be less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e). (e) To accept an Offer, in whole or in part, the Investor must deliver a written notice (Acceptance Notice) applicable to the Company prior to the end of the 5th Business Day after the Investor’s receipt of the Offer Notice (the Offer Period). (f) An Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase. (g) Notwithstanding anything to the contrary in this Agreement, if the Company desires to modify sale or amend the terms and conditions of the Offer, in any material respect, prior to the expiration of the Offer Period, the Company must deliver to the Investor a new Offer Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under clause 11(e). (h) The Company shall have fifteen (15) Business Days from the expiration of the Offer Period above to: (i) offer, issue, sell or exchange all or any part of such Offered Securities as to which an Acceptance Notice has not been given by the Investor (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement), but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable to the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and (ii) complete the transactions contemplated by such Subsequent Placement Agreement. (i) In the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged issuance by the Company under the Subsequent Placement. (j) Upon the later of: (i) the closing of the issuance, sale or exchange of Offered Securities; or (ii) 15 Business Days after the expiration of the Offer Period, the Investor shall acquire from the Company, Shares and the Company shall issue to the Investor, the number of Offered Securities specified in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer. (k) The purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as set out in the Offer Notice or as otherwise agreed by the Investor and the Company. (l) Any Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued, sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11. (m) The Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to agree to any restrictions in trading as to any securities of the Company owned by the Investor. (n) For the purposes of this clause 11, Financing shall mean any direct issued or indirect issuance, sale issuable upon conversion or disposal exercise of any Security in the Company interests, securities, options or right to acquire rights theretofore sold, issued or subscribe for a Security in the Company, whether by way of an (i) equity raising; (ii) debt raising; (iii) fundraising by way of any convertible instrument; (iv) any other fundraising undertaken granted by the Company, but shall exclude any pro-rata offer Shares or other securities issued pursuant to a merger, consolidation or reorganization of the Company, Shares or other securities of the Company issued for consideration other than cash, Shares or options, warrants or like securities, granted or issued to employees of or consultants to the Company (or any subsidiary thereof) reflecting the allocation of a number of Shares not exceeding 10% of the total number of Shares then existing holders held by all stockholders of Sharesthe Company, Shares or other securities issued in connection with any split or combination or reclassification of the Shares or other securities of the Company not affecting relative equity interests, or securities issued in connection with an Initial Public Offering.