Common use of Right of Participation in Subsequent Offerings Clause in Contracts

Right of Participation in Subsequent Offerings. i. Except with respect to the Company’s registration statement filed prior to the date of this Agreement (and any amendment thereto), from the date first written above until the date which is twelve (12) months after the date first written above, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' debt, equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a "Subsequent Placement") or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).

Right of Participation in Subsequent Offerings. i. Except with respect to the Company’s registration statement filed prior to the date of this Agreement (and any amendment thereto), from From the date first written above until the date which is twelve later to occur of (12A) eighteen (18) months after the issuance of the Note and (B) the date first written abovethat the Note (including all principal, interest, fees and expenses related thereto) is earlier fully repaid or converted, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' ’ debt, equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a "“Subsequent Placement"”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).

Right of Participation in Subsequent Offerings. i. Except with respect to the Company’s registration statement filed prior to the date of this Agreement (and any amendment thereto), from i) From the date first written above until the earlier to occur of (A) Maturity Date and (B) that date which that the Note (including all principal, interest, fees and expenses related thereto) is twelve (12) months after the date first written aboveearlier fully repaid or converted, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' debt, equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a "“Subsequent Placement"”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).

Right of Participation in Subsequent Offerings. i. Except with respect to the Company’s registration statement filed prior to the date of this Agreement (and any amendment thereto), from From the date first written above until the earlier to occur of (A) Maturity Date and (B) that date which that the Note (including all principal, interest, fees and expenses related thereto) is twelve (12) months after the date first written aboveearlier fully repaid or converted, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' debt, equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a "“Subsequent Placement"”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).. {00349297.DOCX.5}

Right of Participation in Subsequent Offerings. i. Except with respect to the Company’s registration statement filed prior to the date of this Agreement (and any amendment thereto), from From the date first written above until the earlier to occur of (A) Maturity Date and (B) that date which that the Note (including all principal, interest, fees and expenses related thereto) is twelve (12) months after the date first written aboveearlier fully repaid or converted, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' debt, equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a "“Subsequent Placement"”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).