Common use of Right of Participation Clause in Contracts

Right of Participation. At any time within the 12 months subsequent to the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.

Right of Participation. At any time within (a) In addition, for a period commencing on the 12 months subsequent to Closing Date and terminating on the Closingtwelve (12) month anniversary of the Closing Date, upon any issuance by the Company agrees not to participate in any offer or any sale of its Subsidiaries of equity or debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof securities (a “Subsequent Financing”), ) without offering to the Purchaser shall have Purchasers the right opportunity to participate in purchase up to its investment amount but not more than 25a minimum of 35% of the securities offered in such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. . (b) At least five (5) Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the . (c) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Trading Day after the Purchaser has received such Purchaser’s receipt of the Pre-Notice Notice, that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Purchaser as of such fifth (5th) Business Trading Day, the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Trading Day after all of the Purchaser Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) iscover, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Trading Day after all of the Purchaser has Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the each such Purchaser shall have the right to purchase its pro rata portion Pro Rata Portion (as defined below) of the Participation Maximum. The Company must provide “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in participating under this Section 4.15, if 4.10 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth Closing Date by all Purchasers participating under this Section 4.10 plus the aggregate subscription amounts of investors that acquire Preferred Shares for Exchange Securities that are participating in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree pursuant to participation rights granted to such investors under such agreements that if the Purchaser elects are substantially similar to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing4.10.

Right of Participation. At (a) Following the date of this Agreement until any time within that Buyer Beneficially Owns less than 60% of the 12 months subsequent to the ClosingPurchased Shares, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchaser Buyer shall have the right to participate in up purchase, on a pro rata basis, any New Securities that the Company may from time to its investment amount but not more than 25% time sell or issue. For purposes hereof, “pro rata basis” shall mean a percentage of the Subsequent Financing New Securities equal to Buyer’s Beneficial Ownership of the Company’s outstanding common stock expressed as a percentage as calculated immediately after the Closing. (b) The Company shall provide Buyer with written notice its intention to issue New Securities, which notice shall be provided, subject to the “Participation Maximum”) on the same termsCompany’s reasonable best efforts, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days not less than 30 days prior to the closing date of such proposed issuance (the Company will use reasonable efforts to provide longer notice, if possible) (such period between such notice and the date of such issuance or the expected date of entry into such contract, if applicable, a “Notice Period”), and the Company shall provide Buyer with written notice of the Subsequent Financingactual issuance of such New Securities not less than 24 hours prior to such issuance (also, a “Notice Period”), including in each case, if applicable, a copy of the prospectus included in the registration statement filed in respect of such offering or, in the case of an offering exempt from registration, the private placement memorandum or similar offering documents or term sheet in respect of such offering, (i) describing (A) the anticipated amount of New Securities, price (if reasonably known) and other available (or reasonably determinable) material terms upon which the Company offers to sell New Securities, and (B) the number of New Securities Buyer is entitled to purchase pursuant to this Section 4, and (ii) containing a binding offer to sell New Securities to Buyer subject to the consummation of such issuance. If prior to any such issuance, there is a material change in the terms of such issuance, then prior to such issuance, the Company shall deliver to each Purchaser a provide Buyer with ten (10) Business Days’ prior written notice describing such change (such period between such notice and the date of its intention to effect such issuance, also a Subsequent Financing (“Pre-NoticeNotice Period”), which Pre-Notice shall ask the Purchaser if it wants . (c) Buyer may exercise its right to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request purchase any New Securities by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide providing written notice to the Company by not later than 5:30 p.m. (New York City time) on prior to the fifth (5th) Business Day after expiration of the Purchaser has received applicable Notice Period. Buyer’s notice must indicate the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the specific amount of such PurchaserNew Securities that Buyer desires to purchase and shall constitute exercise by Buyer of its rights under this Section 4 and a binding agreement of Buyer to purchase the number (or amount) of New Securities specified in Buyer’s participationwritten notice. If, and representing and warranting that such Purchaser has such funds readyat the expiration of a Notice Period, willingBuyer shall not have delivered written notice to the Company exercising its right to effect a purchase, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser Buyer shall be deemed to have notified waived all of its rights under this Section 4 solely with respect to such specific issuance. Buyer shall effect such purchase concurrently with such issuance (the date of consummation of such transactions, the “Preemptive Rights Closing Date”). (d) Except as provided in Section 4(e), if the Company that it does not elect to participate. If by 5:30 p.m. (issues New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms Securities and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the Buyer exercises its right to purchase its pro rata portion any such New Securities, Buyer shall pay an amount in cash per security equal to the cash consideration per security paid by the other purchasers of such New Securities in such issuance; provided that in the case of a private placement offering under Rule 144A of the Participation Maximum. The 1933 Act or similar transaction, the price paid by Buyer shall not include (and shall be reduced by the amount of) any underwriting or initial purchaser’s discount or fees (as disclosed in the final prospectus, offering memorandum or other similar documentation) incurred by Issuer in a related public offering. (e) If the Company must provide the Purchaser with issues New Securities for non-cash consideration (or a second Subsequent Financing Noticecombination of cash and non-cash consideration), and the Purchaser will again have the Buyer exercises its right of participation set forth above to purchase any such New Securities, Buyer shall pay in this Section 4.15cash, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth per security in such Subsequent Financing Notice within thirty purchase, the volume-weighted average price per share of the Common Stock over the preceding 20 trading days (30from the earlier of (i) Business Days after the date of the initial Subsequent Financing Notice. The Company Preemptive Rights Closing Date and (ii) the Purchaser agree date such issuance is publicly announced) on Nasdaq. (f) In the event that if the Purchaser elects to participate in the Subsequent Financing, a proposed issuance of New Securities is terminated or abandoned by the Company without the issuance of any New Securities, then Buyer’s purchase rights pursuant to this Section 4 shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading also terminate as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been madeproposed issuance, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be any funds in possession of any material, non-public information with respect thereof paid to the Company or any Subsequent Financingby Buyer shall be refunded promptly and in full.

Right of Participation. a) At any time within the 12 months subsequent prior to the Closing18 months anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock debt, equity or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to its Purchaser’s initial investment amount in the Note, but not more than 2515% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by . b) If a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. . c) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the a Purchaser have has received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. . d) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. . e) The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser Purchasers will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. . f) The Company and the Purchaser Purchasers agree that if the any Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. . g) Notwithstanding anything to the contrary in foregoing, this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser 4.15 shall not be deemed to be apply in possession respect of any material, non-public information with respect to the Company or any Subsequent Financingan Exempt Issuance.

Right of Participation. At (a) So long as any time within of the 12 months subsequent to Securities covered by the ClosingTransaction Documents are outstanding, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock, Common Stock or Common Stock Equivalents for cash considerationEquivalents, indebtedness conventional debt or a combination of units thereof such securities and/or debt (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in up to its investment an amount but not more than 25% of the Subsequent Financing equal to thirty-five percent (35%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. , which participation shall be pro rata to the Purchasers’ respective subscription amounts. (b) At least five three (53) Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it such Purchaser wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a any such Purchaser, and only upon a request by such a Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by . (c) If a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from terms set forth in the Purchaser as of such fifth Subsequent Financing Notice. (5thd) Business Day, the Each Purchaser shall be deemed have the right to have notified purchase its Pro Rata Portion (as defined below) of the Company that it does not elect to participateParticipation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.18 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.18. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the a Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financingsuch Purchaser’s Pro Rata Portion, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons other Purchasers set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingremaining amount.

Right of Participation. At any time within the 12 months subsequent to the ClosingFor so long as an Investor holds at least 1,000 Preferred Shares purchased hereunder, upon any issuance by the Company or any such number of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof Conversion Shares into which 1,000 Preferred Shares have been converted (a “Subsequent FinancingQualifying Investor”), at any time that the Purchaser Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock such Qualifying Investor shall have the a right to participate in purchase up to its investment amount but not more than 25% that portion of such offering (“Offered Securities”) equal to the proportion that the Common Stock issued and held by, or issuable to (directly or indirectly upon conversion of the Subsequent Financing (Preferred Shares and cash exercise of the “Participation Maximum”Warrants then held by such Qualifying Investor) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior such Qualifying Investor bears to the closing total Common Stock of the Subsequent FinancingCompany then outstanding (as determined on a fully-diluted basis) (such Qualifying Investor’s “Pro Rata Allotment”); provided, however, that such Qualifying Investor shall have no such right to purchase (i) any Excluded Securities or (ii) any other securities issued in connection with a bank financing or in a Qualified Public Offering. In order to effect such right, the Company shall deliver to each Purchaser Qualifying Investor a written notice (which notice shall state the number or amount of its intention the Offered Securities proposed to effect a Subsequent Financing be issued, the purchase price therefor and any other terms or conditions of the proposed issuance (the “Pre-NoticePreemptive Offer”), which Pre-Notice shall ask the Purchaser if it wants to review the details ) of such financing issuance 20 days prior to the date of the proposed issuance (such additional notice, a the “Subsequent Financing NoticePreemptive Offer Period”). Upon Each Qualifying Investor shall have the request of a Purchaseroption, and only upon a request exercisable at any time during the Preemptive Offer Period by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide delivering written notice to the Company by not later than 5:30 p.m. (New York City time) on a “Preemptive Offer Acceptance Notice”), to subscribe for the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount number of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed Offered Securities up to have notified the Company that it does not elect to participateits Pro Rata Allotment. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications Preemptive Offer Acceptance Notices are not given by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount Qualifying Investors for all of the Subsequent FinancingOffered Securities, then the Company may effect issue to the remaining portion proposed purchaser(s) all or any part of such Subsequent Financing on Offered Securities as to which Preemptive Offer Acceptances Notices have not been given by the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. Investors within ninety (New York City time90) on the fifth (5th) Business Day days after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount expiration of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser Preemptive Offer Period in accordance with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date Preemptive Offer. Upon the closing of the initial Subsequent Financing Notice. The Company sale to the proposed purchaser(s) of all or part of the Offered Securities as to which Preemptive Offer Acceptances Notices have not been timely given by the Qualifying Investors, the Qualifying Investors shall purchase from the Company, and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts sell to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the PurchaserQualifying Investors, the Company shall either confirm in writing to the Purchaser that the transaction Offered Securities with respect to which Preemptive Offer Acceptance Notices were delivered by the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue Qualifying Investors, on the securities terms specified in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent FinancingPreemptive Offer.

Right of Participation. At any time within the 12 months subsequent to the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request receipt of a PurchaserCo-Sale Notice from E&C, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing Ruderman may elect to participate in the Subsequent Financingcontemplated sale by deliverinx xxxxxxn notice to such effect to E&C within ten (10) days after the date of delivery of such Co-Sale Notice. Ruderman, if he has timely made such election, will be entitled to sell xx xxx contemplated sale, at the same price and on the same terms as specified in the Co-Sale Notice, a number of Ruderman Shares equal to the total number of shares of Common Stock to xx xxxx in the proposed transaction, multiplied by a fraction, the amount numerator of such Purchaser’s participationwhich is the number of Ruderman Shares then owned by Ruderman and the denominator of which is xxx xxx of (i) the number of Rxxxxxxx Shares then owned by Ruderman, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on plus (ii) the from number of shares xx Xxxxxn Stock then owned by xxx Xxxxing Existing Stockholder(s). The Selling Existing Stockholder(s) will be entitled to sell in the Purchaser as contemplated sale the balance of such fifth (5ththe shares of Common Stock proposed to be sold. The Selling Existing Stockholder(s) Business Daywill use commercially reasonable efforts to obtain the agreement of the prospective purchaser(s) to allow the participation of Ruderman in any contemplated sale of Common Stock to which the rights ox Xxxxxxan under this Section 5 apply. Subject to the foregoing, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City timeSellxxx Xxxxting Stockholder(s) on the fifth (5th) Business Day after the Purchaser have received the Pre-Noticemay, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days 90 days after the date of the initial Subsequent Financing Co-Sale Notice, Transfer the Co-Sale Shares (reduced by the number of shares of Common Stock with respect to which Ruderman has elected to participate, if any) to the purchaser identifiex xx xxx Co-Sale Notice at a price and on terms no more favorable to the Selling Existing Stockholder(s) than specified in the Co-Sale Notice. The Company and If such sale is not consummated within such 90 day period, however, then the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall Selling Existing Stockholder(s) will not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to Transfer any of the Securities Co-Sale Shares that have not been purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or within such period without again complying with all of the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in provisions of this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing6.

Right of Participation. At (a) If the ROFR is not exercised, for so long as any time within of the 12 months subsequent to the ClosingNotes remain outstanding, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to its investment Pro Rata Portion (measured against all Purchasers) of a percentage of such Subsequent Financing, in the aggregate for all Purchasers, in an amount but not more than 25% equal to thirty-three percent (33%) in case of the any Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent FinancingFinancing (the “Right of Participation”). For the avoidance of doubt, the Right of Participation will not apply to the Initial Public Offering. (b) At least five three (53) Business Days (four (4) hours in case of a Subsequent Financing structured as a public offering or as an “overnight” or “intraday” deal or other similar transaction) prior to the closing of the a Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”)financing. Upon the request of a Purchaser, and only upon a request by such Purchaser, any Purchaser for a Subsequent Financing Notice, and only upon such a request, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, the Pro Rata Portion (as defined below) of the Participation Maximum of such Purchaser, an inquiry as to whether such Purchaser is willing to participate above their Pro Rata Portion (and what is the maximum amount such Purchaser is willing to commit), and shall include a term sheet or similar document relating thereto as an attachment. A In addition to such other remedies available to a Purchaser, in the event that the Company fails to provide the Pre Notice required by this Section 4.11(b), then each Purchaser shall be entitled to exercise its rights under Section 4.11 until sixty (60) days after the closing of the particular Subsequent Financing shall exclude Financing, and the Purchaser may deem the failure to give any equipment financing secured by a purchase money security interest notice required hereunder an Event of Default under any Note. (c) If the any Purchaser desires to participate in such Subsequent Financing Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. within one (New York City time) on the fifth (5th1) Business Day after of receipt of the Purchaser has received Subsequent Financing Notice (two (2) hours in the Pre-Notice event of a Subsequent Financing structured as a public offering or as an “overnight” or “intraday” deal or other similar transaction) that such Purchaser is willing to participate in the Subsequent Financing, the maximum amount of for which such Purchaser’s participationPurchaser would be willing to participate if it is allocated to it (up to the Participation Maximum), and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses A Purchaser’s election not to a participate in any Subsequent Financing Notice from Purchaser seeking shall not waive such Purchaser’s rights to purchase more than the aggregate amount of the Participation Maximumparticipate in future Subsequent Financings. (d) At first, the each Purchaser shall first have the right to purchase its pro rata portion Pro Rata Portion (measured against Purchaser) of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again If some Purchasers have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject declined to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth participate in such Subsequent Financing Notice within thirty (30) Business Days after the date Financing, and some portion of the initial Subsequent Financing Notice. The Company and the Participation Maximum remains unallocated, each Purchaser agree that if the Purchaser elects having agreed to participate above its current allocation shall be allocated its Pro Rata Portion (measured against Purchaser having so agreed) of the next dollar – and so on and so forth until the Participation Maximum shall be fully allocated or Purchaser shall have been given their desired allocation in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the full. (e) The transaction documents related to the any Subsequent Financing applicable to any Purchaser participating in such Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required hereunder. In addition, the transaction documents related to the Subsequent Financing shall not include any requirement to consent to any amendment to or termination of, or grant any waiver, release or other modification or the like under or in terms set forth in connection with, this Agreement, without the Subsequent Financing Notice. prior written consent of the number of Purchaser required hereunder to consent to this amendment, termination, waiver, consent, release or other modification. (f) Notwithstanding anything to the contrary in this Section 4.15and 4.11 and unless otherwise agreed to by the applicable Purchaser, the Company shall either confirm in writing to the each Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, if the Company is then subject to the reporting requirements of the Exchange Act, in either case in such a manner such that the each Purchaser will not be in possession of any material, non-public information, by the tenth fifth (10th5th) Business Trading Day following delivery of the Subsequent Financing Notice. If by such tenth fifth (10th5th) Business Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries in addition to other remedies available to a Purchaser. In addition to such other remedies available to a Purchaser, in the event that the Company fails to provide the notice required by this Section 4.11(b), then each Purchaser shall be entitled to exercise its rights under Section 4.11 until thirty (30) days after the closing of the particular Subsequent FinancingFinancing and Purchaser may deem the failure to give any notice required hereunder an Event of Default under the Note. (g) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance.

Right of Participation. At any time within From the 12 date of Closing until twelve (12) months subsequent to after the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof consideration (a “Subsequent Financing”)) other than in connection with a Regulation A+ offering under the Securities Act, the each Purchaser shall have the right to participate in up to its investment an amount but not more than 25% of such Subsequent Financing equal to twenty percent (20%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. , in accordance with the terms and conditions of this Section 5.3: (a) [At least five (5) Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such a Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the .] [Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. 6:30 am (New York City time) on the fifth Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (5ththe “Notice Termination Time”) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.] (b) [A Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York, New York City time) on the third (3rd) Trading Day after the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the Purchaser as of such fifth third (5th3rd) Business Trading Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. .] [If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.] (c) [If by 5:30 p.m. (New York, New York City time) on the fifth third (5th3rd) Business Trading Day after the Purchaser have has received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If .] [If, by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchaser Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the each such Purchaser shall have the right to purchase its pro rata portion Pro Rata Portion (as defined below) of the Participation Maximum. The Company must provide “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Shares purchased on the Closing Date by a Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in participating under this Section 4.15, if 4.11 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Shares purchased on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like Closing Date by all Purchasers participating under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing4.11.]

Right of Participation. At any time within From the date hereof until the date that is the 12 months subsequent to month anniversary of the ClosingClosing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness debt securities for cash consideration or a combination of units thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to its investment an amount but not more than 25of the Subsequent Financing equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five . (5a) Business Days Between the time period of 4 pm ET and 7 pm ET on the Trading Day immediately prior to the closing Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review receive material non-public information about the details Company without providing any material non-public information to such Purchaser in such Pre-Notice (the Company shall use best efforts to ensure that the Purchaser has received and acknowledged receipt of such financing (such additional notice, a “Subsequent Financing the Pre-Notice”). Upon the request consent of a Purchaser, and only upon a request by consent of such Purchaser, for a Subsequent Financing Noticeto receive material non-public information about the Company, the Company shall promptly, but no later than one (1) Business Day after such request, promptly deliver a notice to such Purchaser (a “Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice Notice”), which shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing If a Purchaser does not, on or prior to 9 pm ET on such Trading Day, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company's obligations pursuant to this Section 4.11 with respect to such Purchaser shall exclude any equipment financing secured by a purchase money security interest If the cease. (b) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not the later than 5:30 p.m. of (New York City timei) 11 pm ET on the fifth (5th) Business Trading Day after the Purchaser has received that the Pre-Notice is delivered and (ii) two hours after the time that the Subsequent Financing Notice is received by such Purchaser (the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Purchaser as of such fifth (5th) Business Daytime, the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (c) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-NoticeNotice Termination Time, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. . (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchaser Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the each such Purchaser shall have the right to purchase its pro rata portion Pro Rata Portion (as defined below) of the Participation Maximum. The Company must provide “Pro Rata Portion” means the Purchaser with a second Subsequent Financing Notice, and ratio of (x) the Purchaser will again have the right Subscription Amount of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like by a Purchaser participating under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by 4.12 and (y) the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery sum of the Subsequent Financing Notice. If aggregate Subscription Amounts of Securities purchased hereunder by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingall Purchasers participating under this Section 4.12.

Right of Participation. At any time within (a) From the 12 months subsequent to date hereof until the Closingfirst anniversary following the closing of the Qualified Re-IPO, upon any issuance by the Company or any of its Subsidiaries subsidiaries of debt or Common Stock or Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate on a pro-rata basis (with respect to other participating Purchasers and the number of Units purchased by them on the Closing Date) in up to its investment an amount but not more than 25of the Subsequent Financing equal to 20% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price under the same documents, as are offered by the Company to other prospective investors. During the period from date which is the first day following the first anniversary of the closing of the Qualified IPO until the third (3rd) anniversary of the closing of the Qualified IPO, the Purchasers shall maintain their rights under this Section 4.17, provided for in that the Participation Maximum shall be reduced to 10% of the Subsequent Financing. At least . (b) The Company shall notify the Purchaser in writing not less than five (5) Business Days prior to the proposed closing date of the Subsequent Financing (which date shall be specified in such notice), which notice shall be accompanied by all agreements and other documents then in place to be delivered to or signed by other prospective investors in the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser and if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, it shall so notify the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth Company in writing not less than two (5th2) Business Day, days from its receipt of the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount original notice of the Subsequent Financing, then and further shall execute all Subsequent Financing documents as required and deliver them and the purchase price for such securities and such other items as are specified to be delivered under the such documents to the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related or prior to the Subsequent Financing proposed closing date (or such later date as the Company may agree in writing). Notwithstanding the foregoing, this Section 4.17 shall not include any term or provision whereby such Purchaser apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingan Exempt Issuance.

Right of Participation. At any time within (a) From the 12 date hereof until the date that is eighteen (18) months subsequent to after the ClosingClosing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof Convertible Securities (a “Subsequent Financing”), the Purchaser each Investor shall have the right to participate in up to its investment an amount but not more than 25% of the Subsequent Financing such that such Investor’s beneficial ownership of the Company (ignoring for such purpose any beneficial ownership caps) on a fully diluted basis immediately following such Subsequent Financing would not be less than its beneficial ownership of the Company (ignoring for such purposes any beneficial ownership caps) solely based on such Investor’s investment in this offering (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. . (b) At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser such Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaseran Investor, and only upon a request by such PurchaserInvestor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one two (12) Business Day Days after such request, deliver a Subsequent Financing Notice to such PurchaserInvestor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires . (c) Any Investor desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Business Day after all of the Purchaser has Investors have received the Pre-Subsequent Financing Notice that such Purchaser is willing Investor desires to participate in the Subsequent Financing, the amount of such PurchaserInvestor’s participation, and representing and warranting that such Purchaser Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the Purchaser an Investor as of such fifth second (5th2nd) Business Day, the Purchaser such Investor shall be deemed to have notified the Company that it does not elect to participate. . (d) If by 5:30 p.m. (New York City time) on the fifth second (5th2nd) Business Day after all of the Purchaser Investors have received the Pre-Subsequent Financing Notice, notifications by the Purchaser Investors of their willingness desire to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. . (New York City timee) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser Investors with a second Subsequent Financing Notice, and the Purchaser Investors will again have the right of participation set forth above in this Section 4.15Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty sixty (3060) Business Days after the date of the initial Subsequent Financing Notice. (f) Notwithstanding the foregoing, this Section 6 shall not apply in respect of an Exempt Issuance or to a registered primary public offering. The Company and right of first refusal set forth in this Section (i) shall be assignable in any private sale of Securities, (ii) shall be assignable by an Investor to any Affiliate of the Purchaser agree that if Investor, (iii) upon the Purchaser elects to participate in the Subsequent Financingdeath of any individual Investor, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related pass to the Subsequent Financing shall not include any term beneficiaries under the deceased Investor’s last will and testament or provision whereby such Purchaser to the distributees of the deceased Investor’s estate, and (iv) shall be required assignable by a trust, partnership or limited liability company to agree to any restrictions its beneficiaries, partners or members, as applicable, provided, however, that each such assignee shall on trading as to any the date of the assignment be an “accredited investor” within the meaning of Regulation D of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent FinancingAct.

Right of Participation. At any time within (a) For a period of twelve (12) months after the 12 months subsequent to the ClosingClosing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock, Common Stock or Common Stock Equivalents for cash considerationEquivalents, indebtedness conventional debt or a combination of units thereof such securities and/or debt (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in up to its investment an amount but not more than 25% of the Subsequent Financing equal to thirty-five percent (35%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. , which participation shall be pro rata to the Purchasers’ respective Subscription Amounts. (b) At least five three (53) Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it such Purchaser wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a any such Purchaser, and only upon a request by such a Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by . (c) If a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from terms set forth in the Purchaser as of such fifth Subsequent Financing Notice. (5thd) Business Day, the Each Purchaser shall be deemed have the right to have notified purchase its Pro Rata Portion (as defined below) of the Company that it does not elect to participateParticipation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the a Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financingsuch Purchaser’s Pro Rata Portion, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons other Purchasers set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingremaining amount.

Right of Participation. At any time within the 12 months subsequent Subject to the Closingexceptions described below, upon any issuance by the Company or will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending two (2) year after the date of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchaser this Agreement unless it shall have the right first delivered to participate in up to its investment amount but not more than 25% of the Subsequent Financing each Purchaser, at least ten (the “Participation Maximum”10) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days business days prior to the closing of such Future Offering, written notice describing the Subsequent Financingproposed Future Offering, including the material terms and conditions thereof, and providing each such Purchaser an option during the ten (10) day period following delivery of such notice to purchase its pro rata share (based on the ratio that the aggregate amount of Securities purchased by it hereunder bears to the aggregate amount of Securities purchased by all such Purchasers hereunder) of an aggregate of thirty percent (30%) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Participation Right”). Upon receipt of an affirmative response from any such Purchaser(s) the Company and such Purchasers shall proceed in good faith with the preparation of definitive transaction agreements. In the event the material terms and conditions of a proposed Future Offering are materially amended after delivery of the notice to such Purchasers concerning the proposed Future Offering, the Company shall deliver a new notice to each Purchaser a written notice describing the amended terms and conditions of its intention to effect a Subsequent Financing the proposed Future Offering and each such Purchaser thereafter shall have an option during the five (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details 5) day period following delivery of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide written new notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion share thirty percent (30%) of the Participation Maximumaggregate securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive material amendments to the material terms and conditions of any proposed Future Offering. The Participation Right shall not apply to any transaction involving issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company, or any bank or lease financing transaction. The Participation Right also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company must provide stock option or restricted stock plan approved by the Purchaser with a second Subsequent Financing Notice, and stockholders of the Purchaser will again have the right of participation set forth above Company. Notwithstanding anything in this Section 4.15, if the Subsequent Financing subject 4.8 to the initial Subsequent Financing Notice is not consummated for any reason on contrary, in the terms set forth event the Company’s Board of Directors decides, in such Subsequent Financing Notice within thirty (30) Business Days after good faith, to enter into a transaction or relationship in which the date Company issues shares of Common Stock or other securities of the initial Subsequent Financing Notice. The Company and to a person or any entity which is, itself or through its subsidiaries, an operating company in a business synergistic with the Purchaser agree that if business of the Purchaser elects to participate in the Subsequent FinancingCompany, the Company shall use its commercially reasonable efforts be permitted to ensure that the transaction documents related to the Subsequent Financing shall not include do so without any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent FinancingParticipation Right hereunder.

Right of Participation. At any time within (a) From the 12 months subsequent to date hereof until the Closingdate that is the twenty fourth (24th) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Stock, Common Stock Equivalents or preferred stock for cash consideration, indebtedness Indebtedness or a combination of units thereof securities hereof (a “Subsequent Financing”), the each Purchaser (including any Affiliate thereof) shall have the right to participate participate, on a pro rata basis, in up to its investment an amount but not more than 25of the Subsequent Financing equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least ; provided, however, that no Purchaser shall have the right to participate in a Subsequent Financing if approval of the Company’s stockholders would be required by the rules and regulations of the applicable Trading Market if such stockholder were to participate in such Subsequent Financing and; provided, further, that the sale of shares of Common Stock or Common Stock Equivalents pursuant to an “at-the-market” financing facility shall not be deemed a Subsequent Financing. (b) No later than five (5) Business Trading Days prior to the closing expected time of pricing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its the Company’s intention to effect a Subsequent Financing (a “Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no not later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The , which 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 and transaction documents relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the . (c) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. one (New York City time1) on Trading Day prior to the fifth expected time of pricing of the Subsequent Financing (5th) Business Day after the Purchaser has received “Notice Termination Time”), to the Pre-Notice effect that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Purchaser as of such fifth (5th) Business DayNotice Termination Time, the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If participate in such Subsequent Financing. (d) If, by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-NoticeNotice Termination Time, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If . (e) If, by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchaser Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the each such Purchaser shall have the right to purchase its pro rata portion Pro Rata Portion (as defined below) of the Participation Maximum. The Company must provide “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in (or its Affiliates) participating under this Section 4.15, if 4.17 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Securities purchased on the terms set forth in such Subsequent Financing Notice within thirty Closing Date by all Purchasers (30or their Affiliates) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like participating under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing4.17.

Right of Participation. At any time within the 12 months subsequent Subject to the Closingexceptions described below, upon the Company and its Subsidiaries shall not negotiate or contract with any issuance by party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any Subsidiary or securities convertible or exchangeable into or for equity securities of the Company or any Subsidiary (including debt securities with an equity component) in any form ("Future Offerings") during the period beginning on the date hereof and ending on, and including, the date which is two (2) years after the Closing Date, unless it shall have first delivered to each Investor or a designee appointed by such Investor written notice (which written notice shall not contain any material nonpublic information) of its Subsidiaries intent to seek a Future Offering (the "Future Offering Notice") and providing each Investor an option to purchase up to its Aggregate Percentage (as defined below) of debt or the securities to be issued in such Future Offering. For purposes of this Section 4(e), "Aggregate Percentage" at any time with respect to any Investor shall mean the percentage obtained by dividing (x) the aggregate number of Common Shares and Conversion Shares (assuming conversion of all outstanding Preferred Shares then held by such Investor without giving effect to any limitations on conversions) then held by such Investor by (y) the aggregate number of shares of Common Stock or and Class B Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof then issued and outstanding (a “Subsequent Financing”excluding any treasury shares), the Purchaser shall have the right . An Investor can exercise its option to participate in up to its investment amount but not more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request Future Offering by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide delivering written notice to the Company by not later than 5:30 p.m. of such Investor's interest in participating within three (New York City time3) on the fifth business days after receipt of a Future Offering Notice. The Company shall then have three (5th3) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing business days to provide each Investor electing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate a Future Offering with a written notice describing in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than detail the aggregate amount of dollars to be raised in the Participation MaximumFuture Offering, such Investor's Aggregate Percentage of the Future Offering, the Purchaser time frame to completion of the Future Offering and a detailed description of the securities to be issued in the Future Offering. After receipt of such notice from the Company, a Investor shall have three business days to provide the right Company with a notice confirming its participation in the Future Offering, which notice shall state the quantity of securities being offered in the Future Offering that such Investor will purchase, up to its Aggregate Percentage, and that number of securities it is willing to purchase its pro rata portion in excess of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.its

Right of Participation. At any time within (a) From the 12 months subsequent to date hereof until the Closingdate that is the first anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof consideration (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to its investment an amount but not more than 25% of the Subsequent Financing such that such Purchaser’s beneficial ownership of the Company (ignoring for such purpose any beneficial ownership caps) on a fully diluted basis immediately following such Subsequent Financing would not be less than its beneficial ownership of the Company (ignoring for such purposes any beneficial ownership caps) solely based on such Purchaser’s investment in this Offering (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. . (b) At least five (5) Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one two (12) Business Day Trading Days after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the . (c) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth second (5th2nd) Business Trading Day after all of the Purchaser has Purchasers have received the Pre-Subsequent Financing Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Purchaser as of such fifth second (5th2nd) Business Trading Day, the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.

Right of Participation. At any time within For the 12 months subsequent to period ending on the Closingtwelve (12) month anniversary of the Closing Date (such period, upon any issuance by the “Participation Period”), in the event the Company or any of its Subsidiaries proposes to offer and sell shares of debt Common Shares or Common Stock or Common Stock Share Equivalents (“Offered Securities”) to investors primarily for cash considerationcapital raising purposes (each, indebtedness or a combination of units thereof (a “Subsequent FinancingFuture Offering”), the Purchaser Purchasers shall have the right right, but not the obligation, to participate in each such Future Offering in an amount of up to its investment amount but not more than 2550% in the aggregate of the Subsequent Financing Offered Securities (the “Participation MaximumRight”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) Business Days prior The Participation Right shall not apply to the closing of the Subsequent Financingany Exempt Issuances. In connection with each Participation Right, the Company shall deliver to each Purchaser a provide written notice to the Purchasers of its intention the proposed terms and conditions of the Future Offering, no later than twelve (12) hours prior to effect a Subsequent Financing (the launch or pricing date ( the “Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Offering Notice”). Upon If a Purchaser shall elect to exercise its Participation Right, such Purchaser shall notify the request Company, in writing, of such election promptly after receipt of the Offering Notice (the “Participation Notice”). In the event the Purchaser does not timely return a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing NoticeParticipation Notice to the Company , the Company Participation Right granted hereunder shall promptlyterminate and be of no further force and effect; provided, but however, that such Participation Right shall be reinstated in respect of the Future Offering in connection with which such Offering Notice was delivered if the anticipated closing referenced in the Offering Notice does not occur within thirty (30) days of the delivery of the Offering Notice and the Participation Period has not otherwise ended. Notwithstanding anything herein to there shall be no later than one Offering Notice required to be delivered to the Purchaser; provided that the Future Offering is delivered between the time period of 4:00 pm (1New York City time) Business and 6:00 pm (New York City time) on the Trading Day after such requestimmediately prior to the Trading Day of the expected announcement of the Future Offering (or, deliver if the Trading Day of the expected announcement of the Future Offering is the first Trading Day following a Subsequent Financing Notice holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such Purchaserholiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Future Offering). The Subsequent Financing Offering Notice shall describe in reasonable detail the proposed terms of such Subsequent FinancingFuture Offering, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing Future Offering is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude In addition, any equipment financing secured by a purchase money security interest If the Purchaser desires desiring to participate in such Subsequent Financing Future Offering must provide written notice Participation Notice to the Company by not later than 5:30 p.m. 6:30 am (New York City time) on the fifth Trading Day following the date on which the Offer Notice is delivered to such Purchaser (5ththe “Notice Termination Time”) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent FinancingPlacement, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Offering Notice. If the Company receives no such Participation Notice from the a Purchaser as of such fifth (5th) Business DayNotice Termination Time, the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.Future Offering..

Right of Participation. At any time within (a) From the 12 months subsequent to date of Closing until ninety days (90) days after the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof consideration (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to its investment an amount but not more than 25% of such Subsequent Financing equal to twenty percent (20%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five , in accordance with the terms and conditions of this Section 5.3; provided that this Section 5.3(a) shall not apply in respect of an Exempt Issuance. (5b) Business Days Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the closing Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing), the Company shall deliver to each Purchaser a written notice of its the Company’s intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document and transaction documents relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the . (c) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. 6:30 am (New York City time) on the fifth Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (5ththe “Notice Termination Time”) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Purchaser as of such fifth (5th) Business DayNotice Termination Time, the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If participate in such Subsequent Financing. (d) If, by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-NoticeNotice Termination Time, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If . (e) If, by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchaser Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the each such Purchaser shall have the right to purchase its pro rata portion Pro Rata Portion (as defined below) of the Participation Maximum. The Company must provide “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Shares purchased on the Closing Date by a Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in participating under this Section 4.15, if 5.3 and (y) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Subscription Amounts of Shares purchased on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like Closing Date by all Purchasers participating under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing5.3.

Right of Participation. At any time within the 12 months subsequent Subject to the Closingexceptions described below, upon any issuance by the Company or will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending two (2) year after the date of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchaser this Agreement unless it shall have the right first delivered to participate in up to its investment amount but not more than 25% of the Subsequent Financing each Purchaser, at least ten (the “Participation Maximum”10) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days business days prior to the closing of such Future Offering, written notice describing the Subsequent Financingproposed Future Offering, including the material terms and conditions thereof, and providing each such Purchaser an option during the ten (10) day period following delivery of such notice to purchase its pro rata share (based on the ratio that the aggregate principal amount of Series C Notes purchased and then held by it hereunder together with the aggregate principal amount of Prior Notes purchased and then held by it (if applicable) bears to the aggregate principal amount of Series C Notes and Prior Notes purchased by all Purchasers and Prior Purchasers hereunder and under the Prior Purchase Agreement, respectively) of an aggregate of thirty percent (30%) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Participation Right”). Upon receipt of an affirmative response from any such Purchaser(s) the Company and such Purchasers shall proceed in good faith with the preparation of definitive transaction agreements. In the event the material terms and conditions of a proposed Future Offering are materially amended after delivery of the notice to such Purchasers concerning the proposed Future Offering, the Company shall deliver a new notice to each Purchaser a written notice describing the amended terms and conditions of its intention to effect a Subsequent Financing the proposed Future Offering and each such Purchaser thereafter shall have an option during the five (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details 5) day period following delivery of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide written new notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion share thirty percent (30%) of the Participation Maximumaggregate securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive material amendments to the material terms and conditions of any proposed Future Offering. The Participation Right shall not apply to any transaction involving issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company, or any bank or lease financing transaction. The Participation Right also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company must provide stock option or restricted stock plan approved by the Purchaser with a second Subsequent Financing Notice, and stockholders of the Purchaser will again have the right of participation set forth above Company. Notwithstanding anything in this Section 4.15, if the Subsequent Financing subject 4.7 to the initial Subsequent Financing Notice is not consummated for any reason on contrary, in the terms set forth event the Company’s Board of Directors decides, in such Subsequent Financing Notice within thirty (30) Business Days after good faith, to enter into a transaction or relationship in which the date Company issues shares of Common Stock or other securities of the initial Subsequent Financing Notice. The Company and to a person or any entity which is, itself or through its subsidiaries, an operating company in a business synergistic with the Purchaser agree that if business of the Purchaser elects to participate in the Subsequent FinancingCompany, the Company shall use its commercially reasonable efforts be permitted to ensure that the transaction documents related to the Subsequent Financing shall not include do so without any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent FinancingParticipation Right hereunder.

Right of Participation. At any time within the 12 18 months subsequent to the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents equivalents for cash consideration, indebtedness or a combination of units thereof thereof, but specifically excluding the Existing Offering (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to its investment amount but not more than 25% (in the aggregate) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Dayinvestment, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than 25% of the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.154.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser Purchasers agree that if the any Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and 4.15 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser Purchasers that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.

Right of Participation. At any time within the 12 18 months subsequent to the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock common stock or Common Stock Equivalents common stock equivalents for cash consideration, indebtedness or a combination of units thereof thereof, other than in an underwritten public offering (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to its investment amount under this Agreement and Purchaser’s Note but not more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participationparticipation (up to the Participation Maximum), and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, otherwise the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser to the Company of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Participation Maximum and the balance of the Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and 4.15 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.

Right of Participation. At (a) Subject only to any time within prior rights of the 12 months subsequent Company's holders of those certain 7% Convertible Debentures due April 20, 2008 and those certain 4% Convertible Debentures due July 12, 2008, until the first anniversary of the Closing Date, each Purchaser (including for such purposes its assigns) shall have the right to the Closing, upon participate in any issuance by financing of the Company or any of its Subsidiaries of debt or Common Stock or securities convertible into Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “"Subsequent Financing”), the Purchaser shall have the right to participate in ") up to its investment an amount but not more than 25of the Subsequent Financing equal to 100% of the Subsequent Financing (the “"Participation Maximum”"). (b) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“"Pre-Notice”"), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “"Subsequent Financing Notice”"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or person with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the thereto. (c) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after all of the Purchaser has Purchasers have received the Pre-Notice that such the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s 's participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from the a Purchaser as of such fifth (5th) Business Day, the then such Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after all of the Purchaser Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with to the Persons set forth in the Subsequent Financing Notice. . (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after all of the Purchaser has Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the each such Purchaser shall have the right to purchase its pro rata portion the greater of (i) their Pro Rata Portion (as defined below) of the Participation Maximum. The Company must provide Maximum and (ii) the Purchaser with a second Subsequent Financing Notice, difference between the Participation Maximum and the Purchaser will again have the right aggregate amount of participation set forth above in by all other Purchasers. "Pro Rata Portion" is the ratio of (A) the Shares and Warrants purchased on the Closing Date by a Purchaser participating under this Section 4.15, if 3.7 and (B) the Subsequent Financing subject to sum of the initial Subsequent Financing Notice is not consummated for any reason aggregate Shares and Warrants purchased on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like Closing Date by all Purchasers participating under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing3.7.

Right of Participation. (a) At any time within the 12 months subsequent to the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock common stock or Common Stock Equivalents common stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest . (b) If the Purchaser desires to participate in such Subsequent Financing it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (c) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have has received the Pre-Notice, notifications by the Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. . (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. . (e) The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. . (f) The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and 4.15 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.

Right of Participation. At (a) So long as any time within of the 12 months subsequent to the ClosingWarrants remain outstanding, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock, Common Stock or Common Stock Equivalents for cash considerationEquivalents, indebtedness conventional debt or a combination of units thereof such securities and/or debt (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in up to its investment an amount but not more than 25% of the Subsequent Financing equal to fifty percent (50%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. , which participation shall be pro rata to the Purchasers’ respective subscription amounts. (b) At least five three (53) Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it such Purchaser wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a any such Purchaser, and only upon a request by such a Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by . (c) If a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from terms set forth in the Purchaser as of such fifth Subsequent Financing Notice. (5thd) Business Day, the Each Purchaser shall be deemed have the right to have notified purchase its Pro Rata Portion (as defined below) of the Company that it does not elect to participateParticipation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the a Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financingsuch Purchaser’s Pro Rata Portion, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons other Purchasers set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingremaining amount.

Right of Participation. At any time within the 12 months subsequent Subject to the Closingexceptions described below, upon during the period beginning on the date hereof and ending on, and including, the date which is one year after the date the Registration Statement registering the Registrable Securities is declared effective by the SEC the Company and its Subsidiaries shall not negotiate or contract with any issuance by party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any Subsidiary or securities convertible into or exchangeable for equity securities of its Subsidiaries of the Company or any Subsidiary (including debt or Common Stock or Common Stock Equivalents for cash considerationsecurities with an equity component) in any form ("Future Offerings"), indebtedness unless it shall have first delivered to each Buyer or a combination designee appointed by such Buyer written notice (the "Future Offering Notice") describing the proposed Future Offering, including the size, terms and conditions thereof, and providing each Buyer an option to purchase up to its Aggregate Percentage (as defined below) of units thereof the securities to be issued in such Future Offering, as of the date of delivery of the Future Offering Notice, in the Future Offering (a “Subsequent Financing”the limitations referred to in this sentence are collectively referred to as the "Capital Raising Limitations"). For purposes of this Section 4(g), "Aggregate Percentage" at any time with respect to any Buyer shall mean the Purchaser shall have percentage obtained by multiplying (I) 50% by (II) the right quotient of (i) the aggregate number of the Preferred Shares issued to such Buyer on the Closing Date by (ii) the aggregate number of the Preferred Shares issued to all the Buyers on the Closing Date. A Buyer can exercise its option to participate in a Future Offering by delivering written notice thereof to participate to the Company within three (3) business days after receipt of a Future Offering Notice, which notice shall state the quantity of securities being offered in the Future Offering that such Buyer will purchase, up to its investment amount but not Aggregate Percentage, and that number of securities it is willing to purchase in excess of its Aggregate Percentage. In the event that one or more than 25% Buyers fail to elect to purchase up to each such Buyer's Aggregate Percentage of the Subsequent Financing Future Offering, then each Buyer which has indicated that it is willing to purchase a number of securities in such Future Offering in excess of its Aggregate Percentage shall be entitled to purchase up to its pro rata portion (the “Participation Maximum”) on determined in the same terms, conditions and price provided for manner as described in the Subsequent Financing. At least five (5preceding sentence) Business Days prior to the closing of the Subsequent Financingsecurities in the Future Offering which one or more of the Buyers have not elected to purchase. In the event the Buyers fail to elect to fully participate in the Future Offering within the periods described in this Section 4(g), the Company shall deliver have 45 days thereafter to each Purchaser a written notice sell the securities of its intention the Future Offering that the Buyers did not elect to effect a Subsequent Financing (“Pre-purchase, upon terms and conditions, no more favorable to the purchasers thereof than specified in the Future Offering Notice”), which Pre-Notice shall ask . In the Purchaser if it wants to review event the details Company has not sold such securities of the Future Offering within such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice45 day period, the Company shall promptly, but no later than one (1) Business Day after not thereafter issue or sell such request, deliver a Subsequent Financing Notice securities without first offering such securities to such Purchaserthe Buyers in the manner provided in this Section 4(g). The Subsequent Financing Notice Capital Raising Limitations shall describe not apply to (i) a loan from a commercial bank, (ii) the Company's issuances of securities (A) as consideration in reasonable detail a merger or consolidation, (B) in connection with any strategic partnership or joint venture (the proposed primary purpose of which is not to raise equity capital) or (C) as consideration for the acquisition of a business, product, license or other assets by the Company, (iii) the issuance of Common Stock in a firm commitment, underwritten public offering, (iv) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof provided the 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. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide written notice to the Company by securities are not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days amended after the date hereof, (v) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option plan, restricted stock plan or stock purchase plan for the benefit of the initial Subsequent Financing NoticeCompany's employees, officers or directors for services provided to the Company. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing Buyers shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any participate or exercise their right of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction first refusal with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention a particular Future Offering in order to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession exercise their right of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction first refusal with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financinglater Future Offerings.

Right of Participation. At any time within the 12 months subsequent Subject to the Closingexceptions described below, upon the Company and its Subsidiaries shall not negotiate or contract with any issuance by party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any Subsidiary or securities convertible or exchangeable into or for equity securities of the Company or any Subsidiary (including debt securities with an equity component) in any form ("Future Offerings") during the period beginning on the date hereof and ending on, and including, the date which is two (2) years after the Closing Date, unless it shall have first delivered to the Investor or a designee appointed by the Investor written notice (which written notice shall not contain any material nonpublic information) of its Subsidiaries intent to seek a Future Offering (the "Future Offering Notice") and providing the Investor an option to purchase up to its Aggregate Percentage (as defined below) of debt or the securities to be issued in such Future Offering. For purposes of this Section 4(e), "Aggregate Percentage" at any time with respect to the Investor shall mean the percentage obtained by dividing (x) the aggregate number of Common Shares and Conversion Shares (assuming conversion of all outstanding Preferred Shares then held by the Investor without giving effect to any limitations on conversions) then held by the Investor by (y) the aggregate number of shares of Common Stock or and Class B Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof then issued and outstanding (a “Subsequent Financing”excluding any treasury shares), the Purchaser shall have the right . The Investor can exercise its option to participate in up to its investment amount but not more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request Future Offering by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide delivering written notice to the Company by not later than 5:30 p.m. of the Investor's interest in participating within three (New York City time3) on business days after receipt of a Future Offering Notice. The Company shall then have three (3) business days to provide the fifth (5th) Business Day after Investor electing to participate in a Future Offering with a written notice describing in detail the Purchaser has received aggregate amount of dollars to be raised in the Pre-Notice Future Offering, the Investor's Aggregate Percentage of the Future Offering, the time frame to completion of the Future Offering and a detailed description of the securities to be issued in the Future Offering. After receipt of the notice from the Company, the Investor shall have three business days to provide the Company with a notice confirming its participation in the Future Offering, which notice shall state the quantity of securities being offered in the Future Offering that such Purchaser the Investor will purchase, up to its Aggregate Percentage, and that number of securities it is willing to participate purchase in excess of its Aggregate Percentage. The Company shall have 45 days thereafter to sell the Subsequent Financing, securities of the amount of such Purchaser’s participation, and representing and warranting Future Offering that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does Investor did not elect to participate. If by 5:30 p.m. (New York City time) on purchase, upon terms and conditions no more favorable to the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate purchasers thereof than specified in the Subsequent Financing Future Offering Notice. In the event the Company has not sold such securities of the Future Offering within such 45-day period, the Company shall not thereafter issue or sell such securities without first offering such securities to the Investor in the manner provided in this Section 4(e). The right of first offer set forth in this Section 4(e) shall not apply to (i) a loan from a commercial bank which does not have any equity feature other than the issuance of warrants to purchase, individually or to cause their designees to participate) is, in the aggregate, up to 250,000 shares of Common Stock (such number to be adjusted for any stock splits, stock dividends, stock combinations or other similar transactions involving the Common Stock that are effective at any time from and after 4:59 p.m., Eastern Time, on the date of this Agreement) at a fixed exercise price which is not less than the total amount market price of the Subsequent FinancingCommon Stock at the time of issuance of such warrants, then (ii) any transaction involving the Company's issuances of securities (A) as consideration in a merger or consolidation, (B) in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital) or (C) as consideration for the acquisition of a business, product, license or other assets by the Company, (iii) the issuance of Common Stock in an underwritten public offering by a nationally recognized investment bank, (iv) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities described in Schedule 3(c), (v) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option plan, restricted stock plan or stock purchase plan for the benefit of the Company's employees, consultants or directors and (vi) the issuance by the Company may effect of securities in exchange for the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation MaximumSettlement Notes. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing Investor shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any participate or exercise its right of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction first offer with respect to the Subsequent Financing has been abandoned or shall publicly disclose a particular Future Offering in order to exercise its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession right of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction first offer with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financinglater Future Offerings.

Right of Participation. At any time within (a) From the 12 months subsequent to date hereof until the date that is the 12-month anniversary of the last Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to its investment an amount but not more than 25of the Subsequent Financing equal to 100% of the proposed Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. . (b) At least five three (53) Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a the Purchaser, and only upon a request by such the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such the Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest . (c) If the Purchaser desires to participate in such Subsequent Financing Financing, the Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on that the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. . (New York City timed) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.154.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Financing Notice. . (e) The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such the Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in connection with, this Agreement, without the Subsequent Financing Notice. prior written consent of such Purchaser. (f) Notwithstanding anything to the contrary in this Section 4.15and 4.14 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the such Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Trading Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingof its Subsidiaries. (g) Notwithstanding the foregoing, this Section 4.14 shall not apply in respect of an Exempt Issuance.

Right of Participation. At any time within For the 12 months subsequent to period ending on the Closingtwelve (12) month anniversary of the Closing Date (such period, upon any issuance by the “Participation Period”), in the event the Company or any of its Subsidiaries proposes to offer and sell shares of debt or Common Stock or Common Stock Equivalents (“Offered Securities”) to investors primarily for cash considerationcapital raising purposes (each, indebtedness or a combination of units thereof (a “Subsequent FinancingFuture Offering”), the Purchaser Purchasers shall have the right right, but not the obligation, to participate in each such Future Offering in an amount of up to its investment amount but not more than 2530% in the aggregate of the Subsequent Financing Offered Securities (the “Participation MaximumRight”) on the same terms, conditions and price provided for in the Subsequent Financing). At least five (5) Business Days prior The Participation Right shall not apply to the closing of the Subsequent Financingany Exempt Issuances. In connection with each Participation Right, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide written notice to the Company by not Purchasers of the proposed terms and conditions of the Future Offering (a) in the case of an offering that is an “overnight offering”, no later than 5:30 p.m. twelve (New York City time12) on hours prior to the fifth launch or pricing date and (5thb) Business Day in the case of a “public offering” as defined pursuant to the rules and regulations of The Nasdaq Capital Market, no later than forty-eight (48) hours prior to the launch or pricing date (in each case, the “Offering Notice”). If a Purchaser shall elect to exercise its Participation Right, such Purchaser shall notify the Company, in writing, of such election promptly after receipt of the Offering Notice (the “Participation Notice”). In the event the Purchaser has received does not timely return a Participation Notice to the Pre-Notice Company , the Participation Right granted hereunder shall terminate and be of no further force and effect; provided, however, that such Purchaser is willing to participate Participation Right shall be reinstated in respect of the Future Offering in connection with which such Offering Notice was delivered if the anticipated closing referenced in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it Offering Notice does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice occur within thirty (30) Business Days after the date days of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned Offering Notice and the Purchaser shall Participation Period has not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingotherwise ended.

Right of Participation. At The Company agrees that, prior to any time within offer or sale by the 12 months subsequent Company's subsidiary, Meret Communications, Inc. ("Meret") of Meret's common stock (or any securities convertible or exercisable into or exchangeable for common stock) it will deliver, at least ten (10) business days prior to such proposed issuance, to the ClosingPurchaser written notice describing the proposed offering, upon any issuance by including the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units aggregate amount to be offered and the terms and conditions thereof (a “Subsequent Financing”"Participation Notice"), and provide the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires option to participate in such Subsequent Financing must provide written notice offering up to $7,500,000 (the Company by not later than 5:30 p.m. (New York City time"Right of Participation") on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons conditions set forth in the Subsequent Financing Participation Notice. If The Purchaser may exercise its Right of Participation by 5:30 p.m. delivering written notice of such exercise (New York City timean "Exercise Notice") to the Company on or before the fifth eighth (5th8th) Business Day after business day following receipt of the Participation Notice, which notice shall specify the dollar amount of the securities that the Purchaser has received wishes to purchase in such offering. In the Pre-Noticeevent that a Purchaser exercises its Right of Participation with respect to such offering, the Company receives responses shall, within one business day thereafter (i) determine in good faith from the lead investor or lead venture financier in the event of a private offering or from the managing underwriter in the event of an initial public offering whether the Purchaser will be allowed to a Subsequent Financing Notice from participate in such offering, provided that the Company shall recommend to such lead investor or lead venture financier or managing underwriter that the Purchaser seeking be allowed to so participate, and to purchase more than the aggregate dollar amount of securities requested by the Purchaser and (ii) notify the Purchaser of such determination. The Right of Participation Maximumshall apply only to Meret's initial financing subsequent to the Closing Date. In the event that the Purchaser transfers Shares to any of its members and until such time as such members transfer the Shares, each such member shall have the rights afforded to the Purchaser under this Section 6.3 with respect to such Shares (it being the intent of the parties that the Right of Participation for the Purchaser and its members not exceed $7,500,000 in the aggregate); provided that the Purchaser shall retain and have the sole right to purchase its pro rata portion of receive the Participation Maximum. The Company must provide Notice from the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and deliver the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect Exercise Notice to the Company or any Subsequent Financingin accordance with the provisions of this Section 6.3.

Right of Participation. At any time within (a) From the date hereof until the date that is the 12 months subsequent to month anniversary of the ClosingClosing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to its investment an amount but not more than of the Subsequent Financing equal to 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five . (5b) Business Days Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the closing Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing), the Company shall deliver to each Purchaser a written notice of its the Company’s intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document and transaction documents relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the . (c) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. 6:30 am (New York City time) on the fifth Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (5ththe “Notice Termination Time”) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Purchaser as of such fifth (5th) Business DayNotice Termination Time, the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If participate in such Subsequent Financing. (d) If, by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-NoticeNotice Termination Time, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. . (New York City timee) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser Purchasers with a second Subsequent Financing Notice, and the Purchaser Purchasers will again have the right of participation set forth above in this Section 4.154.19, if the Subsequent Financing subject definitive agreement related to the initial Subsequent Financing Notice is not consummated entered into for any reason on the terms set forth in such Subsequent Financing Notice within thirty two (302) Business Trading Days after the date of delivery of the initial Subsequent Financing Notice. . (f) The Company and the each Purchaser agree that that, if the any Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser shall be required to agree to any restrictions on trading as to any securities of the Securities purchased hereunder Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth connection with, this Agreement, without the prior written consent of such Purchaser. In addition, the Company and each Purchaser agree that, in connection with a Subsequent Financing, the transaction documents related to the Subsequent Financing Notice. shall include a requirement for the Company to issue a widely disseminated press release by 9:30 am (New York City time) on the Trading Day of execution of the transaction documents in such Subsequent Financing (or, if the date of execution is not a Trading Day, on the immediately following Trading Day) that discloses the material terms of the transactions contemplated by the transaction documents in such Subsequent Financing. (g) Notwithstanding anything to the contrary in this Section 4.15and 4.19 and unless otherwise agreed to by the such Purchaser, the Company shall either confirm in writing to the such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the such Purchaser will not be in possession of any material, non-public information, by 9:30 am (New York City time) on the tenth second (10th2nd) Business Trading Day following date of delivery of the Subsequent Financing Notice. If by 9:30 am (New York City time) on such tenth second (10th2nd) Business Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the such Purchaser, such transaction shall be deemed to have been abandoned and the such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingof its Subsidiaries. (h) Notwithstanding the foregoing, this Section 4.19 shall not apply in respect of an Exempt Issuance.

Right of Participation. At any time within From the date hereof until the date that is the 12 months subsequent to month anniversary of the ClosingFirst Closing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness debt securities for cash consideration or a combination of units thereof (a “Subsequent Financing”), the each Purchaser (together with its Affiliates) having a Subscription Amount of at least $750,000 (“Eligible Purchaser”) shall have the right to participate in up to its investment an amount but not more than 25of the Subsequent Financing equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five . (5a) Business Days Between the time period of 4 pm ET and 7 pm ET on the Trading Day immediately prior to the closing Trading Day of the expected announcement of the Subsequent Financing, the Company shall deliver to each Eligible Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Eligible Purchaser if it wants to review receive material non-public information about the details Company without providing any material non-public information to such Eligible Purchaser in such Pre-Notice (the Company shall use best efforts to ensure that the Eligible Purchaser has received and acknowledged receipt of the Pre-Notice). Upon the consent of a Eligible Purchaser, and only upon a consent of such financing Eligible Purchaser, to receive material non-public information about the Company, the Company shall promptly deliver a notice to such Eligible Purchaser (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice which shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing If a Eligible Purchaser does not, on or prior to 9 pm ET on such Trading Day, deliver notice to the Company consenting to the receipt of non-public information about the Company, the Company's obligations pursuant to this Section 4.11 with respect to such Eligible Purchaser shall exclude any equipment financing secured by a purchase money security interest If the cease. (b) Any Eligible Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not the later than 5:30 p.m. of (New York City timei) 11 pm ET on the fifth (5th) Business Trading Day after the Purchaser has received that the Pre-Notice is delivered and (ii) two hours after the time that the Subsequent Financing Notice is received by such Eligible Purchaser (the “Notice Termination Time”) that such Eligible Purchaser is willing to participate in the Subsequent Financing, the amount of such Eligible Purchaser’s participation, and representing and warranting that such Eligible Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Eligible Purchaser as of such fifth (5th) Business Daytime, the such Eligible Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (c) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-NoticeNotice Termination Time, notifications by the Purchaser Eligible Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. . (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-NoticeNotice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchaser Eligible Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the each such Eligible Purchaser shall have the right to purchase its pro rata portion Pro Rata Portion (as defined below) of the Participation Maximum. The Company must provide “Pro Rata Portion” means the Purchaser with a second Subsequent Financing Notice, and ratio of (x) the Purchaser will again have the right Subscription Amount of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like by a Eligible Purchaser participating under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by 4.12 and (y) the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery sum of the Subsequent Financing Notice. If aggregate Subscription Amounts of Securities purchased hereunder by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingall Eligible Purchasers participating under this Section 4.12.

Right of Participation. At any time within (a) From the 12 date hereof until the date that is twelve (12) months subsequent to after the ClosingStockholder Approval Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Stock, Common Stock Equivalents or preferred stock for cash consideration, indebtedness Indebtedness or a combination of units thereof securities hereof (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in up to its investment an amount but not more than 25of the Subsequent Financing equal to 33% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five . (5b) Business Days No later than four (4) hours prior to the closing expected time of pricing of the Subsequent FinancingOffering, the Company shall deliver to each Purchaser a written notice of its the Company’s intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document and transaction documents relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the . (c) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. within two (New York City time2) on hours of the fifth time that such Subsequent Financing Notice is sent to such Purchase (5th) Business Day after the Purchaser has received “Notice Termination Time”), to the Pre-Notice effect that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Purchaser as of such fifth (5th) Business DayNotice Termination Time, the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If participate in such Subsequent Financing. (d) If, by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-NoticeNotice Termination Time, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. . (New York City timee) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser Purchasers with a second Subsequent Financing Notice, and the Purchaser Purchasers will again have the right of participation set forth above in this Section 4.15above, if the Subsequent Financing subject definitive agreement related to the initial Subsequent Financing Notice is not consummated entered into for any reason on the terms set forth in such Subsequent Financing Notice within thirty two (302) Business Trading Days after the date of delivery of the initial Subsequent Financing Notice. . (f) The Company and the each Purchaser agree that that, if the any Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser shall be required to agree to any restrictions on trading as to any the securities of the Securities purchased hereunder Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth connection with, this Waiver Agreement, without the prior written consent of such Purchaser. In addition, the Company and each Purchaser agree that, in connection with a Subsequent Financing, the transaction documents related to the Subsequent Financing Notice. shall include a requirement for the Company to issue a widely disseminated press release by 9:30 am (New York City time) on the Trading Day of execution of the transaction documents in such Subsequent Financing (or, if the date of execution is not a Trading Day, on the immediately following Trading Day, or for an intra-day offering, by 9:30 am (New York City time) on the Trading Day immediately following the date of execution of the transaction documents in such Subsequent Financing) that discloses the material terms of the transactions contemplated by the transaction documents in such Subsequent Financing. (g) Notwithstanding anything to the contrary in this Section 4.15and herein and unless otherwise agreed to by the such Purchaser, the Company shall either confirm in writing to the such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the such Purchaser will not be in possession of any material, non-public information, by 9:30 am (New York City time) on the tenth second (10th2nd) Business Trading Day following date of delivery of the Subsequent Financing Notice. If by 9:30 am (New York City time) on such tenth second (10th2nd) Business Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the such Purchaser, such transaction shall be deemed to have been abandoned and the such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingof its Subsidiaries.

Right of Participation. At any time within In addition to and not in place of the 12 months subsequent to rights of the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”Subscriber under Section 5.4(A), in the Purchaser event of a Subsequent Offering, each Subscriber shall have the right to participate in purchase up to its investment an amount but not more than 25of the Subsequent Offering equal to 50% of the Subsequent Financing Offering (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent FinancingOffering. The Participation Maximum may be adjusted by the Company if and to the extent required to avoid shareholder approval or receive regulatory approval of a Subsequent Offering. At least five (5) Business 5 Trading Days prior to the anticipated closing of the Subsequent FinancingOffering, the Company shall deliver to each Purchaser Subscriber a written notice of its intention to effect a Subsequent Financing Offering (“Pre-Notice”), which Pre-Notice shall ask the Purchaser such Subscriber if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Offering Notice”). Upon the request of a PurchaserSubscriber, and only upon a request by such PurchaserSubscriber, for a Subsequent Financing Offering Notice, the Company shall promptly, but no later than one (1) Business 1 Trading Day after such request, deliver a Subsequent Financing Offering Notice to such PurchaserSubscriber. The Subsequent Financing Offering Notice shall describe in reasonable detail the proposed terms of such Subsequent FinancingOffering, the amount of proceeds intended to be raised thereunder and thereunder, the Person or Persons through or with whom such Subsequent Financing Offering is proposed to be effected effected, and attached to which shall include be a term sheet sheet, definitive documents or similar document documents relating thereto as an attachmentthereto. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires Any Subscriber desiring to participate in such Subsequent Financing Offering must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business 5th Trading Day after the Purchaser has received receiving the Pre-Notice that such Purchaser the Subscriber is willing to participate in the Subsequent FinancingOffering, the amount of such Purchaserthe Subscriber’s participation, and representing and warranting that such Purchaser the Subscriber has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Offering Notice. If the Company receives no notice from the Purchaser a Subscriber as of such fifth (5th) Business 5th Trading Day, the Purchaser such Subscriber shall be deemed to have notified the Company that it does not elect to participate. If the Company receives such written notice from a Subscriber, the Subscriber must be willing and able to close by no later than 5:30 p.m. (New York City time) on the fifth (5th) Business 7th Trading Day after the Purchaser have received receiving the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business 5th Trading Day after the Purchaser has received receiving the Pre-Notice, the Company receives responses to a Subsequent Financing Offering Notice from Purchaser Subscribers seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser each such Subscriber shall have the right to purchase its pro rata portion their Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” is the ratio of (x) the Purchase Price of a Subscriber participating under this Section 5.4(B) and (y) the aggregate Purchase Price of all Subscribers participating under this Section 5.4(B). Any time after 5:30 p.m. (New York City time) on the 5th Trading Day after receiving the Pre-Notice, the Company may sell the remaining portion of such Subsequent Offering to other investors on the terms set forth in the Subsequent Offering Notice. The Company must provide the Purchaser Subscriber with a second Subsequent Financing Offering Notice, and the Purchaser Subscriber will again have the right of participation set forth above in this Section 4.155.4(B), if the Subsequent Financing Offering subject to the initial Subsequent Financing Offering Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Offering Notice within thirty (30) Business 60 Trading Days after the date of the initial Subsequent Financing Offering Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.

Right of Participation. At (a) So long as any time within of the 12 months subsequent to Securities covered by the ClosingTransaction Documents are outstanding, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock, Common Stock or Common Stock Equivalents for cash considerationEquivalents, indebtedness conventional debt or a combination of units thereof such securities and/or debt (a “Subsequent Financing”), the Purchaser Purchasers shall have the right to participate in up to its investment an amount but not more than 25% of the Subsequent Financing equal to thirty-five percent (35%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. , which participation shall be pro rata to the Purchasers’ respective subscription amounts. (b) At least five three (53) Business Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it such Purchaser wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a any such Purchaser, and only upon a request by such a Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by . (c) If a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from terms set forth in the Purchaser as of such fifth Subsequent Financing Notice. (5thd) Business Day, the Each Purchaser shall be deemed have the right to have notified purchase its Pro Rata Portion (as defined below) of the Company that it does not elect to participateParticipation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.13. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the a Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financingsuch Purchaser’s Pro Rata Portion, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons other Purchasers set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingremaining amount.

Right of Participation. At any time within (a) Commencing on the 12 Closing Date and continuing for a period of six (6) months subsequent to the Closingthereafter, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Stock, Common Stock Equivalents or other Indebtedness or other securities, whether for cash consideration, indebtedness consideration or a combination of units thereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in such Subsequent Financing in an amount up to its investment amount but not more than 25% of the Subsequent Financing Subscription Amount (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. . (b) At least five three (53) Business Trading Days (eight (8) hours in case of a Subsequent Financing structured as a public offering or as an “overnight” deal or other similar transaction) prior to the closing of the a Subsequent Financing, the Company shall deliver to each the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (each additional notice containing such additional noticedetails, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, the Purchaser for a Subsequent Financing Notice, and only upon such a request, the Company shall promptly, but no later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, the Participation Maximum of the Purchaser, and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest . (c) If the Purchaser desires to participate in such Subsequent Financing Financing, the Purchaser must provide written notice to the Company by not later than 5:30 p.m. within one (New York City time1) on Trading Day of receipt of the fifth Subsequent Financing Notice (5theight (8) hours in the event of a Subsequent Financing structured as a public offering or as an “overnight” deal or other similar transaction) Business Day after that the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the maximum amount of such Purchaser’s participationfor which the Purchaser would be willing to participate if it is allocated to it (up to the Participation Maximum), and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. . (New York City timed) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the any Subsequent Financing shall not include any term or provision whereby such the Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required hereunder. In addition, the transaction documents related to the Subsequent Financing shall not include any requirement to consent to any amendment to or termination of, or grant any waiver, release or other modification or the like under or in terms set forth in connection with, this Agreement, without the Subsequent Financing Notice. prior written consent of the Purchaser. (e) Notwithstanding anything to the contrary in this Section 4.15and 4.13 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth fifth (10th5h) Business Trading Day following delivery of the Subsequent Financing Notice. If by such tenth fifth (10th5th) Business Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingof its Subsidiaries. (f) Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance or to any issuance of “Permitted Indebtedness” (as defined under any of the Note).

Right of Participation. At (a) If the ROFR is not exercised, for so long as any time within of the 12 months subsequent to the ClosingNotes remain outstanding, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to its investment Pro Rata Portion (measured against all Purchasers) of a percentage of such Subsequent Financing, in the aggregate for all Purchasers, in an amount but not more than 25% equal to thirty-three percent (33%) in case of the any Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent FinancingFinancing (the “Right of Participation”). For the avoidance of doubt, the Right of Participation will not apply to the Initial Public Offering. (b) At least five three (53) Business Days (four (4) hours in case of a Subsequent Financing structured as a public offering or as an “overnight” or “intraday” deal or other similar transaction) prior to the closing of the a Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”)financing. Upon the request of a Purchaser, and only upon a request by such Purchaser, any Purchaser for a Subsequent Financing Notice, and only upon such a request, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, the Pro Rata Portion (as defined below) of the Participation Maximum of such Purchaser, an inquiry as to whether such Purchaser is willing to participate above their Pro Rata Portion (and what is the maximum amount such Purchaser is willing to commit), and shall include a term sheet or similar document relating thereto as an attachment. A In addition to such other remedies available to a Purchaser, in the event that the Company fails to provide the Pre Notice required by this Section 4.11(b), then each Purchaser shall be entitled to exercise its rights under Section 4.11 until sixty (60) days after the closing of the particular Subsequent Financing shall exclude Financing, and the Purchaser may deem the failure to give any equipment financing secured by a purchase money security interest notice required hereunder an Event of Default under any Note or Warrant. (c) If the any Purchaser desires to participate in such Subsequent Financing Financing, such Purchaser must provide written notice to the Company by not later than 5:30 p.m. within one (New York City time) on the fifth (5th1) Business Day after of receipt of the Purchaser has received Subsequent Financing Notice (two (2) hours in the Pre-Notice event of a Subsequent Financing structured as a public offering or as an “overnight” or “intraday” deal or other similar transaction) that such Purchaser is willing to participate in the Subsequent Financing, the maximum amount of for which such Purchaser’s participationPurchaser would be willing to participate if it is allocated to it (up to the Participation Maximum), and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses A Purchaser’s election not to a participate in any Subsequent Financing Notice from Purchaser seeking shall not waive such Purchaser’s rights to purchase more than the aggregate amount of the Participation Maximumparticipate in future Subsequent Financings. (d) At first, the each Purchaser shall first have the right to purchase its pro rata portion Pro Rata Portion (measured against Purchaser) of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again If some Purchasers have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject declined to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth participate in such Subsequent Financing Notice within thirty (30) Business Days after the date Financing, and some portion of the initial Subsequent Financing Notice. The Company and the Participation Maximum remains unallocated, each Purchaser agree that if the Purchaser elects having agreed to participate above its current allocation shall be allocated its Pro Rata Portion (measured against Purchaser having so agreed) of the next dollar – and so on and so forth until the Participation Maximum shall be fully allocated or Purchaser shall have been given their desired allocation in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the full. (e) The transaction documents related to the any Subsequent Financing applicable to any Purchaser participating in such Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required hereunder. In addition, the transaction documents related to the Subsequent Financing shall not include any requirement to consent to any amendment to or termination of, or grant any waiver, release or other modification or the like under or in terms set forth in connection with, this Agreement, without the Subsequent Financing Notice. prior written consent of the number of Purchaser required hereunder to consent to this amendment, termination, waiver, consent, release or other modification. (f) Notwithstanding anything to the contrary in this Section 4.15and 4.11 and unless otherwise agreed to by the applicable Purchaser, the Company shall either confirm in writing to the each Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, if the Company is then subject to the reporting requirements of the Exchange Act, in either case in such a manner such that the each Purchaser will not be in possession of any material, non-public information, by the tenth fifth (10th5th) Business Trading Day following delivery of the Subsequent Financing Notice. If by such tenth fifth (10th5th) Business Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries in addition to other remedies available to a Purchaser. In addition to such other remedies available to a Purchaser, in the event that the Company fails to provide the notice required by this Section 4.11(b), then each Purchaser shall be entitled to exercise its rights under Section 4.11 until thirty (30) days after the closing of the particular Subsequent FinancingFinancing and Purchaser may deem the failure to give any notice required hereunder an Event of Default under the Note or Warrant. (g) Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance.

Right of Participation. At any time within (a) Subject to Section 4.17 hereof (if applicable), from the 12 date hereof until the date that is twelve (12) months subsequent to after the Closingdate of Closing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Stock, Common Stock Equivalents for cash considerationor preferred stock, indebtedness Indebtedness or a combination of units thereof securities for cash consideration (a “Subsequent Financing”), the each Purchaser that purchases $1,000,000 or more of Securities in this Offering pursuant to this Agreement shall have the right to participate participate, on a pro rata basis, together with the other purchasers in the Offering that enter into this Agreement with the Company and are granted rights of participation, in up to its investment an amount but not more than 25of the Subsequent Financing equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least ; provided, however that sales of Common Stock pursuant to the Sales Agreement shall not be deemed to be a Subsequent Financing. (b) No later than five (5) Business Trading Days prior to the closing expected time of pricing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its the Company’s intention to effect a Subsequent Financing (a “Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no not later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The , which 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 and transaction documents relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the . (c) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. one (New York City time1) on Trading Day prior to the fifth expected time of pricing of the Subsequent Financing (5th) Business Day after the Purchaser has received “Notice Termination Time”), to the Pre-Notice effect that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Purchaser as of such fifth (5th) Business DayNotice Termination Time, the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. If participate in such Subsequent Financing. (d) If, by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-NoticeNotice Termination Time, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If . (e) If, by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after Notice Termination Time, notifications by the Purchaser has received Purchasers of their willingness to participate in the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking (or to purchase cause their designees to participate) is, in the aggregate, more than the aggregate total amount of the Participation MaximumSubsequent Financing, the then each Purchaser shall have the right to purchase its pro rata portion of such Subsequent Financing, such pro rata portion measured by reference to the Participation Maximum. ratio of the Subscription Amount of such Purchaser participating under this Section 4.16 relative to the Subscription Amounts of all Purchasers participating under this Section 4.16. (f) The Company must provide the Purchaser Purchasers with a second Subsequent Financing Notice, and the Purchaser Purchasers will again have the right of participation set forth above in this Section 4.15above, if the Subsequent Financing subject definitive agreement related to the initial Subsequent Financing Notice is not consummated entered into for any reason on the terms set forth in such Subsequent Financing Notice within thirty two (302) Business Days Trading Days, or the Subsequent Financing is not consummated within ten (10) Trading Days, in each case after the date of delivery of the initial Subsequent Financing Notice. . (g) The Company and the each Purchaser agree that that, if the any Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser shall be required to agree to any restrictions on trading as to any the securities of the Securities purchased hereunder Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth connection with, this Agreement, without the prior written consent of such Purchaser. In addition, the Company and each Purchaser agree that, in connection with a Subsequent Financing, the transaction documents related to the Subsequent Financing Notice. shall include a requirement for the Company to issue a widely disseminated press release by 9:30 am (New York City time) on the Trading Day of execution of the transaction documents in such Subsequent Financing (or, if the date of execution is not a Trading Day, on the immediately following Trading Day, or for an intra-day offering, by 9:30 am (New York City time) on the Trading Day immediately following the date of execution of the transaction documents in such Subsequent Financing) that discloses the material terms of the transactions contemplated by the transaction documents in such Subsequent Financing. (h) Notwithstanding anything to the contrary in this Section 4.15and herein and unless otherwise agreed to by the such Purchaser, the Company shall either confirm in writing to the such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the such Purchaser will not be in possession of any material, non-public information, by 9:30 am (New York City time) on the tenth second (10th2nd) Business Trading Day following date of delivery of the Subsequent Financing Notice. If by 9:30 am (New York City time) on such tenth second (10th2nd) Business Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the such Purchaser, such transaction shall be deemed to have been abandoned and the such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financingof its Subsidiaries.

Right of Participation. At any time within (a) From the 12 months subsequent to date hereof until the Closingdate that is the 24 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Stock, Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), the each Purchaser shall have the right to participate in up to its investment an amount but not more than 25% of the Subsequent Financing such that such Purchaser’s beneficial ownership of the Company (ignoring for such purpose an beneficial ownership caps) on a fully diluted, pro-forma, basis immediately following such Subsequent Financing would not be less than its beneficial ownership of the Company (ignoring for such purposes any beneficial ownership caps) immediately prior to such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance. (b) At least five (5) Business Trading Days prior to the closing of the Subsequent FinancingFinancing (two (2) Trading Days in case of an underwritten public offering), the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the . (c) Any Purchaser desires desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Trading Day (second (2nd) Trading Day in case of an underwritten public offering) after all of the Purchaser has Purchasers have received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the a Purchaser as of such fifth (5th) Business DayTrading Day (second (2nd) Trading Day in case of an underwritten public offering), the such Purchaser shall be deemed to have notified the Company that it does not elect to participate. . (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Business Trading Day (second (2nd) Trading Day in case of an underwritten public offering) after all of the Purchaser Purchasers have received the Pre-Notice, notifications by the Purchaser Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. . (New York City timee) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser Purchasers with a second Subsequent Financing Notice, and the Purchaser Purchasers will again have the right of participation set forth above in this Section 4.154.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Trading Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.