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 the For a period of 12 months subsequent to from the ClosingExecution of this Agreement or until such time a Senior Exchange is completed, upon any issuance by the Company will not, directly or indirectly, effect an offering of any shares of capital stock, convertible securities, rights, options, warrants or any other kind of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or securities in a combination of units thereof financing (a “Subsequent Financing”), unless in each case the Purchaser Company shall have have, in the right manner prescribed in this Section offered to participate sell to Consultant on the same terms and conditions as offered to the investors in up such Subsequent Financing an amount of such offered securities equal to its investment ten percent (10%) of the total amount but not more than 25% of the Subsequent Financing (the “Participation MaximumRight of Participation”) on ). For purposes of this Section, Consultant’s “Right of Participation” shall equal the same termsamount of the Subsequent Financing, conditions and price provided for inclusive of the Consultant’s acquisition of securities in the such Subsequent Financing. At least five (5) Business Days prior to the closing of the any proposed or Subsequent Financing, the Company shall deliver to each Purchaser Consultant a written notice of its proposal or intention to effect a Subsequent Financing (each such notice, a “Pre-Notice”), which Pre-Notice shall ask not contain any information other than: (i) a statement that the Purchaser if Company proposes or intends to effect a Subsequent Financing, and (ii) a statement informing Consultant that it wants is entitled to review the details of receive an Offer Notice (as defined below) with respect to such financing (such additional notice, a “Subsequent Financing Notice”)upon its written request. Upon the written request of a PurchaserConsultant within three (3) Business Days after the Company’s delivery to Consultant of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing NoticeConsultant, the Company shall promptly, but no later than one (1) Business Day after such request, deliver to Consultant an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of proceeds intended the Offered Securities to be raised thereunder and issued, sold or exchanged, (y) identify the Person or Persons through (if known) to which or with whom such Subsequent Financing is proposed which the Offered Securities are to be effected offered, issued, sold or exchanged and shall include (z) offer to issue and sell to or exchange with Consultant in accordance with the terms of the Offer an amount of such Offered Securities sufficient to fulfill Consultant’s Right of Participation. To accept an Offer, in whole or in part, Consultant must deliver 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. prior to the end of the fourth (New York City time) on the fifth (5th4th) Business Day after Consultant’s receipt of the Purchaser has received Offer Notice (the Pre-“Offer Period”), setting forth the portion of the Basic Amount that Consultant elects to purchase and, if Consultant shall elect to purchase all of its Basic Amount, any additional number, if any, that Consultant elects to purchase (the “Notice of Acceptance”); provided, however, that such Purchaser is willing the Company shall only be obligated under this Section to participate sell to the Consultant that number of Offered Securities included in a Notice of Acceptance up to the Basic Amount. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer (including a change in the Subsequent Financingnumber of Offered Securities) prior to the expiration of the Offer Period, the amount of such Purchaser’s participation, Company must deliver to Consultant a new Offer Notice and representing and warranting that such Purchaser has such funds ready, willing, and available for investment a new Offer Period shall expire on the from the Purchaser as of such fifth fourth (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 (5th4th) Business Day after Consultant’s receipt of such new Offer Notice. Any prior Notice of Acceptance shall be null and void upon receipt of the Purchaser have received new Offer Notice. Upon the Pre-Noticeclosing of the issuance, notifications by the Purchaser sale or exchange of their willingness to participate in the Subsequent Financing (all or to cause their designees to participate) is, in the aggregate, less than the total amount all of the Subsequent FinancingRefused Securities, then Consultant shall acquire from 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 NoticeCompany, and the Purchaser will again have Company shall issue to Consultant, the right number or amount of participation set forth above Offered Securities specified in this Section 4.15, if the Subsequent Financing its Notice of Acceptance. The purchase by Consultant of any Offered Securities is subject in all cases to the initial Subsequent Financing Notice is not consummated for any reason on preparation, execution and delivery by 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 Consultant of a separate purchase agreement relating to participate such Offered Securities reasonably satisfactory in the Subsequent Financing, the Company shall use form and substance to Consultant and 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 Financingcounsel.

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 Until twenty four (24) months following the Closing Date, the Subscribers hereunder shall be given not less than five (5) days prior written notice of any time within proposed sale (the 12 months subsequent to the Closing, upon any issuance “Offering Notice”) by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness other securities or a combination of units thereof equity linked debt obligations (a “Subsequent FinancingOther Offering”). Notwithstanding the foregoing, 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 at least five (5) Business Days days prior to the closing Company’s delivery of the Subsequent FinancingOffering Notice to the Subscribers, the Company shall deliver to each Purchaser a written notice of its intention “pre-notification” allowing the Subscribers to effect a Subsequent Financing elect to receive potential material non-public information (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 NoticeNotification”). Upon If the request of a PurchaserSubscribers elect to receive such material non-public information, and only upon a request by such Purchaserwhich, for a Subsequent Financing Noticethe avoidance of doubt, such information shall not be included or described in the Pre-Notification, the Company shall promptlydeliver the Offering Notice pursuant to the first sentence of this Section 2(g). If Subscribers elect to exercise their rights pursuant to this Section 2(g), but no later than one the Subscribers shall have the right during the ten (110) Business Day after such requestdays following receipt of the notice, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe purchase in reasonable detail the proposed terms aggregate up to all of such Subsequent Financingoffered Common Stock, debt or other securities in accordance with the terms and conditions set forth in the notice of sale, relative to each other in proportion to the amount of proceeds intended Units issued to be raised thereunder and them as of 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 attachmentClosing Date. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to Subscribers who participate in such Subsequent Financing must provide written notice Other Offering shall be entitled at their option 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 purchase, in proportion to participate in the Subsequent Financingeach other, the amount of such Purchaser’s participationOther Offering that could have been purchased by Subscribers who do not exercise their rights hereunder until up to the entire Other Offering is purchased by Subscribers. In the event such terms and conditions are modified during the notice period, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as Subscribers shall be given prompt notice 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 modification 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 during the five (5) days following the notice of modification to purchase its pro rata exercise such right. Notwithstanding anything herein to the contrary, to the extent that the Subscriber’s rights pursuant to any Other Offering would result in the Subscriber exceeding the Subscriber’s ownership limitations as set forth in any of the Securities, then the Subscriber shall not be entitled to participate in such Other Offering rights to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such adjustment to such extent) and the portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the such right of participation set forth above shall be held in this Section 4.15abeyance for the benefit of the Subscriber until such time, if ever, as its right thereto would not result in the Subsequent Financing subject to Subscriber exceeding the initial Subsequent Financing Notice is not consummated for any reason on maximum limitations of the terms Subscriber’s ownership, as set forth in such Subsequent Financing Notice within thirty (30) Business Days after Securities, at which time 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 Subscriber shall use its commercially reasonable efforts to ensure that the transaction documents related be granted such right to the Subsequent Financing shall not include any term or provision whereby same extent as if there had been no 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 Financinglimitation).

Right of Participation. At any time within For the 12 months subsequent to period ending on the Closingeighteen (18) 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 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 any time within From the 12 months subsequent to date hereof until the Closingdate that is the 24 month anniversary of the final Closing Date, 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 10% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for under the same documents, as are offered by the Company to other prospective investors. The Company shall notify the Purchaser in the Subsequent Financing. At least 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 9.5 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 Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have the right of participation (the “Right of Participation”), for a period of twelve months following the Business Combination, to act as joint book running manager with at least 30% of the economics for any time within the 12 months subsequent to the Closing, upon any issuance by and all future public equity offerings of the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash considerationsuccessor to the Company (each, indebtedness or a combination of units thereof (a “Subsequent FinancingSubject Transaction”), so long as the Purchaser Representative agrees to match the exact terms provided by the lead manager. The Right of Participation shall have also encompass the right to participate in time period leading 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, Business Combination while the Company is still a special purpose acquisition company. The Representative shall deliver be afforded the same terms of compensation in connection with its right as the lead manager and the Representative has to each Purchaser a written notice exactly match all the other terms being provided by the lead manager. The Company shall notify the Representative of its intention to effect pursue a Subsequent Financing (“Pre-Notice”)Subject Transaction, which Pre-Notice shall ask including the Purchaser if it wants material terms thereof, by providing written notice thereof by email or registered mail or overnight courier service addressed to review the details of such financing (such additional notice, a “Subsequent Financing Notice”)Representative. 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 Representative fails 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 exercise its Right 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) Subject Transaction within one Business Day following delivery of after receiving the Subsequent Financing Notice. If by such tenth (10th) Business Daywritten notice, then the Representative shall have no public disclosure regarding a transaction further claim or right with respect to the Subsequent Financing has been made, and no notice regarding Subject Transaction. If the abandonment Representative fails to exercise its Right 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 Participation with respect to any two Subject Transactions within one Business Day after receiving the applicable written notice, then the Representative shall have no further claim or right with respect to such Subject Transactions and all future and other Subject Transactions. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of Participation with respect to any Subject Transaction; provided that, pursuant to FINRA Rule 5110(f)(2)(F)(ii), the Representative shall not have more than one opportunity to waive or terminate the Right of Participation in consideration of any payment or fee. The terms and conditions of any such engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company's business, financial condition and prospects, approval of the Representative's internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. In addition, during the time period articulated in this Section 3.33, NBCF will have a Right of Participation to act as a co-manager for any and all future public equity offerings with future economic consideration to be negotiated at a later date between the Company or any Subsequent Financingand NBCF.

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 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 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 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 any time within the 12 months subsequent Subject to the Closingexceptions described below, upon any issuance by the Company or any of and its Subsidiaries shall not contract with any party for any (i) convertible securities (other than the Preferred Shares pursuant to this Agreement) that are convertible into or exchangeable for Common Stock at a price which may vary (including by way of debt one or more periodic adjustments to a fixed conversion price) with the market price of the Common Stock or shares of Common Stock Equivalents with an effective ultimate purchase price which may vary with the market price of the Common Stock after the issuance date of such shares of Common Stock (the formulation for cash considerationsuch variable price being herein referred to as, indebtedness the "VARIABLE PRICE"), (ii) shares of Common Stock issued at a price which is less than the Fixed Conversion Price (as defined in the Certificate of Designations) on the date immediately preceding the issuance date of such shares, or (iii) convertible securities (other than the Preferred Shares pursuant to this Agreement) that are convertible into or exchangeable for Common Stock at a price which is less than the Fixed Conversion Price on the date immediately preceding the issuance date of such convertible securities ("FUTURE OFFERINGS") during the period (the "RIGHT OF PARTICIPATION PERIOD") beginning on the date which is 184 days after the Closing Date and ending on and including December 31, 2000, unless it shall have first delivered to each Buyer or a combination of units thereof designee appointed by such Buyer written notice (a “Subsequent Financing”)the "PARTICIPATION OFFERING NOTICE") describing the proposed Future Offering, including the Purchaser shall have the right terms and conditions thereof, and providing each Buyer an option to participate in purchase up to its investment amount but not more than 25% Aggregate Participation Percentage (as defined below), as 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 date 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 delivery of the Participation MaximumOffering Notice, 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

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 For a period of twelve (12) months following the 12 months subsequent to Closing Date, each 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”), the Purchaser Purchasers shall have the aggregate right to participate in up to its investment amount but not more than 2535% of any offerings of equity securities or securities convertible into equity securities by the Company (such offering being a “Subsequent Financing (Offering”). The Purchasers acknowledge that any right of participation conferred by this Section 4.13 is subject to all pre-existing rights of participation, rights of first offer, rights of first refusal, and other pre-emptive rights that the “Participation Maximum”) on Company may have granted to other Purchasers, and the same terms, conditions Company represents and price provided for warrants that all of such rights have been disclosed in the Subsequent FinancingCompany’s SEC Filings. At least five (5) Business Days seven business days prior to the closing of the any Subsequent FinancingOffering, the Company shall deliver to each Purchaser a written Purchaser, notice of its intention to effect a (the “Subsequent Financing (“Pre-Offering Notice”), which Pre-Notice shall ask ) of the Purchaser if it wants to review the details of such financing (such additional notice, a “proposed or intended 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 PurchaserOffering. The Subsequent Financing Offering Notice shall (i) identify and describe the securities being offered in reasonable detail the proposed Subsequent Offering, (ii) describe the price and other terms of such Subsequent Financingupon which they are to be issued, sold, or exchanged, and (iii) set forth the amount of proceeds intended securities which are to be raised thereunder and issued, sold, or exchanged under the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include Offering. In the event that 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 wishes to participate in the Subsequent Offering, such Subsequent Financing must provide Purchaser shall deliver written notice to the Company by not later than 5:30 p.m. (New York City time) on of such Purchaser’s intention to participate within three business days of receipt of the fifth (5th) Business Day after Subsequent Offering Notice, and each of the Purchaser has received the Pre-Notice Purchasers acknowledge that such Purchaser is willing to it may participate in the Subsequent FinancingOffering only upon the same price and terms at which the Subsequent Offering is made available to other investors in such offering. If the Purchasers wish to purchase more than 35% of such offering in the aggregate, the amount amounts to be so purchased shall be cut back proportionately from all Purchasers who are seeking to purchase in excess of their respective its pro rata shares (based on the Purchasers’ respective ownership of Common Stock of the Company at the time) of such Purchaser’s participation, offering until the aggregate amount to be so purchased is equal to 35% of such offering. Any information set forth in a Subsequent Offering Notice and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the any discussions relating to or arising from the Purchaser as of such fifth (5th) Business Day, the Purchaser Subsequent Offering Notice 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 be information delivered as part of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms Offering Notice 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 therefore 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 provisions 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 Financing4.6 hereof.

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 during the period beginning on the date which is six months after the Closing Date and ending on and including the date which is one year after the Closing Date, the Company and its Subsidiaries shall not 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 ("Participation Offering"), indebtedness unless it shall have first delivered to each Buyer, or a combination designee appointed by such Buyer, a written notice (the "Participation Offering Notice") describing the proposed Participation Offering, including the size, terms and conditions thereof, and providing each Buyer an option to purchase up to its Aggregate Participation Percentage (as defined below) of units thereof (a “Subsequent Financing”the securities to be issued in such Participation Offering, as of the date of delivery of the Participation Offering Notice, in the Participation Offering on the same terms and conditions as set forth in the Participation Offering Notice. The limitations referred to in this sentence are collectively referred to as the "Participation Raising Limitations"). For purposes of this Section 4(g), "Aggregate Participating 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 principal amount of the Notes issued to such Buyer on the Closing Date by (ii) the aggregate principal amount of the Notes issued to all the Buyers on the Closing Date. A Buyer can exercise its option to participate in a Participation Offering by delivering written notice thereof to participate to the Company within ten (10) business days after receipt of a Participation Offering Notice, which notice shall state the quantity of securities being offered in the Participation Offering that such Buyer will purchase, up to its investment amount but not Aggregate Participating Percentage, and that number of securities it is willing to purchase in excess of its Aggregate Participating Percentage. In the event that one or more than 25% Buyers fail to elect to purchase up to each such Buyer's Aggregate Participating Percentage of the Subsequent Financing Participation Offering, then each Buyer which has indicated that it is willing to purchase a number of securities in such Participation Offering in excess of its Aggregate Participating 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 Participation 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 Participation Offering within the periods described in this Section 4(g), the Company shall deliver have 60 days thereafter to each Purchaser a written notice sell the securities of its intention the Participation 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 Participation 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 Participation 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 Notice60 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 Participation 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 with any entity whose primary business is not investing in or advising other entities, (iii) the proposed 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 Financingsecurities are not amended after the date hereof and (v) the grant of additional options or warrants, or the amount issuance of proceeds intended additional securities, under any Company stock option plan, restricted stock plan or stock purchase plan for the benefit of the Company's employees, officers or directors for services provided to the Company. The Buyers shall not 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 required 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 or exercise 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 any particular Participation 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 participation 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 Participation Offerings.

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) years 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 Conversion Shares and Warrant Shares purchased by it hereunder bears to the aggregate amount of Conversion Shares and Warrant Shares 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 of 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 Company or existing as of the right date of participation set forth above this Agreement or issued as an inducement to employment. Notwithstanding anything in this Section 4.15, if the Subsequent Financing subject 4.8 to the initial Subsequent Financing Notice is contrary, in the event the Board decides, in good faith, to enter into a transaction, not consummated primarily for any reason on equity financing purposes, and in which the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after 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 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 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 the For a period of 12 months subsequent to from the ClosingExecution of this Agreement or until such time a Senior Exchange Listing is completed, upon any issuance by the Company will not, directly or indirectly, effect an offering of any shares of capital stock, convertible securities, rights, options, warrants or any other kind of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or securities in a combination of units thereof financing (a “Subsequent Financing”), unless in each case the Purchaser Company shall have have, in the right manner prescribed in this Section offered to participate sell to Consultant on the same terms and conditions as offered to the investors in up such Subsequent Financing an amount of such offered securities equal to its investment twenty five percent (25%) of the total amount but not more than 25% of the Subsequent Financing (the “Participation MaximumRight of Participation”) on ). For purposes of this Section, Consultant’s “Right of Participation” shall equal the same termsamount of the Subsequent Financing, conditions and price provided for inclusive of the Consultant’s acquisition of securities in the such Subsequent Financing. At least five (5) Business Days prior to the closing of the any proposed or Subsequent Financing, the Company shall deliver to each Purchaser Consultant a written notice of its proposal or intention to effect a Subsequent Financing (each such notice, a “Pre-Notice”), which Pre-Notice shall ask not contain any information other than: (i) a statement that the Purchaser if Company proposes or intends to effect a Subsequent Financing, and (ii) a statement informing Consultant that it wants is entitled to review the details of receive an Offer Notice (as defined below) with respect to such financing (such additional notice, a “Subsequent Financing Notice”)upon its written request. Upon the written request of a PurchaserConsultant within three (3) Business Days after the Company’s delivery to Consultant of such Pre-Notice, and only upon a written request by such Purchaser, for a Subsequent Financing NoticeConsultant, the Company shall promptly, but no later than one (1) Business Day after such request, deliver to Consultant an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of proceeds intended the Offered Securities to be raised thereunder and issued, sold or exchanged, (y) identify the Person or Persons through (if known) to which or with whom such Subsequent Financing is proposed which the Offered Securities are to be effected offered, issued, sold or exchanged and shall include (z) offer to issue and sell to or exchange with Consultant in accordance with the terms of the Offer an amount of such Offered Securities sufficient to fulfill Consultant’s Right of Participation. To accept an Offer, in whole or in part, Consultant must deliver 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. prior to the end of the fourth (New York City time) on the fifth (5th4th) Business Day after Consultant’s receipt of the Purchaser has received Offer Notice (the Pre-“Offer Period”), setting forth the portion of the Basic Amount that Consultant elects to purchase and, if Consultant shall elect to purchase all of its Basic Amount, any additional number, if any, that Consultant elects to purchase (the “Notice of Acceptance”); provided, however, that such Purchaser is willing the Company shall only be obligated under this Section to participate sell to the Consultant that number of Offered Securities included in a Notice of Acceptance up to the Basic Amount. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer (including a change in the Subsequent Financingnumber of Offered Securities) prior to the expiration of the Offer Period, the amount of such Purchaser’s participation, Company must deliver to Consultant a new Offer Notice and representing and warranting that such Purchaser has such funds ready, willing, and available for investment a new Offer Period shall expire on the from the Purchaser as of such fifth fourth (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 (5th4th) Business Day after Consultant’s receipt of such new Offer Notice. Any prior Notice of Acceptance shall be null and void upon receipt of the Purchaser have received new Offer Notice. Upon the Pre-Noticeclosing of the issuance, notifications by the Purchaser sale or exchange of their willingness to participate in the Subsequent Financing (all or to cause their designees to participate) is, in the aggregate, less than the total amount all of the Subsequent FinancingRefused Securities, then Consultant shall acquire from 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 NoticeCompany, and the Purchaser will again have Company shall issue to Consultant, the right number or amount of participation set forth above Offered Securities specified in this Section 4.15, if the Subsequent Financing its Notice of Acceptance. The purchase by Consultant of any Offered Securities is subject in all cases to the initial Subsequent Financing Notice is not consummated for any reason on preparation, execution and delivery by 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 Consultant of a separate purchase agreement relating to participate such Offered Securities reasonably satisfactory in the Subsequent Financing, the Company shall use form and substance to Consultant and 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 Financingcounsel.

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) years after the date of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash considerationthis Agreement unless it shall have first delivered to each Purchaser and Prior Purchaser (each, indebtedness or a combination of units thereof (a an “Subsequent FinancingApplicable Investor”), the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing 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 Applicable Investor 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 E 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 E Notes and Prior Notes purchased by all Purchasers and Prior Purchasers hereunder and under the Prior Purchase Agreements, 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 Applicable Investor(s) the Company and such Applicable Investors 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 Applicable Investors concerning the proposed Future Offering, the Company shall deliver a new notice to each Purchaser a written notice Applicable Investor describing the amended terms and conditions of its intention to effect a Subsequent Financing the proposed Future Offering and each such Applicable Investor 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 do so without any Participation Right hereunder. The parties acknowledge and agree that any Prior Purchaser that executes the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser waiver and agreement described in Section 2.2(a)(ix) shall be required to agree to any restrictions on trading as to any made a beneficiary 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 4.7 as if such Prior 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 executed this Agreement for 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 Financingpurpose.

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 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 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 NYSE American, 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 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”), if 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”), each of the Purchaser Purchasers shall have the right right, but not the obligation, to participate in each such Future Offering in an amount up to its investment amount but not more than 25an aggregate of 50% of the Subsequent Financing Offered Securities (the “Participation MaximumRight”) on ). In the same termsevent that less than all of the Purchasers exercise their Participation Right in connection with any Future Offering, the portion of Offered Securities available to be purchased by those Purchasers that do not exercise their Participation Right shall be made available for purchase by those Purchasers who have exercised their Participation Right, such that participating Purchasers may purchase up to the full 50% of the Offered Securities subject to the Purchasers’ Participation Right. The Participation Right shall not apply to any Exempt Issuances. In connection with each Participation Right, the Company shall provide written notice to the Purchasers of the terms and conditions and price provided for in of the Subsequent Financing. At Future Financing at least five seven (57) Business Days prior to the anticipated first closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent such Future Financing (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 Notice”). Upon If a Purchaser shall elect to exercise its Participation Right, such Purchaser shall notify the request Company, in writing, of such election within three (3) Business Days after receipt of the Financing Notice (the “Participation Notice”). In the event the Purchaser does not return a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, Participation Notice to the Company shall promptly, but no later than one within such three (13) Business Day after period, the Participation Right granted hereunder shall terminate and be of no further force and effect; provided, however, that such request, deliver a Subsequent Participation Right shall be reinstated in respect of the Future Offering in connection with which such Financing Notice to such Purchaser. The Subsequent was delivered if the anticipated closing referenced in the 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 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 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 any time within the 12 months subsequent Subject to the Closingterms and conditions specified in this Section, upon so long as the Note is outstanding, the Purchaser shall have a right to participate with respect to any issuance by the Company of any equity or any of its Subsidiaries of equity-linked securities or debt which is convertible into equity or Common Stock in which there is an equity component (as the case may be, “Additional Securities”) in a financing or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof capital raising transaction (a “Subsequent FinancingIssuance Transaction”), on the same terms and conditions as offered by the Company to the other purchasers of such Additional Securities. Each time the Company proposes to offer any Additional Securities, the Company shall also offer such Additional Securities to the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing by delivering a written notice (the “Participation MaximumIssuance Notice”) on to the same terms, conditions and price provided for in the Subsequent Financing. At Purchaser at least five (5) Business Days days prior to the closing of the Subsequent Financingany Issuance Transaction, 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 stating 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 conditions of such offer and the Persons set forth in the Subsequent Financing Noticeanticipated closing date of such sale. If by 5:30 p.m. By written notification delivered within two (New York City time2) 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 receipt of the Participation MaximumIssuance Notice, the Purchaser shall have the right to purchase up to such amount of Additional Securities which have a purchase price therefore equal to the then outstanding principal amount due under the Note, for the same consideration and on the same terms and conditions offered by the Company to such other purchasers. The Purchaser shall have the right, at its pro rata option, to pay the purchase price for the Additional Securities by exchanging such portion of the Participation Maximumoutstanding principal amount of the Note (together with any accrued and unpaid interest thereon) as is equal to the purchase price of the Additional Securities so elected to be purchased by the Purchaser. The If the Company must provide does not consummate the sale of such Additional Securities within 30-days following deliver of the Issuance Notice, the right provided hereunder shall be deemed to be revived and such Additional Securities shall not be offered or sold unless the participation set forth herein is again first reoffered to the Purchaser with a second Subsequent Financing Noticein accordance herewith. Notwithstanding anything contained herein, and the Purchaser will again shall not have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to purchase Additional Securities hereunder to the initial Subsequent Financing Notice is not consummated for any reason on extent same would cause the Purchaser to exceed its Beneficial Ownership Limitation, provided that to the extent such Additional Securities constitute Convertible Securities or Options, such Additional Securities shall have inserted into 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 thereof a beneficial ownership limitation similar to 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 FinancingNote.

Right of Participation. At any time within If the 12 months subsequent Corporation authorizes or creates a new class or series of capital stock and proposes to issue such capital stock (which for the Closingavoidance of doubt, upon any issuance by shall not include additional shares of its current outstanding class of common stock in a capital-raising transaction) (a "New Stock Offering"), then the Company Corporation shall provide as much advance notice as reasonably practicable (without jeopardizing the Corporation's ability to reasonably conduct the offering on advantageous terms, but in no event less than ten business days) to Investor of such issuance, which notice shall include the proposed amount of shares to be offered, the material terms of such shares and the price at which shares shall be offered (the "Stock Offering Notice"), so as to enable Investor the opportunity to purchase all or any portion of its Subsidiaries of such securities in connection with such issuance. If the Corporation proposes to issue debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or securities (other than bank debt) in a combination of units thereof capital raising transaction (a “Subsequent Financing”"New Debt Offering"), the Purchaser Corporation shall have provide as much advance notice as reasonably practicable (without jeopardizing the right Corporation's ability to reasonably conduct the offering on advantageous terms, but in no event less than three (3) business days) to Investor of such issuance, which notice shall include the proposed amount of debt securities to be offered and the proposed material terms of such debt securities (the "Debt Offering Notice"), so as to enable Investor the opportunity to purchase all or any portion of such debt securities in connection with such issuance. Investor may exercise the foregoing rights by delivering a notice of such exercise (the "Notice of Exercise") to the Corporation within two business days after the time notice of the New Stock Offering or the New Debt Offering is given to Investor by the Corporation. Such Notice of Exercise shall state the number of shares of capital stock or amount of debt securities, as the case may be, that Investor desires to purchase in such offering. Subject to the following provisions, the Corporation shall issue to Investor in such offering such number of shares of capital stock or amount of debt securities, as the case may be, to the Investor as specified in such Notice of Exercise. It is hereby understood that, pursuant to the Subscription Agreement, dated March 31, 2003, between the Corporation and Century Capital Partners III, L.P. ( "Century"), the Corporation has granted rights to Century to participate in up New Stock Offerings and New Debt Offerings, and the Corporation is obligated to its investment amount but not more than 25% of the Subsequent Financing (the “Participation Maximum”) offer such securities to Century on the same termsbasis as offered to Investor. In the event that Century and Investor deliver Notices of Exercise that would collectively obligate the Corporation to issue more capital stock or debt securities, conditions and price provided for in as the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financingcase may be, 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 Stock Offering Notice or Debt Offering Notice. If by 5:30 p.m. , as the case may be (New York City timethe "Maximum Offering Size"), then (i) the Corporation shall not be obligated to issue more capital stock or debt securities than the Maximum Offering Size and (ii) the shares of capital stock or the amount of debt securities, as the case may be, shall be allocated pro rata among Century on the fifth one hand and Investor on the other hand on the basis of the number of Shares owned by each of them (5thownership of Common Stock into which Shares were converted shall not be considered for purposes of determining such number of Shares) Business Day after until such time as (A) a party is allocated the Purchaser has received the Pre-Noticeamount of capital stock or debt securities specified in its Notice of Exercise, in which case, the Company receives responses remaining unallocated capital stock or debt securities that comprise the Maximum Offering Size will be allocated to the other party or (B) if clause (A) does not apply, the entire Maximum Offering Size is allocated among the parties. The Corporation's obligations in this section shall remain in effect as long as Investor holds, directly or indirectly, 30% or more of the originally issued Shares (and ownership of Common Stock into which such Shares were converted shall not be considered for purposes of such calculation). The rights set forth in this section shall only apply to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount successor of the Participation MaximumInvestor, the Purchaser shall have the right to purchase its pro rata or a purchaser or other owner of a portion of Investor's Shares, if at the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Noticetime of such successor's, owner's, or purchaser's acquisition, Investor, directly or indirectly, disposed of, and the Purchaser will again have the right of participation set forth above in this Section 4.15successor, 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 owner or purchaser, acquired, all 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 then remaining Shares held by Investor directly 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 Financingindirectly."

Right of Participation. At any time within For five (5) years from the 12 months subsequent to date hereof or for the Closing, upon any issuance by period during which the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash considerationhas provided Project Notices (defined below) to six (6) rights to participate, indebtedness or a combination of units thereof (a “Subsequent Financing”)as further described, whichever is longer, the Purchaser shall have the right to participate in up to its investment amount but not more than 25% the external financing of Company’s projects in which the Subsequent Financing Company shall develop, improve or otherwise use the High Efficiency Biological Treatment (“HEBioT”) technology (the “Participation MaximumTechnology”) on licensed from Entsorgafin to AVWC (a “Covered Project”) in an amount pari passu with the same terms, conditions and price provided for other Purchasers in this Offering up to twenty percent (20%) of the aggregate of the Company’s investment in the Subsequent FinancingCovered Project. At least five The right to participate, is a right to participate in the equity portion of a Covered Project that the Company anticipates (5i) Business Days prior the construction and other tangible based costs will be financed through a construction or project type financing, (ii) will require an amount of “owner’s equity” or “Equity Portion” in the overall project to consummate construction or project type financing, and (iii) it will be seeking external financing to fund the Equity Portion of a Covered Project. The Company shall give a notice to the closing Purchaser, no sooner than having received final approvals as required for the construction and operation of a Covered Project or having incurred at least $1,000,000 in initial development related costs and no later than having negotiated the level of Equity Portion required by the anticipated lender for such Covered Project, via facsimile or email that it has agreed to terms for a Covered Project and a description 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 terms of such financing Covered Project (such additional notice, a the “Subsequent Financing Project Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company The Purchaser shall promptly, but no later than one have ten (110) Business Day days after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms receipt 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 Project Notice that the Purchaser desires intends to exercise its right 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, a Covered Project and 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 Project 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. 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 Financinga Covered Project, the Company and any and participating Purchasers shall use its commercially reasonable efforts to ensure that the transaction documents related form a special purpose entity, on terms agreeable to the Subsequent Financing Company and the Purchasers, for the purpose of investing in such Covered Project. Under no circumstances shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading the right of participation described herein expire earlier than 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, above and the Company shall either confirm in writing not undertake any act, or enter into any transaction, that would directly or indirectly impair such right of participation prior 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 Financingagreed expiration date.

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) years after the date of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash considerationthis Agreement unless it shall have first delivered to each Purchaser and Prior Purchaser (each, indebtedness or a combination of units thereof (a an “Subsequent FinancingApplicable Investor”), the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing 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 Applicable Investor 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 D 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 D Notes and Prior Notes purchased by all Purchasers and Prior Purchasers hereunder and under the Prior Purchase Agreements, 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 Applicable Investor(s) the Company and such Applicable Investors 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 Applicable Investors concerning the proposed Future Offering, the Company shall deliver a new notice to each Purchaser a written notice Applicable Investor describing the amended terms and conditions of its intention to effect a Subsequent Financing the proposed Future Offering and each such Applicable Investor 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 do so without any Participation Right hereunder. The parties acknowledge and agree that any Prior Purchaser that executes the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser waiver and agreement described in Section 2.2(a)(ix) shall be required to agree to any restrictions on trading as to any made a beneficiary 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 4.7 as if such Prior 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 executed this Agreement for 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 Financingpurpose.

Right of Participation. At If the Partnership proposes to issue any time within Units or debt securities of the 12 months subsequent to Partnership 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 (a “Subsequent Financing”Effective Date other than those Units described in Section 4.1(e), the Purchaser General Partner shall have the right give written notice to participate in up to its investment amount but not more than 25% of the Subsequent Financing each Limited Partner at least thirty (the “Participation Maximum”30) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days days prior to the proposed issuance ("Participation Notice"). The Participation Notice shall specify the type and number of Units or debt securities the Partnership proposes to sell along with the price, terms and closing date of such proposed sale. Each Limited Partner must notify the General Partner in writing within fifteen (15) days of the Subsequent Financingreceipt (as set forth in Section 13.1 hereof) of the Participation Notice whether such Limited Partner shall accept the offer to purchase a portion of the Units or debt securities, such portion to be as set forth below, on the terms and at the price stipulated in the Participation Notice. If no response has been received by the General Partner from a Limited Partner at such time, 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 Limited Partner shall be deemed to have notified refused the Company that it does not elect offer. The maximum number of Units or debt securities a Limited Partner electing to participate shall be eligible to purchase shall be equal to the total number of Units or debt securities offered multiplied by a fraction (i) the numerator of which is the number of Units then owned by such Limited Partner, and (ii) the denominator of which is the total number of Units then owned by all Limited Partners electing to participate. If The notice given by 5:30 p.m. the Limited Partner must state the number of Units or debt securities the Limited Partner desires to purchase; provided, however, that the notice may indicate that the Limited Partner desires to purchase a greater percentage of the proposed offering than may be allocated to such Limited Partner in the event another Limited Partner fails to accept the entire amount of such other Limited Partner's allocation, such other Limited Partner's allocation being the "Nonparticipation Units." The closing of the proposed sale to the Limited Partners and to the third party (New York City timeif the Limited Partners do not accept the entire proposed offering) shall be 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 closing date and on the terms and with the Persons set forth conditions stipulated in the Subsequent Financing Participation 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 proposed sale is not consummated for any reason completed on the such terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after six months from the date of the initial Subsequent Financing Participation 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 Partnership may not include any term issue Units or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any debt securities 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 Partnership without again complying with 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 Financing4.8.

Right of Participation. At any time within The Purchaser shall have the 12 months subsequent option and right to participate in the ClosingCompany’s next offering and sale (if any), upon any issuance by the Company or any solely for cash consideration, 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 MaximumNext Offering”) at the same purchase price and on the same termsterms and conditions, conditions and under the same documents, as are offered by the Company to other prospective investors, for an aggregate purchase price provided for of up to $3,000,000 (or such lesser amount as the Company may determine to offer to all purchasers in the Subsequent FinancingNext Offering) (the “Purchaser Allotment”). At least 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, Next Offering (which date shall be specified in such notice) (the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-NoticeProposed Closing Date”), which Pre-Notice notice shall ask be accompanied by all agreements and other documents to be delivered to or signed by other prospective investors in the Purchaser if it wants to review Next Offering (the details of such financing (such additional notice, a “Subsequent Financing NoticeNext Offering Documents”). 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 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 (purchase all 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 any portion of the Participation Maximum. The Purchaser Allotment, it shall so notify the Company must provide in writing not less than two (2) Business days prior to the Proposed Closing Date of the portion of 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 Allotment the Purchaser elects to participate purchase, and shall execute all Next Offering 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 Next Offering Documents to the Company (or as otherwise specified in the Subsequent FinancingNext Offering Documents) on or prior to the Proposed Closing Date (or such later date as the Company may agree in writing). (For avoidance of doubt, 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 Allotment described in this Section 4.15and unless otherwise agreed 4.13 does not add to by or increase the PurchaserPurchaser Allotment amount set forth and established in the previous Securities Purchase Agreement dated December 1, 2020 between 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 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 months subsequent Subject to the Closingexceptions described below, upon each of the Company and its Subsidiaries agrees that during the period beginning on the date hereof and ending on and including the date which is 365 days after the Closing Date, neither the Company nor its Subsidiaries will 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 or exercisable for equity securities of its Subsidiaries of the Company or any Subsidiary (including debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness securities with an equity component) in any form (a "Future Offering") 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 buyer and 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 (a “Subsequent Financing”the limitations referred to in this and the preceding sentence are collectively referred to as the "Capital Raising Limitations"). For purposes of this Section 4(l)(i), "Aggregate Percentage" shall mean 50% of the Purchaser shall have percentage obtained by dividing (x) the right aggregate number of Preferred Shares initially issued to such Buyer by (y) the aggregate number of Preferred Shares initially issued to all the Buyers. A Buyer 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. within ten (New York City time) on the fifth (5th10) Business Day Days after receipt of a Future Offering Notice, which notice shall state the Purchaser has received quantity of securities being offered in the Pre-Notice Future Offering that such Purchaser Buyer will purchase, up to its Aggregate Percentage, and that number of securities it is willing to participate purchase in excess of its Aggregate Percentage. In the Subsequent Financingevent that one or more Buyers fail to elect to purchase up to each such Buyer's Aggregate Percentage, the amount then each Buyer which has indicated that it is willing to purchase a number of securities in 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 Future Offering in excess of such fifth (5th) Business Day, the Purchaser its Aggregate Percentage 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 entitled to purchase its pro rata portion (determined in the same manner as described in the preceding second sentence) of 50% of the Participation Maximumsecurities in the Future Offering which one or more of the Buyers have not elected to purchase. The Company must provide In the Purchaser with a second Subsequent Financing Notice, and event the Purchaser will again have Buyers fail to elect to fully participate in the right of participation set forth above Future Offering within the periods described 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 Financing4(l)(i), the Company shall use its commercially reasonable efforts have 45 days thereafter to ensure sell the securities in the Future Offering that the transaction documents related Buyers did not elect to purchase, upon terms and conditions, no more favorable to the Subsequent Financing shall purchasers thereof than specified in the Future Offering Notice. In the event the Company has not include any term or provision whereby sold such Purchaser shall be required to agree to any restrictions on trading as to any securities 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 PurchaserFuture Offering within such 45 day period, the Company shall either confirm in writing not thereafter issue or sell such securities without first offering such securities to the Purchaser that Buyers in the manner provided in this Section 4(l)(i). The Capital Raising Limitations shall not apply to (1) a loan from a commercial bank which does not have any equity feature, (2) 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, (3) the issuance of Common Stock in a firm commitment, underwritten public offering, (4) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof and (5) 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 or directors. The Buyers shall not be required to participate or exercise their right of participation 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 participation 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 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 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 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 (a) For a period as long as any time within the 12 months subsequent to the ClosingConvertible Debenture is outstanding, upon any issuance by the Company covenants and agrees to promptly notify in writing (a “Rights Notice”) the Purchasers who are in possession of outstanding Convertible Debenture(s) ( the “Eligible Purchaser(s)”) of the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof third party (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 termsCommon Stock or any equity securities convertible, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days exercisable or exchangeable into Common Stock; provided, however, prior to the closing of the Subsequent Financingdelivering to each Eligible Purchaser a Rights Notice, the Company shall first deliver to each Eligible Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”)) within three (3) Business Days of receiving an applicable offer, which Pre-Notice shall ask the such Eligible Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”)financing. Upon the request of a an Eligible Purchaser, and only upon a request by such Purchaser, for Eligible Purchaser within three (3) Business Days of receipt of a Subsequent Financing Pre-Notice, the Company shall promptly, but no later than one two (12) Business Day Days after such request, deliver a Subsequent Financing Rights Notice to such Eligible Purchaser. The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing (if known), the proposed closing date of the Subsequent Financing, which shall be no earlier than ten (10) Business Days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall describe provide each Eligible Purchaser an option (the “Rights Option”) during the five (5) Business Days following delivery of the Rights Notice (the “Option Period”) to inform the Company whether such Eligible Purchaser will purchase up to its pro rata portion of all or a portion of the securities being offered in reasonable detail such Subsequent Financing on the proposed same, absolute terms and conditions as contemplated by such Subsequent Financing, provided that, the amount of such purchase shall not exceed such Purchaser’s Purchase Price hereunder except as allowed by the following sentence. If any Eligible Purchaser elects not to participate in such Subsequent Financing, the amount other Eligible Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total Purchase Price hereunder. For purposes of proceeds intended this Section, all references 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 “pro rata” means, for any equipment financing secured by a purchase money security interest If the Purchaser desires electing 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 percentage obtained by dividing (x) the face value of the then outstanding Convertible Debentures held by each Eligible Purchaser by (y) the dollar 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 proceeds raised in the Subsequent Financing (so long as the combined participation in aggregate does not exceed the total subsequent financing amount. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or to cause their designees to participate) is, otherwise except for those disclosed in the aggregateRights Notice, less than the total amount of the to provide additional compensation to any party participating in any proposed Subsequent Financing, then including, but not limited to, additional compensation based on changes in the Purchase Price or any type of reset or adjustment of a purchase or conversion price or to issue additional securities at any time after the closing date of a Subsequent Financing. If the Company may effect does not receive notice of exercise of the remaining portion Rights Option from any or all of such Subsequent Financing on Eligible Purchasers within 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-NoticeOption Period, 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 close 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 scheduled closing 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 Rights Notice (or within sixty (60) days thereafter) without the participation of any or all of such Purchasers; provided that, all of the material terms and conditions of the closing are the same as those provided 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 Purchasers 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 Rights Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the closing of the proposed Subsequent Financing has been madedoes not occur on the scheduled closing date set forth in the Rights Notice (or within sixty (60) days thereafter), and no notice regarding any closing of the abandonment of such transaction has been received by the Purchaser, such transaction contemplated Subsequent Financing or any other Subsequent Financing shall be deemed subject to have been abandoned and all of the Purchaser provisions of this Section 3.12(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.12(a) shall not be deemed apply to be issuances of securities in possession of any material, non-public information with respect to the Company or any Subsequent a Permitted Financing.