Common use of Subsequent Financings Clause in Contracts

Subsequent Financings. (a) So long as the Notes remain outstanding, during the period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") each Purchaser of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). 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, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar 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 provide each Purchaser an option (the "Rights Option") during the fifteen (15) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent Financing. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a) shall not apply to issuances of securities in a Permitted Financing (as defined below).

Subsequent Financings. In the event that prior to the one year anniversary of the Closing Date, the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (aeach, a “Subsequent Financing”), the Subscriber shall have the right to participate in each such Subsequent Financing in an amount necessary to maintain the Subscriber’s pro-rata ownership of the Company (calculated on a fully-diluted basis) So long as on the Notes remain outstandingsame terms, during conditions and price provided for in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the Final Closing Date date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is twenty-four (24) months following the Final Closing Date, the Company covenants and agrees to promptly notify (in no event later than five (5) trading days after making or receiving an applicable offer) prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in writing the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a "Rights Notice") each Purchaser of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"“Nonparticipating Subscriber”), of the Subscribers in the Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). The Offering who have elected to exercise their Participation Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar 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 provide each Purchaser an option (the "Rights Option") during the fifteen (15) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered full in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser (each a “Participating Subscriber”) shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not right to participate in such Subsequent Financing, the other Purchasers may participate on a pro-pro rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent Financing. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. 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 otherwise except for those disclosed in the Rights Noticebasis, to the extent of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide additional compensation each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading days prior to any party participating in any proposed Subsequent Financing, 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 Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on the date the Over Subscription Notice is received by the Subscriber and ending on the date that is two (2) trading days prior to the closing of a Subsequent Financing. Notwithstanding the foregoing, in the event the Company does not receive notice determines in its reasonable discretion that the exercise by a Subscriber of exercise his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of the any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights Option from the Purchasers within the Option Periodand/or Over Subscription Rights, as applicable. “Excluded Issuances” shall mean (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company shall have or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the right Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to close the Subsequent Financing on terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the scheduled closing date Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a third party; provided that all of merger, acquisition, or consolidation involving the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a) shall not apply to issuances of securities in a Permitted Financing (as defined below)Company.

Subsequent Financings. (a) So long as Other than in connection with an Exempt Issuance (defined below), for the Notes remain outstanding, during the one-year period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date, the Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of securities of the Company covenants and agrees (each such financing, a “Subsequent Financing”). At least 15 days prior to promptly notify (in no event later than five (5) days after the making or receiving accepting of an applicable offer) in writing (offer for a "Rights Notice") each Purchaser of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing and investment amounts the details of all investors participating such Subsequent Financing (a “Subsequent Financing Notice”). 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 (as defined in Section 3.13) with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto, if any exists. If the Purchaser elects to participate in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar 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 provide each Purchaser an option (the "Rights Option") during the fifteen (15) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on shall be as mutually agreed between the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered parties participating in such Subsequent Financing. If any by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company of its election to participate or elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed an amount that is less than the total amount of the Subsequent Financing. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. Delivery of any Rights Notice constitutes a representation and warranty by then the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in may effect the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the Purchase Price or any type remaining portion 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the such Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of with the closing are the same as those provided to the Purchasers Persons set forth in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a), including, without limitation, the delivery of a new Rights Notice. The provisions 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 3.19(a) shall 1.6(a), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not apply to issuances consummated for any reason on the terms set forth in such Subsequent Financing Notice within 90 days after the date of securities in a Permitted the initial Subsequent Financing (as defined below)Notice.

Subsequent Financings. (a) So long as Other than in connection with a Permitted Financing (defined below), for the Notes remain outstanding, during the twelve-month period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date, the Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of securities of the Company covenants and agrees (each such financing, a “Subsequent Financing”). At least 10 days prior to promptly notify (in no event later than five (5) days after the making or receiving accepting of an applicable offer) in writing (offer for a "Rights Notice") each Purchaser of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing and investment amounts the details of all investors participating such Subsequent Financing (a “Subsequent Financing Notice”). 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 with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto, if any exists. If the Purchaser elects to participate in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar 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 provide each Purchaser an option (the "Rights Option") during the fifteen (15) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on shall be as mutually agreed between the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered parties participating in such Subsequent Financing. If any by 6:30 p.m. (Eastern Time) on the tenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company of its election to participate or elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed an amount that is less than the total amount of the Subsequent Financing. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. Delivery of any Rights Notice constitutes a representation and warranty by then the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in may effect the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the Purchase Price or any type remaining portion 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the such Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of with the closing are the same as those provided to the Purchasers Persons set forth in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a), including, without limitation, the delivery of a new Rights Notice. The provisions 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 3.19(a) shall 1.5(a), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not apply to issuances consummated for any reason on the terms set forth in such Subsequent Financing Notice within 90 days after the date of securities in a Permitted the initial Subsequent Financing (as defined below)Notice.

Subsequent Financings. (a) So For a period of one (1) year following the Closing Date so long as the Notes remain outstanding, during the period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "“Rights Notice"”) each Purchaser the Purchasers of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "“Subsequent Financing"”), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "“Financing Securities"”). 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, the proposed closing date of the Subsequent Financing, which shall be within thirty twenty (3020) calendar 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 provide each Purchaser an option (the "“Rights Option"”) during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent FinancingPurchase Price hereunder. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are substantially the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.22(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.22(a) shall not apply to issuances of securities in a Permitted Financing (as defined below).Financing. Page20

Subsequent Financings. (a) So long as In addition to, and notwithstanding Section 3.19, for a period of one (1) year following the Notes remain outstanding, during the period commencing on the Final Closing Date and ending on (which one-year period shall extend for each day that the date that Registration Statement (as defined in the Registration Rights Agreement) is twenty-four (24) months following not effective as required under the Final Closing DateRegistration Rights Agreement), the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") each Purchaser the Purchasers of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "“Subsequent Financing"”), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). 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, the proposed closing date of the Subsequent Financing, which shall be within thirty twenty (3020) calendar 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 provide each Purchaser an option (the "“Rights Option"”) during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed up to the total amount of the Subsequent FinancingFinancing amount. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each the Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each the Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.20(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.20(a) shall not apply to issuances of securities in a Permitted Financing (as defined below)Financing.

Subsequent Financings. (a) So For so long as the Notes remain outstanding, during the period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "“Rights Notice"”) each Purchaser the Purchasers of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "“Subsequent Financing"”), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "“Financing Securities"”). 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, the proposed closing date of the Subsequent Financing, which shall be within thirty twenty (3020) calendar 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 provide each Purchaser an option (the "“Rights Option"”) during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser will purchase securities in such Subsequent Financing equal to up to 50% of the Purchase Price paid by such Purchaser hereunder, up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent FinancingPurchase Price hereunder. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each the Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each the Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are substantially the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.22(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a) shall not apply to issuances of securities in a Permitted Financing (as defined below)or with respect to any Purchaser that holds less than 10% of the Notes issued to it upon the Closing.

Subsequent Financings. (a) So long as the Notes remain outstanding, during the For a period commencing on the Final Closing Date and ending on the date that is twenty-four of two (242) months years following the Final Closing Dateeffective date of the initial Registration Statement (as defined in the Registration Rights Agreement), the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "“Rights Notice"”) each Purchaser holder of Preferred Shares (each, a “Preferred Stockholder” and collectively the “Preferred Stockholders”) of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "“Subsequent Financing"”), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock; provided, including convertible debt securities (collectivelyhowever, prior to delivering to each Preferred Stockholder a Rights Notice, the "Company shall first deliver to each Preferred Stockholder a written notice of its intention to effect a Subsequent Financing Securities")(“Pre-Notice”) within three (3) Trading Days of receiving an applicable offer, which Pre-Notice shall ask such Preferred Stockholder if it wants to review the details of such financing. Upon the request of a Preferred Stockholder, and only upon a request by such Preferred Stockholder within three (3) Trading Days of receipt of a Pre-Notice, the Company shall promptly, but no later than two (2) Trading Days after such request, deliver a Rights Notice to such Preferred Stockholder. The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent FinancingFinancing (if known), the proposed closing date of the Subsequent Financing, which shall be within thirty no earlier than ten (3010) calendar days Trading 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 provide each Purchaser Preferred Stockholder an option (the "“Rights Option"”) during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser Preferred Stockholder will purchase up to its pro rata portion of the amount all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser , provided the amount of such purchase shall have an additional five (5) Trading Days to fund not exceed the purchase Purchase Price hereunder of the securities being offered in Preferred Shares held by such Subsequent FinancingPreferred Stockholder except as allowed by the following sentence. If any Purchaser Preferred Stockholder elects not to participate in such Subsequent Financing, the other Purchasers Preferred Stockholders may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent FinancingPurchase Price hereunder. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser Preferred Stockholder electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount number of the Notes purchased Preferred Shares held by such Purchaser Preferred Stockholder at each the Closing by (y) the total principal amount number of all of the Notes purchased by all of the participating Purchasers at each ClosingPreferred Shares issued hereunder. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers Preferred Stockholder within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided provided, that all of the material terms and conditions of the closing are the same as those provided to the Purchasers Preferred Stockholder in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.21(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.21(a) shall not apply to issuances of securities in a Permitted Financing (as defined below)Financing.

Subsequent Financings. (a) So long as At any time after the Notes remain outstanding, during the period commencing on the Final First Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Dateso long as any Note issued under this Agreement remains outstanding, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "“Rights Notice"”) the holders of outstanding Notes (each Purchaser a “Rights Holder”) of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing")party, of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities securities, or any debt instrument (collectively, the "Financing Securities"a “Subsequent Financing”). 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, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) 20 calendar 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 provide each Purchaser Rights Holder an option (the "“Rights Option"”) during the fifteen (15) 10 Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser Rights Holder will purchase securities in such Subsequent Financing equal to up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on the same, absolute same terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser Rights Holder elects not to participate in such Subsequent Financing, the other Purchasers Rights Holder may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent FinancingPurchase Price hereunder. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser Rights Holder electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser Rights Holder at each the First Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each the First Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers Rights Holders within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are substantially the same as those provided to the Purchasers Rights Holders in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.15(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.15(a) shall not apply only to issuances of securities in the first Subsequent Financing following the First Closing Date, other than a Permitted Financing under clauses (as defined below1), (2), (4) or (5) of Section 3.15(b).

Subsequent Financings. (a) So long as the Notes remain outstanding, during the For a period commencing on the Final Closing Date and ending on the date that is twenty-four of one (241) months year following the Final Closing Dateeffective date of the Registration Statement (as defined in the Registration Rights Agreement), the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") each Purchaser the Purchasers of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). 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, the proposed closing date of the Subsequent Financing, which shall be within thirty no earlier than ten (3010) calendar days Trading 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 therewiththereof. The Rights Notice shall provide each Purchaser an option (the "Rights Option") during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent Financingbasis. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount number of the Notes Preferred Shares purchased by such Purchaser at each the Closing by (y) the total principal amount number of all of the Notes Preferred Shares purchased by all of the participating Purchasers at each the Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the any or all of Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on or before the scheduled closing date with a third partyset forth in the Rights Notice (or within thirty (30) 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 Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that datethe scheduled closing date set forth in the Rights Notice (or within thirty (30) days thereafter), any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.23(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.23(a) shall not apply to issuances of securities in a Permitted Financing (as defined below)Financing.

Subsequent Financings. (a) So long as Other than in connection with a Permitted Financing (defined below), for the Notes remain outstanding, during the 12-month period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") each Purchaser of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). 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, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar 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 provide each Purchaser an option (the "Rights Option") during the fifteen (15) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five the right to participate pro rata, pari passu with Gottbetter Capital Master, Ltd. (5“Gottbetter”) Trading Days based upon the Gottbetter’s and Purchaser’s total subscription amounts for the Company’s securities set forth in Schedule 1.4(a) hereto, collectively, up to fund 100% of each such subsequent financing that involves the purchase sale of securities of the securities being offered Company and results in such gross proceeds to the Company in excess of $250,000 (the “Subsequent Financing”). If any Purchaser In the event Gottbetter elects not to participate in such Subsequent Financing, the other Purchasers may Purchaser also shall have the right to participate on a pro-rata basis so long as in such participation Subsequent Financing to the extent and in the aggregate amount that Gottbetter does not exceed participate. At least 15 days prior to the making or accepting an offer for a Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing and the details of such Subsequent Financing (a “Subsequent Financing Notice”). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If the Purchaser elects to participate in the Subsequent Financing, the closing of such Subsequent Financing shall be as mutually agreed between the parties. If by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company of its election to participate or elects to participate in an amount that is less than the total amount of the Subsequent Financing. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. Delivery of any Rights Notice constitutes a representation and warranty by then the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in may effect the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the Purchase Price or any type remaining portion 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the such Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers Persons set forth in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a), including, without limitation, the delivery of a new Rights Notice. The provisions 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 3.19(a) shall 1.4(a), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not apply to issuances consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 days after the date of securities in a Permitted the initial Subsequent Financing (as defined below)Notice.

Subsequent Financings. (a) So long as the Notes remain outstanding, during the For a period commencing on the Final Closing Date and ending on the date that is twenty-four of one (241) months year following the Final following the Closing Date, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "“Rights Notice"”) each Purchaser of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "“Subsequent Financing"”), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock; provided, including convertible debt securities (collectivelyhowever, prior to delivering a Rights Notice to each Purchaser, the "Company shall first deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing Securities"(“Pre-Notice”) within three (3) Trading Days of receiving an applicable offer, which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing. Each Purchaser must notify the Company within three (3) Trading Days of receipt of the Pre-Notice that such Purchaser elects to review the details of such financing (“Pre-Notice Acceptance”). Upon the Company’s receipt of a Pre-Notice Acceptance, and only upon the Company’s receipt of a Pre-Notice Acceptance, the Company shall promptly, but no later than two (2) Trading Days after such receipt, deliver a Rights Notice to such 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 FinancingFinancing (if known at such time), the proposed closing date of the Subsequent Financing, which shall be within thirty twenty (3020) calendar 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 provide each Purchaser an option (the "“Rights Option"”) during the fifteen ten (1510) Trading Days following delivery Table of Contents of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount aggregate Purchase Price of the Subsequent Financingall Purchasers hereunder. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount number of the Notes Preferred Shares purchased by such Purchaser at each the Closing by (y) the total principal amount number of all of the Notes Preferred Shares purchased by all of the participating Purchasers at each the Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the Purchase Price 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.21(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.21(a) shall not apply to issuances of securities in a Permitted Financing (as defined belowhereinafter).

Subsequent Financings. (a) So long as Other than in connection with a Exempt Issuance (defined below), for the Notes remain outstanding, during the one-year period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final any Closing Date, the Purchaser shall have the right to participate up to 100% of each such subsequent financing that involves the sale of securities of the Company covenants and agrees (each such financing, a “Subsequent Financing”). At least 15 days prior to promptly notify (in no event later than five (5) days after the making or receiving accepting of an applicable offer) in writing (offer for a "Rights Notice") each Purchaser of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing and investment amounts the details of all investors participating such Subsequent Financing (a “Subsequent Financing Notice”). 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 (as defined in Section 3.13) with whom such Subsequent Financing is proposed to be effected, and shall include, as an attachment thereto, a term sheet or similar document relating thereto, if any exists. If the Purchaser elects to participate in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar 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 provide each Purchaser an option (the "Rights Option") during the fifteen (15) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on shall be as mutually agreed between the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered parties participating in such Subsequent Financing. If any by 6:30 p.m. (Eastern Time) on the fifteenth day after the Purchaser has received the Subsequent Financing Notice, the Purchaser fails to notify the Company of its election to participate or elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed an amount that is less than the total amount of the Subsequent Financing. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. Delivery of any Rights Notice constitutes a representation and warranty by then the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in may effect the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the Purchase Price or any type remaining portion 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the such Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of with the closing are the same as those provided to the Purchasers Persons set forth in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a), including, without limitation, the delivery of a new Rights Notice. The provisions 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 3.19(a) shall 1.6(a), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not apply to issuances consummated for any reason on the terms set forth in such Subsequent Financing Notice within 90 days after the date of securities in a Permitted the initial Subsequent Financing (as defined below)Notice.

Subsequent Financings. (a) So For so long as the Notes remain outstanding, during the period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "“Rights Notice"”) each Purchaser the Purchasers of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "“Subsequent Financing"”), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "“Financing Securities"”). 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, the proposed closing date of the Subsequent Financing, which shall be within thirty twenty (3020) calendar 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 provide each Purchaser an option (the "“Rights Option"”) during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent FinancingPurchase Price hereunder. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 each Closing Date of a Subsequent Financing. If the Company does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are substantially the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.22(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.22(a) shall not apply to issuances of securities in a Permitted Financing (as defined below).Financing. Note and Warrant Purchase Agreement

Subsequent Financings. (aA) So long as For a period of one (1) year following the Notes remain outstanding, during the period commencing on the Final Closing Date and ending on (which one-year period shall extend for each day that the date that Registration Statement is twenty-four (24) months following not effective as required under the Final Closing DateRegistration Rights Agreement), the Company RDI covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") each Purchaser BMSI of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"); provided, however, prior to delivering to BMSI a Rights Notice, RDI shall first deliver to BMSI a written notice of its intention to effect a Subsequent Financing ("Pre-Notice") within three (3) Trading Days of receiving an applicable offer, which Pre-Notice shall ask BMSI if it wants to review the details of such financing. Upon the request of BMSI, and only upon a request by BMSI within three (3) Trading Days of receipt of a Pre-Notice, RDI shall promptly, but no later than two (2) Trading Days after such request, deliver a Rights Notice to BMSI. 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, the proposed closing date of the Subsequent Financing, which shall be within thirty twenty (3020) calendar 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 provide each Purchaser BMSI an option (the "Rights Option") during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company RDI whether such Purchaser BMSI will purchase up to its pro rata portion of the amount all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent Financing. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing Note by (y) the sum of (1) the principal amount of the Notes and (2) the total principal amount of all of the Notes series B notes purchased by all of pursuant to the participating Purchasers at each ClosingNote Purchase Agreement. Delivery of any Rights Notice constitutes a representation and warranty by the Company RDI that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 RDI does not receive notice of exercise of the Rights Option from the Purchasers BMSI within the Option Period, the Company RDI shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers BMSI in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a5.02(r), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a5.02(r) shall not apply to issuances of securities in a Permitted Financing (as defined below)Financing.

Subsequent Financings. (a) So long as the Notes remain outstanding, during the For a period commencing on the Final Closing Date and ending on the date that is twenty-four of one (241) months year following the Final Closing Datefollowing the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") each Purchaser the Purchasers of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "“Subsequent Financing"”), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). 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, the proposed closing date of the Subsequent Financing, which shall be within thirty twenty (3020) calendar 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 provide each Purchaser an option (the "“Rights Option"”) during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent FinancingPurchase Price hereunder. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount number of the Notes Preferred Shares purchased by such Purchaser at each the Closing by (y) the total principal amount number of all of the Notes Preferred Shares purchased by all of the participating Purchasers at each the Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.21(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.21(a) shall not apply to issuances of securities in a Permitted Financing (as defined below)Financing.

Subsequent Financings. (a) So long as Until the Notes remain outstanding, during later of two years following the period commencing on the Final First Closing Date and ending on the date that is twenty-four (24) months or one year following the Final Closing Dateconversion or repayment of all of the Notes, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "“Rights Notice"”) each Purchaser the Purchasers of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "“Subsequent Financing"”), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectivelysecurities, the "Financing Securities")or any debt instrument. 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, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) 20 calendar 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 provide each Purchaser an option (the "“Rights Option"”) during the fifteen (15) 10 Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser will purchase securities in such Subsequent Financing equal to up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on the same, absolute same terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent FinancingPurchase Price hereunder. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each the First Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each the First Closing. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are substantially the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.15(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.15(a) shall not apply to issuances of securities in a Permitted Financing (as defined below)Financing.

Subsequent Financings. (a) So long as the Notes remain outstanding, during the For a period commencing on the Final Closing Date and ending on the date that is twenty-four of twelve (2412) months following the Final Closing Dateeffective date of the Registration Statement (as defined in the Registration Rights Agreement), the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "“Rights Notice"”) each Purchaser holder of Notes (each a “Noteholder” and collectively the “Noteholders”) of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "“Subsequent Financing"”), of Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock; provided, including convertible debt securities (collectivelyhowever, prior to delivering to each Noteholder a Rights Notice, the "Company shall first deliver to each Noteholder a written notice of its intention to effect a Subsequent Financing Securities")(“Pre-Notice”) within three (3) Trading Days of receiving an applicable offer, which Pre-Notice shall ask such Noteholder if it wants to review the details of such financing. Upon the request of a Noteholder, and only upon a request by such Noteholder within three (3) Trading Days of receipt of a Pre-Notice, the Company shall promptly, but no later than two (2) Trading Days after such request, deliver a Rights Notice to such Noteholder. The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent FinancingFinancing (if known), the proposed closing date of the Subsequent Financing, which shall be within thirty no earlier than ten (3010) calendar days Trading 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 provide each Purchaser Noteholder an option (the "“Rights Option"”) during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser Noteholder will purchase up to its pro rata portion of the amount all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser Noteholder elects not to participate in any such Subsequent Financing, the other Purchasers Noteholders may therein participate on a pro-pro rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent Financingbasis. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser Noteholder electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount number of Notes held by such Noteholder as of the Notes purchased by such Purchaser at each most recent Closing Date by (y) the total principal amount number of all of the Notes purchased by all Notes, outstanding as of the participating Purchasers at each Closingsuch date. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers a Noteholder within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers Noteholders in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.22(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.22(a) shall not apply to issuances of securities in a Permitted Financing (as defined below)Financing.

Subsequent Financings. (a) So long as the Notes remain outstandingUntil December 31, during the period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date2009, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "“Rights Notice"”) each Purchaser holder of Preferred Shares (each, a “Preferred Stockholder” and collectively the “Preferred Stockholders”) of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing")party, of Common Stock Stock, any debt or any equity securities convertible, exercisable or exchangeable into Common Stock, including convertible Stock or any debt securities (collectivelya “Subsequent Financing”); provided, however, prior to delivering to each Preferred Stockholder a Rights Notice, the "Company shall first deliver to each Preferred Stockholder a written notice of its intention to effect a Subsequent Financing Securities")(“Pre-Notice”) within three (3) Trading Days of receiving an applicable offer, which Pre-Notice shall ask such Preferred Stockholder if it wants to review the details of such financing. Upon the request of a Preferred Stockholder, and only upon a request by such Preferred Stockholder within three (3) Trading Days of receipt of a Pre-Notice, the Company shall promptly, but no later than two (2) Trading Days after such request, deliver a Rights Notice to such Preferred Stockholder. The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent FinancingFinancing (if known), the proposed closing date of the Subsequent Financing, which shall be within thirty no earlier than ten (3010) calendar days Trading 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 provide each Purchaser Preferred Stockholder an option (the "“Rights Option"”) during the fifteen ten (1510) Trading Days following delivery of the Rights Notice (the "“Option Period"”) to inform the Company whether such Purchaser Preferred Stockholder will purchase up to its pro rata portion of the amount all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser Preferred Stockholder elects not to participate in such Subsequent Financing, the other Purchasers Preferred Stockholders may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent Financingbasis. For purposes of this Section, all references to "“pro rata" ” means, for any Purchaser Preferred Stockholder electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount number of the Notes purchased Preferred Shares held by such Purchaser Preferred Stockholder at each the Initial Closing plus the number of Preferred Shares purchased at any Additional Closing, by (y) the total principal amount number of all of the Notes purchased by all of the participating Purchasers at each ClosingPreferred Shares issued hereunder. 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 otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, 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 does not receive notice of exercise of the Rights Option from the Purchasers Preferred Stockholder within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided provided, that all of the material terms and conditions of the closing are the same as those provided to the Purchasers Preferred Stockholder in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a3.17(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a3.17(a) shall not apply to issuances of securities in a Permitted Financing (as defined below)Financing.