Common use of Participation in Future Financing Clause in Contracts

Participation in Future Financing. (i) From the date hereof until the date that is the 36 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 18-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Stock, Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50100% of the such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 24-month anniversary of the Closing Datelast Closing, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Stock, Common Stock Equivalents or debt for cash consideration, indebtedness Indebtedness, assignment, or a combination of units thereof hereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right right, on a pro-rata basis, to participate in up to an amount of the Subsequent Financing equal to at least an aggregate of 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is six months from the 36 month anniversary of the Closing Effective Date, except as disclosed on Schedule 4.16(a), upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Stock, Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser who purchases at least $500,000 of Units (a “Large Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least fifty percent (50% %) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 eighteen (18) month anniversary of the Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed each Purchaser with the SEC on Form S-1, Form S-3 or otherwise, the Buyer a Subscription Amount of at least $200,000 (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 month one year anniversary of the Closing Date, upon any issuance financing by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock for cash consideration, indebtedness or a combination of units thereof Equivalents (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right right, subject to Section 4.13(e), to participate in up to an amount of the Subsequent Financing equal to at least 50100% of the Subsequent Financing (the “Participation Maximum”) ); provided, however, the Participation Maximum shall be reduced on a pro rata basis to allow the same termsholders of the Company’s Secured Debentures, conditions and price provided for dated June 29, 2006, to participate in the Subsequent Financing, to the extent such holders may have such rights.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 eighteen month anniversary of the Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness other than Indebtedness that is not convertible into Common Stock or a combination of units thereof thereof, but excluding any Exempt Issuance (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 5035% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 24 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof consideration (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in the Subsequent Financing up to an amount of the Subsequent Financing equal to at least 50the lesser of (i) 100% of the Subsequent Financing or (ii) an amount equal to the aggregate Subscription Amount of all Purchasers hereunder (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 month later of (i) the two year anniversary of the First Closing Date and (ii) the two year anniversary of the Second Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness convertible Indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 5025% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 12 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness (other than in a transaction with a licensed commercial lender) (or a combination of units thereof thereof) (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer Purchasers collectively shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 eighteen-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock for cash considerationEquivalents or any offering of debt or any other type of financing, indebtedness or a combination of units thereof (other than an Exempt Issuance) (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal in an amount not to at least exceed 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 four (4) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed each Purchaser with the SEC on Form S-1, Form S-3 or otherwise, the Buyer a Subscription Amount of at least $3,750,000 at Closing (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 24 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Stock, Common Stock Equivalents for cash consideration, indebtedness consideration or Indebtedness (or a combination of units thereof hereof and including, but not limited to, any future takedowns off the Registration Statement) (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in the Subsequent Financing up to an amount of the Subsequent Financing equal to at least 50100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 24-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock for cash considerationEquivalents or any offering of debt or any other type of financing, indebtedness or a combination of units thereof (other than an Exempt Issuance) (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal in an amount not to at least exceed 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 _____ month anniversary of the Closing Date, as to any Purchaser (including Affiliates) with a Subscription Amount of at least $100,000, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50___% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 eighteen (18) month anniversary of the Closing Datedate of this Agreement, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50the lesser of (i) the original principal Amount of the Note issued to such Purchaser and (ii) 20% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 24-month anniversary of the Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness, or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate participate, on a pro-rata basis, in up to an amount of the Subsequent Financing equal to at least fifty percent (50% %) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 eighteen (18) month anniversary of the Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed each Purchaser with the SEC on Form S-1, Form S-3 or otherwise, the Buyer a Subscription Amount of at least $100,000 (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 eighteen (18) month anniversary of the Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing Financing, on an aggregate basis, (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 eighteen month anniversary of the Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness other than Indebtedness that is not convertible into Common Stock or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 5035% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (i) From the date hereof until the date that is the 36 month two year anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Stock, Convertible Securities, Options (each, as defined in the Notes) for cash consideration, indebtedness Indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the each Buyer shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 12-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Stock, Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing (the “Participation Maximum”) Maximum on the same terms, conditions and price provided for in the Subsequent Financing. For purposes of this Section 4.12, “Participation Maximum” shall mean 40% of the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 eighteen month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock for cash considerationEquivalents or any offering of debt or any other type of financing, indebtedness or a combination of units thereof (other than an Exempt Issuance) (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal in an amount not to at least exceed 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 earlier of (i) the 12-month anniversary of the Effective Date or (ii) the 18-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Stock, Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 12 month anniversary of the Second Closing DateDate (or date that such Closing Date is terminated hereunder), upon any issuance by the Company or any of its Subsidiaries of Common Stock ADSs or equivalent of Common Stock Ordinary Share Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 eighteen (18) month anniversary of the Closing Date, upon any issuance issuance, other than an Exempt Issuance, by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 18 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock Shares or equivalent of Common Stock Shares Equivalents for cash consideration, indebtedness Indebtedness other than Indebtedness that is not convertible into Common Shares or a combination of units thereof thereof, but excluding any Exempt Issuance (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 5035% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

Participation in Future Financing. (ia) From the date hereof until the date that is the 36 month later of eighteen (18) months from the date hereof and the one year anniversary of the Closing Datedate that Shareholder Approval is obtained and deemed effective, upon any issuance by the Company or any of its Subsidiaries of Common Stock or equivalent of Common Stock Equivalents for cash consideration, indebtedness Indebtedness or a combination of units thereof hereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or otherwise, the Buyer each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.