Common use of Participation Rights Clause in Contracts

Participation Rights. In the event Company proposes to offer and sell its securities in an Equity Financing (defined below), the Purchaser shall have the right, but not the obligation, to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date (as defined in the Note), (ii) the date that the Note and all accrued but unpaid interest shall have been repaid in full, and (iii) the closing date of an Equity Financing in which all, or any remaining portion, of the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, and on the same terms as, the securities being offered in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide written notice to the Purchaser of the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”). In the event the Purchaser does not return a Participation Notice to Company within such two-business day period, the Participation Right granted hereunder shall terminate and be of no further force and effect; provided, however, that such Participation Right shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior to ten business days following the anticipated first closing date specified in such EF notice.

Participation Rights. In the event Company Ethema proposes to offer and sell its securities in an Equity Financing (defined below), the Purchaser shall have the right, but not the obligation, to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date (as defined in the Note), (ii) the date that the Note and all accrued but unpaid interest shall have been repaid in full, and (iii) the closing date of an Equity Financing in which all, or any remaining portion, of the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, and on the same terms as, the securities being offered in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” Financing shall mean CompanyEthema’s sale of its Common Shares Stock or any securities conferring the right to purchase CompanyEthema’s Common Shares Stock or securities convertible into, or exchangeable for (with or without additional consideration), CompanyEthema’s Common Shares or the offer or sale of any debtStock. In connection with each Participation Right, Company Ethema shall provide written notice to the Purchaser of the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify CompanyEthema, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”). In the event the Purchaser does not return a Participation Notice to Company Ethema within such two-business day period, the Participation Right granted hereunder shall terminate and be of no further force and effect; provided, however, that such Participation Right shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior to ten business days following the anticipated first closing date specified in such EF notice.

Participation Rights. In Until the event six-month anniversary of the Closing Date, notwithstanding Section 4.03, if the Company proposes or any of its Subsidiaries, financing vehicles or joint ventures issues, or agrees to offer and sell its securities in an Equity Financing issue, directly or indirectly (defined belowincluding, through any underwriters), to any Purchaser or any of their respective Affiliates, any Additional Investments, the Purchaser shall have Company will simultaneously and on the rightsame terms offer to issue Additional Investments to Silver Lake Kraftwerk, but not with the obligation, right of Silver Lake Kraftwerk and the other applicable Purchaser(s) and/or their Affiliates to participate in the purchase of Additional Investments being allocated pro rata among Silver Lake Kraftwerk and the securities being offered participating Purchaser(s) and/or their Affiliates in such Equity Financing up to an amount equal to accordance with the Principal Amount until the earliest of (i) the Maturity Date (as defined in the Note), (ii) the date that the Note and all accrued but unpaid interest shall have been repaid in full, and (iii) the closing date of an Equity Financing in which all, or any remaining portion, of the outstanding aggregate principal amount of the Note along with accrued but unpaid Notes issued under the Indenture and Beneficially Owned by each respective Purchaser or its predecessor in interest thereon shall have been convertedunder this Agreement, in full, into, and on the same terms as, the securities being offered in such Equity Financing (the “Participation Right”)as applicable. For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, The Company shall provide written notice of such offer to Silver Lake Kraftwerk (which notice shall include the Purchaser applicable purchase price per security for such Additional Investment, the aggregate amount of the terms proposed Additional Investment, the amount of Additional Investment being offered to Silver Lake Kraftwerk and conditions of the Equity Financing proposed closing date) at least ten business days 20 Business Days prior to the anticipated first closing proposed date of such Equity Financing the purchase agreement, investment agreement or other agreement (the “EF NoticeAdditional Investment Agreement”). If ) to be entered into in connection with such Additional Investment transaction, which transaction in which Silver Lake Kraftwerk participates shall close at least 15 Business Days after the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, date of such election Additional Investment Agreement; provided that, any obligation of a Purchaser to participate in any Additional Investment shall in all cases be conditioned on applicable antitrust clearance or approval under antitrust or other applicable law, and the closing date for such Additional Investment by Silver Lake Kraftwerk shall occur at least two business days prior 15 Business Days after the Purchaser’s receipt of such clearance or approval or Purchaser’s waiver of such conditions, unless otherwise agreed by Silver Lake Kraftwerk and the Company. Silver Lake Kraftwerk may from time to time designate one or more of its Affiliates through which the anticipated closing date set forth participation right in the EF Notice (the this Section 4.14 may be exercised. The issuance of “Participation Notice”). In the event the Purchaser does not return a Participation Notice to Company within such two-business day period, the Participation Right granted hereunder shall terminate and be of no further force and effect; provided, however, that such Participation Right shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior to ten business days following the anticipated first closing date specified in such EF notice.

Participation Rights. In For a period of 40 months from the event Company proposes to offer and sell its securities in an Equity Financing (defined below)date of this Agreement, the Purchaser shall have Company hereby grants to the right, but not the obligation, Buyer a right to participate in the purchase of any New Securities (as defined below) that the securities being offered Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the execution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a "New Person"), the Company shall deliver written notice to Buyer of its intent to enter into any such Equity Financing up transaction, describing the New Person and the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have 15 Trading Days after receipt of such notice to purchase an amount equal to the Principal Amount until the earliest 25% of (i) the Maturity Date (as defined in the Note), (ii) the date that the Note and all accrued but unpaid interest shall have been repaid in full, and (iii) the closing date of an Equity Financing in which all, such New Securities or any remaining portionportion thereof, of at the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, price and on the same terms as, the securities being offered specified in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide notice by giving written notice to the Purchaser Company specifying the amount of New Securities to be purchased by the Buyer, provided, however that with respect to any single transaction described on such notice, the Buyer may not purchase in excess of $5 million of such New Securities for such transaction, it being understood that for each additional transaction specified on any subsequent notice, the Buyer may purchase up to 25% of the terms and conditions New Securities up to a maximum of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”)$5 million. In the event the Purchaser does Company has not return a Participation Notice sold such New Securities to Company the New Person within such two-business day period30 Trading Days after notice thereof to the Buyer, the Participation Right granted hereunder Company shall terminate and be not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. "New Securities" shall mean any shares of no further force and effect; Common Stock, preferred stock or any other equity securities of the Company or securities convertible or exchangeable for equity securities of the Company, provided, however, that New Securities shall not include, (i) shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors and employees of the Company pursuant to stock option plans approved by the Board of Directors of the Company, (iii) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such Participation Right company or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the same or substantially related business as the Company. The Buyer rights hereunder shall not prohibit or limit the Company from selling any New Securities so long as the Company makes the same offer to the Buyer as provided herein. Otherwise the Company shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior prohibited from selling any New Securities to ten business days following the anticipated first closing date specified in such EF noticeany New Person until it fully complies herewith.

Participation Rights. In For a period of 12.5 months from the event Company proposes to offer and sell its securities in an Equity Financing (defined below)date of this Agreement, the Purchaser shall have Company hereby grants to the right, but not the obligation, Buyer a right to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the Noteexecution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a “New Person”), (ii) the date that Company shall deliver written notice to Buyer of its intent to enter into any such transaction, describing the Note New Person and all accrued but unpaid interest the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have been repaid in full, and (iii) the closing date 10 Trading Days after receipt of an Equity Financing in which all, such notice to purchase 12.5% of such New Securities or any remaining portionportion thereof, of at the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, price and on the same terms as, the securities being offered specified in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide notice by giving written notice to the Purchaser Company specifying the amount of New Securities to be purchased by the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”)Buyer. In the event the Purchaser does Company has not return a Participation Notice sold such New Securities to Company the New Person within such two-business day period10 Trading Days after notice thereof to the Buyer, the Participation Right granted hereunder Company shall terminate and be not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. “New Securities” shall mean any shares of no further force and effect; Common Stock, preferred stock or any other equity securities of the Company or securities convertible or exchangeable for equity securities of the Company, provided, however, that New Securities shall not include, (i) shares of Common Stock issuable upon conversion, redemption, exercise of or as dividends for any securities outstanding as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors and employees of the Company pursuant to stock option plans approved by the Board of Directors of the Company, (iii) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such Participation Right company or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the same or substantially related business as the Company. The Buyer rights hereunder shall not prohibit or limit the Company from selling any New Securities so long as the Company makes the same offer to the Buyer as provided herein. Otherwise the Company shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior prohibited from selling any New Securities to ten business days following the anticipated first closing date specified in such EF noticeany New Person until it fully complies herewith.

Participation Rights. In For a period of 20 months from the event Company proposes to offer and sell its securities in an Equity Financing (defined below)date of this Agreement, the Purchaser shall have Company hereby grants to the right, but not the obligation, Buyer a right to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the Noteexecution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a "New Person"), (ii) the date that Company shall deliver written notice to Buyer of its intent to enter into any such transaction, describing the Note New Person and all accrued but unpaid interest the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have been repaid in full, and (iii) the closing date 20 Trading Days after receipt of an Equity Financing in which all, such notice to purchase 20% of such New Securities or any remaining portionportion thereof, of at the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, price and on the same terms as, the securities being offered specified in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide notice by giving written notice to the Purchaser Company specifying the amount of New Securities to be purchased by the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”)Buyer. In the event the Purchaser does Company has not return a Participation Notice sold such New Securities to Company the New Person within such two-business day period10 Trading Days after notice thereof to the Buyer, the Participation Right granted hereunder Company shall terminate and be not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. "New Securities" shall mean any shares of no further force and effect; Common Stock, preferred stock or any other equity securities of the Company or securities convertible or exchangeable for equity securities of the Company, provided, however, that New Securities shall not include, (i) shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors and employees of the Company pursuant to stock option plans approved by the Board of Directors of the Company, (iii) shares of common stock issued pursuant to the Company's 2004 Equity Incentive Plan and shares of common stock issuable upon exercise of options and rights issued pursuant to this plan, (iv) and shares of stock issued pursuant to the program authorized in 2003 to pay vendors for services rendered, (v) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such Participation Right company or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the same or substantially related business as the Company. The Buyer rights hereunder shall not prohibit or limit the Company from selling any New Securities so long as the Company makes the same offer to the Buyer as provided herein. Otherwise the Company shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior prohibited from selling any New Securities to ten business days following the anticipated first closing date specified in such EF noticeany New Person until it fully complies herewith.

Participation Rights. In From the event Company proposes to offer and sell its securities in an Equity Financing (defined below), the Purchaser shall have the right, but not the obligation, to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount date hereof until the earliest later of (i) the Maturity Date and (ii) one year from the date hereof, the Company hereby grants to the Investor a right to participate in the purchase of any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 3 Business Days prior to the Noteexecution of any definitive documentation relating to the sale of any New Securities to any persons or entities other than the Investor or an Affiliate of the Investor (a “New Person”), (ii) the date that Company shall deliver written notice to Investor of its intent to enter into any such transaction, describing each of the Note New Persons and all accrued but unpaid interest the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Investor shall have been repaid in full, and (iii) the closing date 3 Business Days after receipt of an Equity Financing in which all, such notice to purchase up to 50% of such New Securities or any remaining portionportion thereof, of at the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, price and on the same terms as, the securities being offered specified in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide notice by giving written notice to the Purchaser Company specifying the amount of New Securities to be purchased by the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”)Investor. In the event the Purchaser does Company has not return a Participation Notice sold such New Securities to Company the New Persons within such two-business day period30 Business Days after notice thereof to the Investor, the Participation Right granted hereunder Company shall terminate and be not thereafter issue or sell any New Securities to any New Persons without first again complying with this Section. “New Securities” shall mean any shares of no further force and effect; Common Stock, preferred stock or any other equity securities of the Company or Common Stock Equivalents, provided, however, that New Securities shall not include, (i) shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors and employees and consultants of the Company pursuant to incentive compensation plans approved by the Board of Directors of the Company, (iii) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such Participation Right company and pursuant to any related acquisition financing or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the same or substantially related business as the Company. The Investor’s rights hereunder shall not prohibit or limit the Company from selling any New Securities so long as the Company makes the same offer to the Investor as provided herein. Otherwise the Company shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior prohibited from selling any New Securities to ten business days following the anticipated first closing date specified in such EF notice.any New Person until it fully complies herewith

Participation Rights. In For a period of 24 months from the event Company proposes to offer and sell its securities in an Equity Financing (defined below)date of this Agreement unless sooner terminated, the Purchaser shall have Company hereby grants to the right, but not the obligation, Buyer a right to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the Noteexecution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a “New Person”), (ii) the date that Company shall deliver written notice to Buyer of its intent to enter into any such transaction, describing the Note New Person and all accrued but unpaid interest the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have been repaid in full, and (iii) the closing date 15 Trading Days after receipt of such notice to purchase an Equity Financing in which all, equal amount of such New Securities or any remaining portionportion thereof, of at the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, price and on the same terms as, the securities being offered specified in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide notice by giving written notice to the Purchaser Company specifying the amount of New Securities to be purchased by the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”)Buyer. In the event the Purchaser does Company has not return a Participation Notice sold such New Securities to Company the New Person within such two-business day period15 Trading Days after notice thereof to the Buyer, the Participation Right granted hereunder Company shall terminate and be not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. “New Securities” shall mean any shares of no further force and effect; Common Stock, preferred stock or any other equity securities of the Company or securities convertible or exchangeable for equity securities of the Company, provided, however, that New Securities shall not include, (i shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors, consultants and employees of the Company pursuant to stock option plans approved by the Board of Directors of the Company, (iii) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such Participation Right company or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the same or substantially related business as the Company or (v) shares of Common Stock or securities convertible or exchangeable into Common Stock issued under any contract entered into by the Company prior to the date hereof (“Prior Contract”) or any shares of Common Stock or securities convertible or exchangeable into Common Stock issued in connection with the restructuring of any Prior Contract. The Buyer rights hereunder shall not prohibit or limit the Company from selling any New Securities so long as the Company makes the same offer to the Buyer as provided herein. Otherwise the Company shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior prohibited from selling any New Securities to ten business days following the anticipated first closing date specified in such EF noticeany New Person until it fully complies herewith.

Participation Rights. In For a period of 24 months from the event Company proposes to offer and sell its securities in an Equity Financing (defined below)date of this Agreement unless sooner terminated, the Purchaser shall have Company hereby grants to the right, but not the obligation, Buyer a right to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the Noteexecution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a “New Person”), (ii) the date that Company shall deliver written notice to Buyer of its intent to enter into any such transaction, describing the Note New Person and all accrued but unpaid interest the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have been repaid in full, and (iii) the closing date 15 Trading Days after receipt of such notice to purchase an Equity Financing in which all, equal amount of such New Securities or any remaining portionportion thereof, of at the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, price and on the same terms as, the securities being offered specified in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide notice by giving written notice to the Purchaser Company specifying the amount of New Securities to be purchased by the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”)Buyer. In the event the Purchaser does Company has not return a Participation Notice sold such New Securities to Company the New Person within such two-business day period15 Trading Days after notice thereof to the Buyer, the Participation Right granted hereunder Company shall terminate and be not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. “New Securities” shall mean any shares of no further force and effect; Common Stock, preferred stock or any other equity securities of the Company or securities convertible or exchangeable for equity securities of the Company, provided, however, that New Securities shall not include, (i) shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors, consultants and employees of the Company pursuant to stock option plans approved by the Board of Directors of the Company, (iii) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such Participation Right company or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the same or substantially related business as the Company or (v) shares of Common Stock or securities convertible or exchangeable into Common Stock issued under any contract entered into by the Company prior to the date hereof (“Prior Contract”) or any shares of Common Stock or securities convertible or exchangeable into Common Stock issued in connection with the restructuring of any Prior Contract. The Buyer rights hereunder shall not prohibit or limit the Company from selling any New Securities so long as the Company makes the same offer to the Buyer as provided herein. Otherwise the Company shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior prohibited from selling any New Securities to ten business days following the anticipated first closing date specified in such EF noticeany New Person until it fully complies herewith.

Participation Rights. In For so long as the event Company proposes to offer and sell its securities in an Equity Financing (defined below)Note remains outstanding, the Purchaser shall have the right, but not the obligation, Company covenants and agrees to participate promptly notify (in the purchase of the securities being offered no event later than five (5) days after making or receiving an applicable offer) in such Equity Financing up to an amount equal to the Principal Amount until the earliest of writing (ia “Rights Notice”) the Maturity Date (as defined in the Note), (ii) the date that the Note and all accrued but unpaid interest shall have been repaid in full, and (iii) the closing date of an Equity Financing in which all, or any remaining portion, of the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, and on the same terms as, the securities being offered in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide written notice to the Purchaser of the terms and conditions of any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a “New Financing”), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the Equity “Financing at least ten business Securities”). The Rights Notice shall describe, in reasonable detail, the proposed New Financing, the names and investment amounts of all investors participating in the New Financing, the proposed closing date of the New Financing, which shall be within sixty (60) calendar days prior 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 the anticipated first closing of such Equity Financing Purchaser an option (the “EF NoticeRights Option”). If ) during the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two five (5) business days prior to following delivery of the anticipated closing date set forth in the EF Rights Notice (the “Participation NoticeOption Period”). In ) to inform the event Company whether the Purchaser will purchase securities in such New Financing on the same, absolute terms and conditions as contemplated by such New Financing. 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 New 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 New Financing. If the Company does not return a Participation Notice to Company receive notice of exercise of the Rights Option from the Purchaser within such two-business day periodthe Option Period, the Participation Right granted hereunder Company shall terminate have the right to close the New Financing on the scheduled closing date with a third party; provided that all of the material terms and be conditions of no further force and effect; provided, however, that such Participation Right shall be reinstated if the anticipated closing referenced are substantially the same as those provided to the Purchasers in the EF Notice Rights Notice. If the closing of the proposed New Financing does not occur prior on that date, any closing of the contemplated New Financing or any other New Financing shall be subject to ten business days following all of the anticipated first closing provisions of this Section 3.24, including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.24 shall not apply to issuances of securities in a Exempt Issuance (as defined in the Notes). The Company shall be deemed to have, on the date specified hereof, delivered to the Purchaser a Rights Notice with respect to the New Financings described on Schedule 3.21 hereto and the Purchaser has notified the Company that it has elected not to participate in such EF noticeNew Financings.

Participation Rights. In the event the Company proposes to offer and sell its securities in an Equity Financing (defined below), the Purchaser shall have the right, but not the obligation, to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to fifty percent (50%) of the Principal Amount aggregate offering amount of such Equity Financing, until the earliest of (i) the Maturity Date (as defined in the Note)Date, (ii) the date that the Note and all accrued but unpaid interest shall have been repaid in full, and (iii) the closing date of an Equity Financing in which all, or any remaining portion, of the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, and on the same terms as, the securities being offered in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” Financing shall mean the Company’s sale of its Common Shares Stock or any securities conferring the right to purchase the Company’s Common Shares Stock or securities convertible into, or exchangeable for (with or without additional consideration), the Company’s Common Shares or the offer or sale of any debtStock. In connection with each Participation Right, the Company shall provide written notice to the Purchaser of the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify the Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”). In the event the Purchaser does not return a Participation Notice to the Company within such two-business day period, the Participation Right granted hereunder shall terminate and be of no further force and effect; provided, however, that such Participation Right shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior to ten business days following the anticipated first closing date specified in such EF notice.

Participation Rights. In For a period of 24 months from the event Company proposes to offer and sell its securities in an Equity Financing (defined below)date of this Agreement, the Purchaser shall have Company hereby grants to the right, but not the obligation, Buyer a right to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the Noteexecution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a "New Person"), (ii) the date that Company shall deliver written notice to Buyer of its intent to enter into any such transaction, describing the Note New Person and all accrued but unpaid interest the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have been repaid in full, and (iii) the closing date 10 Trading Days after receipt of such notice to purchase an Equity Financing in which all, equal amount of such New Securities or any remaining portionportion thereof, of at the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, price and on the same terms as, the securities being offered specified in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide notice by giving written notice to the Purchaser Company specifying the amount of New Securities to be purchased by the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”)Buyer. In the event the Purchaser does Company has not return a Participation Notice sold such New Securities to Company the New Person within such two-business day period10 Trading Days after notice thereof to the Buyer, the Participation Right granted hereunder Company shall terminate and be not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. "New Securities" shall mean any shares of no further force and effect; Common Stock, preferred stock or any other equity securities of the Company or securities convertible or exchangeable for equity securities of the Company, provided, however, that New Securities shall not include, (i) shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors and employees of the Company pursuant to stock option plans approved by the Board of Directors of the Company, (iii) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such Participation Right company, (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the same or substantially related business as the Company, or (v) securities issued to non-affiliates as compensation for bona fide services not in connection with any financing activities. The Buyer rights hereunder shall not prohibit or limit the Company from selling any New Securities so long as the Company makes the same offer to the Buyer as provided herein. Otherwise the Company shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior prohibited from selling any New Securities to ten business days following the anticipated first closing date specified in such EF noticeany New Person until it fully complies herewith.

Participation Rights. In For a period of 30 months from the event Company proposes to offer and sell its securities in an Equity Financing (defined below)date of this Agreement, the Purchaser shall have Company hereby grants to the right, but not the obligation, Buyer a right to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the Noteexecution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a "New Person"), (ii) the date that Company shall deliver written notice to Buyer of its intent to enter into any such transaction, describing the Note New Person and all accrued but unpaid interest the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have been repaid in full, and (iii) the closing date 10 Trading Days after receipt of an Equity Financing in which all, such notice to purchase up to 25% of such New Securities or any remaining portionportion thereof, of at the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, price and on the same terms as, the securities being offered specified in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s sale of its Common Shares or any securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide notice by giving written notice to the Purchaser Company specifying the amount of New Securities to be purchased by the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”)Buyer. In the event the Purchaser does Company has not return a Participation Notice sold such New Securities to Company the New Person within such two-business day period10 Trading Days after notice thereof to the Buyer, the Participation Right granted hereunder Company shall terminate and be not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. "New Securities" shall mean any shares of no further force and effect; Common Stock, preferred stock or any other equity securities of the Company or securities convertible or exchangeable for equity securities of the Company, provided, however, that New Securities shall not include, (i) shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors and employees of the Company pursuant to stock option plans approved by the Board of Directors of the Company, (iii) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such Participation Right company or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the same or substantially related business as the Company. The Buyer rights hereunder shall not prohibit or limit the Company from selling any New Securities so long as the Company makes the same offer to the Buyer as provided herein. Otherwise the Company shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior prohibited from selling any New Securities to ten business days following the anticipated first closing date specified in such EF noticeany New Person until it fully complies herewith.

Participation Rights. In Subject to any priority rights of Leonite, for a period of twelve (12) months from the date hereof, in the event Company or any Subsidiary proposes to offer and sell its securities securities, whether in an the form of debt, Equity Financing (defined below), or any other financing transaction (each a “Future Offering”), the Purchaser shall have the right, but not the obligation, to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date (as defined in the Note), (ii) the date that the Note and all accrued but unpaid interest shall have been repaid in full, and (iii) the closing date of an Equity Financing in which all, or any remaining portion, of the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, and on the same terms as, the securities being offered in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an “Equity Financing” shall mean Company’s or its Subsidiary’s sale of its Common Shares common stock or any securities conferring the right to purchase Company’s Common Shares or Subsidiary’s common stock or securities convertible into, or exchangeable for (with or without additional consideration), shares of the Company’s Common Shares or the offer or sale of any debtSubsidiary’s common stock. In connection with each Participation Right, Company shall provide written notice to the Purchaser of the terms and conditions of the Equity Future Financing at least ten business days prior to the anticipated first closing of such Equity Future Financing (the “EF FF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two five business days prior to the anticipated closing date set forth in the EF FF Notice (the “Participation Notice”). In the event the Purchaser does not return a Participation Notice to Company within such twofive-business day period, the Participation Right granted hereunder shall terminate and be of no further force and effect; provided, however, that such Participation Right shall be reinstated if the anticipated closing referenced in the EF FF Notice does not occur prior to ten business days following the anticipated first closing date specified in such EF FF notice. For avoidance of doubt, in the event Leonite exercises its Participation Right and it results in Leonite purchasing all of the securities being offered in a Future Financing, Purchaser shall have no Participation Right with respect to that Future Offering.

Participation Rights. In Until one year after the event Company proposes to offer and sell its securities in an Equity Financing (defined below)Actual Effective Date, the Purchaser Subscribers shall have be given not less than seven (7) business days prior written notice of any proposed sale by the rightCompany of its common stock or other securities or debt obligations, but not the obligationexcept in connection with (i) full or partial consideration in connection with a strategic merger, to participate in the acquisition, consolidation or purchase of substantially all of the securities being offered in or assets of corporation or other entity which holders of such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date (as defined in the Note)securities or debt are not at any time granted registration rights, (ii) the date that Company's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the Note and all accrued but unpaid interest shall have been repaid in fullpurpose of raising capital which holders of such securities or debt are not at any time granted registration rights, and (iii) the closing date Company's issuance of an Equity Financing in which allCommon Stock or the issuances or grants of options to purchase Common Stock pursuant to stock option plans and employee stock purchase plans described on Schedule 5(d) hereto, or any remaining portion, (iv) as a result of the outstanding principal amount exercise of Warrants or conversion of Preferred Stock which are granted or issued pursuant to this Agreement, (v) the payment of dividends on the Preferred Stock and liquidated and other damages hereunder, and (vi) as has been described in the Reports or Other Written Information filed with the Commission not later than three Business Days before the Closing Date and available on the XXXXX system (collectively the foregoing are "Excepted Issuances"). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the right during the seven (7) business days following receipt of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, and on the same terms as, the securities being offered notice to participate in such Equity Financing (the “Participation Right”). For the avoidance offering of doubtcommon stock, an “Equity Financing” shall mean Company’s sale of its Common Shares debt or any other securities conferring the right to purchase Company’s Common Shares or securities convertible into, or exchangeable for (in accordance with or without additional consideration), Company’s Common Shares or the offer or sale of any debt. In connection with each Participation Right, Company shall provide written notice to the Purchaser of the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Company, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (notice of sale in the “Participation Notice”)same proportion to each other as their purchase of Preferred Stock in the Offering. In the event such terms and conditions are modified during the Purchaser does not return a Participation Notice to Company within such two-business day notice period, the Participation Right granted hereunder shall terminate and be of no further force and effect; provided, however, that such Participation Right Subscribers shall be reinstated if given prompt notice of such modification and shall have the anticipated closing referenced in right during the EF Notice does not occur prior to ten seven (7) business days following the anticipated first closing date specified in notice of modification to exercise such EF noticeright. Payment for securities of such other offering may be made by surrender of Preferred Stock which shall be valued at the Stated Value thereof.