Common use of Participation Rights Clause in Contracts

Participation Rights. For a period of 24 months from the date of this Agreement unless sooner terminated, the Company hereby grants to the Buyer 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 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 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 equal amount of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 15 Trading Days after notice thereof to the Buyer, the Company shall 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 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 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For a period of 24 months from the date of this Agreement unless sooner terminated, the Company hereby grants to the Buyer 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 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 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 equal amount of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 15 Trading Days after notice thereof to the Buyer, the Company shall 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 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 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 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For The Company shall, at least ten (10) days prior to any issuance by the Company of any of its securities other than Excluded Stock to any party, give written notice of such issuance to each holder of Registrable Shares (the "Offerees"). The Company's written notice to the Offerees shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each holder of the Registrable Shares shall have the right, for a period of 24 months twenty (20) days from the date of this Agreement unless sooner terminatedsuch notice, the Company hereby grants to the Buyer 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 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 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 equal amount of such New Securities or any portion thereofpurchase, at the same price and on the same terms and conditions, that number of additional securities of the Company as would be necessary to preserve such holder's percentage interest in the equity of the Company on a fully diluted, as converted basis, as of the time immediately prior to such issuance. Each Offeree may accept the Company's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid twenty (20) day period, in which event the Company shall promptly sell and such Offeree shall buy, upon the terms specified, the number of securities agreed to be purchased by such Offeree. The Company shall be free at any time after the end of the aforesaid twenty (20) day period and prior to ninety (90) days after the date of its notice of offer to the Offerees, to offer and sell to any third party or parties the number of such securities not agreed by the Offerees to be purchased by them, at a price and on payment terms no less favorable to the Company than those specified in such notice by giving written notice of offer to the Company specifying the amount of New Securities to be purchased by the BuyerOfferees. In the event the Company has However, if such third party sale or sales are not sold consummated within such New Securities to the New Person within 15 Trading Days after notice thereof to the Buyerninety (90) day period, the Company shall not thereafter issue or sell any New Securities to any New Person such securities as shall not have been purchased within such period without first again complying with this SectionSection 3.1. “New Securities” shall mean any shares of Common Stock, preferred stock or any other equity securities The obligations of the Company or securities convertible or exchangeable for equity securities under this Section 3.1 shall terminate upon the completion of a Qualified Public Offering. Notwithstanding anything contained in this Agreement to the Companycontrary, provided, however, that New Securities shall the written notice of an offer to purchase newly issued shares to which a participation right applies (as provided in the preceding paragraph) need not include, (i shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of be given prior to the date hereof, (ii) purchase by the party intending to purchase the newly issued shares, options or warrants provided such offer is sent within five (5) days thereafter and remains open for Common Stock granted a twenty (20) day period from the receipt thereof, and further provided that the Company has set aside a number of shares sufficient to officers, directors, consultants and employees satisfy the obligations 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 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 prohibited from selling any New Securities to any New Person until it fully complies herewiththis section.

Participation Rights. For a period of 24 25 months from the date of this Agreement Commencement Date (unless sooner terminated) and except as provided below in this Section 4(h), the Company hereby grants to the Buyer 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 5 Trading Days prior to the execution of any definitive documentation relating to the sale of any New Securities to any person persons or entity entities 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 transaction, describing each of the New Person Persons 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 equal amount up to 25% of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer, provided, however, that the Buyer shall not have the right to purchase any such New Securities or portion thereof, if the number of New Persons purchasing 100% of such New Securities as specified on such notice, consists of two (2) or fewer entities. In the event the Company has not sold such New Securities to the New Person Persons within 15 10 Trading Days after notice thereof to the Buyer, the Company shall not thereafter issue or sell any New Securities to any New Person Persons without first again complying with this Section. “"New Securities” " shall mean any shares of 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 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 directors and employees and consultants of the Company pursuant to stock option 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 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 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 ContractCompany. 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For a period of 24 40 months from the date of this Agreement unless sooner terminatedAgreement, the Company hereby grants to the Buyer 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 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 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 amount to 25% of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the 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 New Securities up to a maximum of $5 million. In the event the Company has not sold such New Securities to the New Person within 15 30 Trading Days after notice thereof to the Buyer, the Company shall 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 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 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 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 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 ContractCompany. 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For a period From the date hereof until the later of 24 months (i) the Maturity Date and (ii) one year from the date of this Agreement unless sooner terminatedhereof, the Company hereby grants to the Buyer 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 5 Trading 3 Business Days prior to the execution of any definitive documentation relating to the sale of any New Securities to any person persons or entity entities other than the Buyer Investor or an Affiliate of the Buyer Investor (a “New Person”), the Company shall deliver written notice to Buyer Investor of its intent to enter into any such transaction, describing each of the New Person Persons and the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer Investor shall have 15 Trading 3 Business Days after receipt of such notice to purchase an equal amount up to 50% of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the BuyerInvestor. In the event the Company has not sold such New Securities to the New Person Persons within 15 Trading 30 Business Days after notice thereof to the BuyerInvestor, the Company shall not thereafter issue or sell any New Securities to any New Person Persons without first again complying with this Section. “New Securities” shall mean any shares of Common Stock, preferred stock or any other equity securities of the Company or securities convertible or exchangeable for equity securities of the CompanyCommon Stock Equivalents, provided, however, that New Securities shall not include, (i 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 directors and employees and consultants of the Company pursuant to stock option 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 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 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 ContractCompany. The Buyer 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 Buyer Investor as provided herein. Otherwise the Company shall be prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For a period of 24 30 months from the date of this Agreement unless sooner terminatedAgreement, the Company hereby grants to the Buyer 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 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 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 20 Trading Days after receipt of such notice to purchase an equal amount 50% of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 15 10 Trading Days after notice thereof to the Buyer, the Company shall 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 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 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 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 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 ContractCompany. 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For a period of 24 months from the date of this Agreement unless sooner terminatedAgreement, the Company hereby grants to the Buyer 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 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 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 equal amount of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 15 10 Trading Days after notice thereof to the Buyer, the Company shall 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 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 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 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 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 ContractCompany. 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For a period of 24 months from the date of this Agreement unless sooner terminatedAgreement, the Company hereby grants to the Buyer 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 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 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 10 Trading Days after receipt of such notice to purchase an equal amount of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 15 10 Trading Days after notice thereof to the Buyer, the Company shall 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 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 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 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 company or 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 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 non-affiliates as compensation for bona fide services not in connection with the restructuring of any Prior Contractfinancing 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For so long as the Note 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 period “Rights Notice”) the Purchaser of 24 months 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 “Financing 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 from the date of this Agreement unless sooner terminatedthe 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 Purchaser an option (the “Rights Option”) during the five (5) business days following delivery of the Rights Notice (the “Option Period”) to inform the Company hereby grants to whether the Buyer 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 right to participate 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 any a New Securities (as defined below) that Financing. If 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 execution does not receive notice of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate exercise of the Buyer (a “New Person”)Rights Option from the Purchaser within the Option Period, the Company shall deliver written notice have the right to Buyer of its intent to enter into any such transaction, describing close 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 equal amount of such New Securities or any portion thereof, at the price and Financing on the scheduled closing date with a third party; provided that all of the material terms specified in such notice by giving written notice and conditions of the closing are substantially the same as those provided to the Company specifying Purchasers in the amount Rights Notice. If the closing of the proposed New Securities to be purchased by Financing does not occur on that date, any closing of the Buyer. In the event the Company has not sold such contemplated New Securities to the New Person within 15 Trading Days after notice thereof to the Buyer, the Company shall 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 Common Stock, preferred stock Financing or any other equity securities New Financing shall be subject to all of the Company or securities convertible or exchangeable for equity securities provisions of this Section 3.24, including, without limitation, the Company, provided, however, that New Securities delivery of a new Rights Notice. The provisions of this Section 3.24 shall not includeapply to issuances of securities in a Exempt Issuance (as defined in the Notes). The Company shall be deemed to have, (i shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of on the date hereof, (ii) shares, options or warrants for Common Stock granted delivered to officers, directors, consultants the Purchaser a Rights Notice with respect to the New Financings described on Schedule 3.21 hereto and employees of the Purchaser has notified the Company pursuant that it has elected not 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 participate in such 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 prohibited from selling any New Securities to any New Person until it fully complies herewithFinancings.

Participation Rights. For a period of 24 30 months from the date of this Agreement unless sooner terminatedAgreement, the Company hereby grants to the Buyer 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 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 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 10 Trading Days after receipt of such notice to purchase an equal amount up to 25% of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 15 10 Trading Days after notice thereof to the Buyer, the Company shall 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 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 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 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 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 ContractCompany. 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For a period of 24 months from the date of this Agreement unless sooner terminatedAgreement, the Company hereby grants to the Buyer 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 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 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 20 Trading Days after receipt of such notice to purchase an equal amount up to 25% of such New Securities or any portion thereofSecurities, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 15 10 Trading Days after notice thereof to the Buyer, the Company shall 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 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 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 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 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 ContractCompany. 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.

Participation Rights. For a period of 24 12.5 months from the date of this Agreement unless sooner terminatedAgreement, the Company hereby grants to the Buyer 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 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 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 10 Trading Days after receipt of such notice to purchase an equal amount 12.5% of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 15 10 Trading Days after notice thereof to the Buyer, the Company shall 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 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 i) shares of Common Stock issuable upon conversion or 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, consultants 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 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 ContractCompany. 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 prohibited from selling any New Securities to any New Person until it fully complies herewith.