Common use of Additional Equity Capital; Right of First Offer Clause in Contracts

Additional Equity Capital; Right of First Offer. During the period ----------------------------------------------- beginning on the date hereof and ending 180 days following the Closing Date (the "Lock-Up Period"), the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority in-interest of the Warrant Shares, contract with any party to obtain additional financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, are issued (including any debt financing with an equity component) (a "Future Offering"). In addition, the Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, unless it shall have first delivered to Purchaser so long as the Purchaser owns any Securities, at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Purchaser, an option during the ten (10) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering. During the Lock-up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant, the Company will not issue any securities subject to the Registration Statement, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten (10) business day period following the delivery of such notice to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary public offering (other than pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both of the employment agreements referred to in the last sentence of Section 4(v) hereof will be permitted at any time after the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant (the limitations referred to in

Additional Equity Capital; Right of First Offer. During The Company agrees that, during the period ----------------------------------------------- beginning on the date hereof and ending 180 days following on that date on which the Purchasers no longer own twenty percent (20%) or more of the Preferred Shares purchased at the First Closing Date (the "LockLOCK-Up PeriodUP PERIOD"), the Company it will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) holders of Warrants having a majority in-interest of the Warrant SharesPreferred Shares purchased at the First Closing, contract with any other party to obtain additional financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, securities are issued (including any debt financing with an equity component) (a "Future OfferingFUTURE OFFERINGS"). In addition; provided, however, the limitation contained in this sentence shall not apply to any transaction if at the time of such transaction the aggregate number of Conversion Shares issuable on conversion of Preferred Shares issued at the First Closing is less than twenty percent (20%) of the average daily trading volume for shares of Common Stock on the principal exchange or market on which such shares are traded for the ten (10) trading days immediately preceding the date of such determination. The Company agrees from the date of this Agreement until the end of the Lock-Up Period it will not conduct any Future Offering during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, unless it shall have first delivered to each Purchaser so long as the Purchaser owns any Securities, at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Purchasereach Purchaser and its affiliates, an option during the ten (10) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering. During the Lock-up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant, the Company will not issue any securities subject to the Registration Statement, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten (10) business day period following the delivery of such notice to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary public offering (other than pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both of the employment agreements referred to in the last sentence of Section 4(v) hereof will be permitted at any time after the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant Offering (the limitations referred to inin this and the immediately preceding sentence are collectively referred to as the "CAPITAL RAISING LIMITATIONS"). The Capital Raising Limitations shall not apply to any transaction involving issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition of a business, product or license by the Company, provided such shares are not covered by an effective registration statement within one year of the date of consummation thereof. The Capital Raising Limitations also shall not apply to (i) the issuance of securities pursuant to an underwritten public offering, (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, or (iii) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option, bonus plan or restricted stock plan for the benefit of the Company's employees, consultants or directors pursuant to plans approved by a majority of the Board of Directors who are not officers of the Company or a majority of the Board's compensation committee, if any. The "APPLICABLE PORTION" shall mean a fraction, the numerator of which is the number of Units purchased by such Purchaser hereunder and the denominator of which is the total number of Units purchased by all of the Purchasers hereunder.

Additional Equity Capital; Right of First Offer. During Subject to the period ----------------------------------------------- beginning on the date hereof and ending 180 days following the Closing Date (the "Lock-Up Period")exceptions described below, the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority majority-in-interest of the Warrant SharesBuyers, negotiate or contract with any party to obtain additional financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one equivalent financing (1including debt financing with an equity component) year after during the period (the "Lock-up Period") beginning on the Closing DateDate and ending on the date which is one hundred twenty (120) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective (plus any days in which sales cannot be made thereunder). In addition, are issued subject to the exceptions described below, if the Company wishes to obtain equity or equity-equivalent financing (including any debt financing with an equity component) (a "Future OfferingFinancings"). In addition, the Company will not conduct any Future Offering ) during the period beginning on the date hereof Closing Date and ending 180 days twelve (12) months following the expiration of date the Lock-Up PeriodRegistration Statement is declared effective (plus any days in which sales cannot be made thereunder), unless it shall have first delivered deliver to Purchaser so long as the Purchaser owns any Securitieseach Buyer, at least ten fifteen (1015) business days prior to the closing of offering such Future OfferingFinancing to any other Person (as defined in Article IV.B of the Certificate of Designation), written notice describing the proposed Future OfferingFinancing, including the terms and conditions thereof, and providing the PurchaserBuyers shall have the exclusive right to negotiate, an option and the Company shall negotiate in good faith with the Buyers, during the ten (10) business day period following delivery of such notice, to provide such Future Financing on terms acceptable to the Company; provided, however, that if the Company and the Buyers are unable to agree on such terms during such period, the Company shall have the right to negotiate and contract with any other Person to obtain such Future Financing, provided that the terms of such Future Financing are no less favorable to the Company than those terms proposed in such written notice (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "Capital Raising Limitations"). In the event the terms and conditions of a proposed Future Financing are amended in any material respect on terms which are less favorable to the Company after delivery of the notice to purchase up the Buyers concerning the proposed Future Financing, the Company shall deliver a new notice to each Buyer describing the Applicable Portion (as defined below) amended terms and conditions of the securities being offered in proposed Future Financing and each Buyer thereafter shall have the exclusive right during the ten (10) day period following delivery of such new notice to provide such Future Offering Financing on the same terms as contemplated by such proposed Future Offering. During the Lock-up Period and during the 180 day period following the Mandatory Exercise DateFinancing, as such term is defined in the Series B Warrant, the Company will not issue any securities subject amended. The foregoing sentence shall apply to the Registration Statement, except for the Securities, unless it shall have first delivered successive amendments to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten of any proposed Future Financing. The Capital Raising Limitations shall not apply to any transaction involving: (10i) business day period following the delivery issuances of such notice to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary firm commitment underwritten public offering (other than excluding a continuous offering pursuant to registration rights arising Rule 415 under obligations existing the 0000 Xxx); (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product, asset or license by the Company; or (iii) the sale by the Company of up to Fifteen Million Dollars ($15,000,000) of Common Stock to entities controlled by or affiliated with [*****] (collectively, the "[*****] Entities"), provided that such sale referenced in this clause (iii) is consummated in a private placement closing simultaneous with or within thirty (30) days after the Closing at a price per share of not less than eighty percent (80%) of the market price of the Common Stock on the Closing Date and disclosed date of issuance, provided, further, that the Company shall not be permitted to file a registration statement with respect to the resale of such Common Stock by the purchaser referenced in this clause (iii) thereof for at least one hundred eighty (180) days after the date on Schedule 3(d) heretowhich the Registration Statement required to be filed pursuant to the Registration Rights Agreement has been declared effective (plus any days in which sales cannot be made thereunder). The Capital Raising Limitations also shall not apply to the issuance of securities upon exercise or conversion of the Company's options, except for those arising warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option, restricted stock or other employee benefit plan approved by the employment agreements referred stockholders of the Company. Notwithstanding anything to the contrary in the last sentence Section 4(e), the [*****] Entities shall have the right to participate in the Future Financing, on a pro rata basis based upon the amount of Section 4(vsecurities purchased by the [*****] Entities in the transaction referenced in clause (iii) hereof; above, provided however that, in the event that registrations pursuant the [***] Entities choose not to registration rights arising under either or both exercise their right to participate in the Future Financing, then the Buyers shall have the right to provide the remaining portion of the employment agreements referred to in Future Financing not provided by the last sentence of Section 4(v) hereof will be permitted at any time after the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant (the limitations referred to in[*****] Entities.

Additional Equity Capital; Right of First Offer. During i. The Company agrees that during the period ----------------------------------------------- beginning on the date hereof and ending on the date which is 180 days following the Initial Closing Date (the "LockLOCK-Up PeriodUP PERIOD"), the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority in-interest of the Warrant SharesHCM, contract with any party to obtain additional financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after securities of the Closing Date, Company or a subsidiary of the Company are issued (including any debt financing with an equity component) (a "Future OfferingFUTURE OFFERINGS"). In additionNotwithstanding the foregoing, at any time during the Lock-Up Period, the Company may conduct a Future Offering (subject to the Purchasers' rights set forth in Section 4(j)(ii) below) so long as (i) in such Future Offering, the Company does not issue (A) any shares of Common Stock or securities exercisable or exchangeable for or convertible into shares of Common Stock (collectively, "CONVERTIBLE SECURITIES") at a price per share of Common Stock which is (I) less than the average Closing Price during the five (5) Trading Days ending on the Trading Day immediately preceding the date of issuance of such Common Stock or Convertible Securities or (II) subject to any future adjustments or resets; (B) any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio, or other comparable pricing mechanism and (ii) the Company does not grant to the investors in such Future Offering any common stock registration rights and/or public resale rights which are exercisable within one (1) year of the closing of such Future Offering. ii. The Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, unless it shall have first delivered to Purchaser so long as the Purchaser owns any SecuritiesPurchasers, at least ten five (105) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Purchaser, each Purchaser an option during the ten five (105) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering. During the Lock-up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant, the Company will not issue any securities subject to the Registration Statement, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten (10) business day period following the delivery of such notice to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary public offering (other than pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both of the employment agreements referred to in the last sentence of Section 4(v) hereof will be permitted at any time after the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant Offering (the limitations referred to inin this sentence and in Section 4(j)(i) are collectively referred to as the "CAPITAL RAISING LIMITATIONS"); provided, however, a Purchaser shall not be entitled to purchase securities in connection with a Future Offering to the extent that the purchase price of such securities exceeds the sum of such Purchaser's Initial Investment Amount and Optional Investment Amount. The Capital Raising Limitations shall not apply to any transaction involving issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply in the event that the Purchasers beneficially own, in the aggregate, less than three percent (3%) of the outstanding Shares of Common Stock, nor to (i) the issuance of securities pursuant to an underwritten public offering, (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or (iii) the grant of additional options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, stock purchase or restricted stock plan for the benefit of the Company's employees, consultants or directors. The "APPLICABLE PORTION" shall mean a fraction, the numerator of which is such Purchaser's Investment Amount and the denominator of which is the aggregate Investment Amount of all the Purchasers.

Additional Equity Capital; Right of First Offer. During The Company agrees that during the period ----------------------------------------------- beginning on the date hereof and ending 180 ninety (90) days following the later of (i) the Closing Date and (ii) the date of the Additional Closing, if any (the "LockLOCK-Up PeriodUP PERIOD"), the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(sPurchasers (or their designated agents) holding at least two thirds (2/3rds) of Warrants having a majority in-interest of the Warrant then outstanding Preferred Shares, issue or sell or contract with any party to obtain additional financing in which issue or sell any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one Below Market Security (1) year after the Closing Date, are issued (including any debt financing with an equity componentas defined below) (a "Future OfferingFUTURE OFFERINGS"). In addition, the Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 days following the expiration later of (i) the Lock-Up PeriodClosing Date and (ii) the Additional Closing, if any, unless it shall have first delivered to each Purchaser so long as the Purchaser owns any Securities, at least ten five (105) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Purchasereach Purchaser and its affiliates, an option during the ten five (105) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) of the securities Below Market Securities being offered in the Future Offering on the same terms as contemplated by such Future OfferingOffering (the limitations referred to in this and the immediately preceding sentence are collectively referred to as the "CAPITAL RAISING LIMITATIONS"). During The Capital Raising Limitations shall not apply to the Lock-up Period and during sale of Preferred Shares at the 180 day period following Additional Closing, if any, on the Mandatory Exercise Dateterms set forth herein or to any transaction involving issuances of securities in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors. The Capital Raising Limitations also shall not apply to (i) the issuance of securities pursuant to an underwritten public offering, (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as such term is defined in of the Series B Warrantdate hereof or (iii) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees, directors or consultants. The "APPLICABLE PORTION" shall mean the product of (i) a fraction, the Company will not issue any securities subject to numerator of which is the Registration Statement, except for number of Preferred Shares purchased by such Purchaser hereunder and the Securities, unless it shall have first delivered to denominator of which is the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance total number of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten (10) business day period following the delivery of such notice to purchase any or Preferred Shares purchased by all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary public offering Purchasers hereunder (other than pursuant to registration rights arising under obligations existing including Preferred Shares issued on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both date of the employment agreements referred to in Additional Closing, if any). "BELOW MARKET SECURITIES" shall mean any Common Stock or any security of the last sentence Company which is convertible into or exercisable or exchangeable for Common Stock and which is sold at a "gross selling price per share" of Section 4(v) hereof will be permitted at any time after Common Stock which is less than the termination average of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, Closing Bid Prices (as such term is defined in the Series B Warrant Certificate of Designations) for the five (5) trading days immediately preceding the limitations referred date of issuance of such security, where the price per share of Common Stock for any security convertible into or exchangeable or exercisable for Common Stock shall be determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for issuance or sale of such security, plus the minimum aggregate amount of additional consideration, if any, payable to inthe Company upon the exercise, conversion or exchange thereof by (ii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of such security.

Additional Equity Capital; Right of First Offer. During (i) The Company agrees that during the period ----------------------------------------------- beginning on the date hereof and ending on the date which is 90 days following the First Closing Date (the "Initial Lock-Up Period"), the Company will not, without the prior written consent of the Purchaser or Purchaser's agent, which consent shall not be unreasonably withheld, contract with any party to obtain additional financing in which any equity or equity-linked securities are issued (including any debt financing with an equity component) ("Future Offerings"). In addition, the Company agrees that during the period beginning upon the termination of the Initial Lock-Up Period and ending on the date which is 180 days following the First Closing Date (the "Subsequent Lock-up Period" and, together with the Initial Lock-Up Period, the "Lock-Up Period"), the Company will not, without the prior written consent of the Purchaser so long as or the Purchaser owns Purchaser's agent, which consent will not be unreasonably withheld, conduct any Securities and, without duplication, holders(s) of Warrants having a majority in-interest of the Warrant Shares, contract with any party to obtain additional financing in which any equity or equity-linked securities, Future Offering having common stock registration rights and/or public resale rights effective within one (1) year 270 days after the First Closing Date. For the avoidance of doubt, the Company may conduct a Future Offering during the Subsequent Lock-Up Period in which the Future Offering has common stock registration rights and/or public resale rights effective after 270 days after the First Closing Date. Notwithstanding anything in this Section 4(e)(i) to the contrary, at any time during the Subsequent Lock-Up Period, the Company may conduct a Future Offering (subject to the Purchaser's rights set forth in Section 4(e)(ii) below) consisting solely of (A) Common Stock or (B) Common Stock and warrants to purchase shares of common Stock (the "Future Offering Warrants"), so long as (x) the shares of Common Stock are issued sold for a price per share which is not less than 90% of the Closing Bid Price (including any debt financing with an equity componentas defined in the Debentures) (and not subject to any future adjustments or resets) of the Common Stock on the trading day immediately preceding the day of such sale, (y) the Future Offering Warrants cannot be exercised for a "number of shares of Common Stock in excess of 20% (and not subject to any future adjustments or resets) of the number of shares of Common Stock sold in the Future Offering", and (z) the exercise price of the Future Offering Warrants is not less than the Closing Bid Price of the Common Stock on the trading day immediately preceding the day of such sale (and not subject to any future adjustments or resets). In addition, the . (ii) The Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, unless it shall have first delivered to Purchaser so long as the Purchaser owns any SecuritiesPurchaser, at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Purchaser, Purchaser an option during the ten (10) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering. During the Lock-up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant, the Company will not issue any securities subject to the Registration Statement, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten (10) business day period following the delivery of such notice to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary public offering (other than pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both of the employment agreements referred to in the last sentence of Section 4(v) hereof will be permitted at any time after the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant Offering (the limitations referred to inin this sentence and in Section 4(e)(i) are collectively referred to as the "Capital Raising Limitations"). The Capital Raising Limitations shall not apply to any transaction involving issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to (i) the issuance of securities pursuant to an underwritten public offering, (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or (iii) the grant of additional options or warrants, or the issuance of additional securities, under any duly authorized Company stock option or restricted stock plan for the benefit of the Company's employees or directors.

Additional Equity Capital; Right of First Offer. During Subject to the period ----------------------------------------------- beginning on the date hereof and ending 180 days following the Closing Date (the "Lock-Up Period")exceptions described below, the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities andRose Xxxx Xxxital Management, without duplication, holders(sL.P. ("RGC") of Warrants having a majority in-interest of the Warrant Shares, negotiate or contract with any party to obtain additional equity financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, are issued (including any debt financing with an equity component) that (i) involves (A) the issuance of Common Stock at a discount to the market price of the Common Stock on the date of issuance (taking into account the value of any warrants or options to acquire Common Stock issued in connection therewith) or (B) the issuance of convertible securities that are convertible into an indeterminate number of shares of Common Stock and (ii) allows for the public resale of such Common Stock (or the Common Stock issuable upon conversion or exercise of such securities), during the period (the "Future OfferingLOCK-UP PERIOD") beginning on the Closing Date and ending two hundred seventy (270) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective (plus any days in which sales cannot be made thereunder). In addition, subject to the exceptions described below, the Company will not conduct offer any Future Offering equity financing (including debt with an equity component) ("FUTURE OFFERINGS") during the period beginning on the date hereof Closing Date and ending 180 one hundred eighty (180) days following from the expiration of date the Lock-Up PeriodRegistration Statement is declared effective (plus any days in which sales cannot be made thereunder), unless it shall have first delivered to Purchaser so long as RGC written notice (the Purchaser owns any Securities, at least ten (10"NOTICE") business days prior stating its bona fide intention to the closing of offer such Future Offering, written notice describing the proposed Future Offering, including the material terms and conditions thereof, and providing the Purchaser, RGC an option during the ten (10) business day period following delivery of such notice Notice (the "OFFER PERIOD") to purchase up to the Applicable Portion (as defined below) of the securities being to be offered in the Future Offering on the same terms as contemplated by such Future Offeringset forth in the Notice (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "CAPITAL RAISING LIMITATIONS"). During the Lock-up Period and The Company may, during the 180 60-day period following the Mandatory Exercise Dateexpiration of the Offer Period, as offer any portion of such term is defined Future Offering which have not been subscribed for by RGC pursuant to the preceding sentence, to any person or persons on terms no more favorable to the offeree than those specified in the Series B WarrantNotice. If the Company does not enter into a definitive agreement for the proposed Future Offering set forth in the Notice within such 60-day period, the Company will right provided hereunder shall be deemed to be revived and such Future Offering shall not issue any securities subject be offered unless first re-offered to RGC in accordance herewith. In the Registration Statement, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including event the terms and conditions thereofof a proposed Future Offering are amended in any material respect after delivery of the Notice to RGC concerning the proposed Future Offering, the Company shall deliver a new Notice to RGC describing the amended terms and providing conditions of the Purchaser proposed Future Offering and RGC thereafter shall have an option during the ten (10) business day period following the delivery of such new notice to purchase any or all of the securities being offered on the same terms as contemplated by such offeringproposed Future Offering, as amended. In addition, The foregoing sentence shall apply to successive amendments to the Company will terms and conditions of any proposed Future Offering. The Capital Raising Limitations shall not register for sale apply to any transaction involving (i) issuances of its equity securities in a secondary firm commitment underwritten public offering (other than excluding a continuous offering pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising Rule 415 under the employment agreements referred 1933 Xxx) xx (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the last sentence disposition or acquisition of Section 4(v) hereof; provided however that registrations pursuant a business, product or license by the Company. The Capital Raising Limitations also shall not apply to registration rights arising under either the issuance of securities upon exercise or both conversion of the employment agreements referred Company's options, warrants or other convertible securities outstanding as of the date hereof or to in the last sentence grant of Section 4(v) hereof will be permitted at additional options or warrants, or the issuance of additional securities, under any time after Company stock option or restricted stock plan approved by a majority of the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant (the limitations referred to inCompany's disinterested directors.

Additional Equity Capital; Right of First Offer. During the period ----------------------------------------------- beginning on the date hereof and ending 180 days following the Closing Date (the "Lock-Up Period"), the The Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority in-interest of the Warrant Shares, contract with any party to obtain additional financing in which not conduct any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, are issued financing (including any debt financing with an equity component) (a "Future Offering"). In addition, the Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 two hundred seventy (270) calendar days following from the expiration of date hereof (the Lock-Up "Offer Period, ") unless it shall have first delivered to Purchaser so long as conducted good faith negotiations with the Purchaser owns any Securities, Buyer for at least ten twenty-one (1021) business days prior to sell to the closing of Buyer securities on such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing in such amounts that it intends to otherwise offer to a third party (the Purchaser, an option during "Offered Securities"). The Company shall have no obligation to sell the ten (10) business day period following delivery of such notice to purchase up Offered Securities to the Applicable Portion (as defined below) Buyer except pursuant to definitive purchase documentation mutually acceptable to the Company and the Buyer in their sole discretion. If the Company and the Buyer fail to reach an agreement with respect to the sale of all of the securities being offered in the Future Offering on the same terms as contemplated by Offered Securities within such Future Offering. During the Locktwenty-up Period and during the 180 one (21) day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrantperiod, the Company shall have forty-five (45) days from the expiration of such twenty-one (21) day period to sell or enter into an agreement (pursuant to which the sale of the remaining securities covered thereby shall be closed, if at all, within seventy-five (75) days (or up to 105 days with the consent of the Buyer, which consent will not issue any be unreasonably withheld) from the date of said agreement) to sell an aggregate amount of securities subject not to exceed the amount of Offered Securities offered to the Registration Statement, except for the Securities, unless it shall have first delivered Buyer at a price and upon general terms no more favorable in any material respect to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10purchaser(s) business days prior of such securities than those last offered to the proposed issuance of Buyer by the Company. If the Company has not so sold such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser securities or entered into an option during the ten agreement to sell such securities within said forty-five (1045) business day period following (or sold and issued such remaining securities in accordance with the delivery foregoing within seventy-five (75) days from the date of such notice to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In additionsaid agreement), the Company will shall not register for sale thereafter conduct any of its equity securities in a secondary public offering financing (other than pursuant to registration rights arising under obligations existing on including debt with an equity component) during the Closing Date Offer Period without first conducting good faith negotiations with the Buyer as provided above (the transactions and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements limitations referred to in this and the last sentence immediately preceding sentences in this Section 4(e) are each collectively referred to as the "Capital Raising Transactions" and "Capital Raising Limitations," respectively). The Capital Raising Transactions and Limitations shall not apply to any transaction involving the Company's commercial banking or vendor financing arrangements or issuances of Section 4(v) hereof; provided however that registrations pursuant securities in connection with a merger, consolidation or sale or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to registration rights arising under either raise equity capital), or both in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by current or former employees, consultants, franchisees, customers or directors. The Capital Raising Transactions and Limitations also shall not apply to the issuance of securities in underwritten public offerings or the issuance of securities or the incurrence of indebtedness by a subsidiary of the employment agreements referred Company or upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to in the last sentence grant of Section 4(v) hereof will be permitted at options, warrants or other securities to employees, former employees, consultants, franchisees, customers, directors and affiliates under any time after the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant (the limitations referred to inCompany stock option or restricted stock plan.

Additional Equity Capital; Right of First Offer. During The Company agrees that during the period ----------------------------------------------- beginning on the date hereof and ending on the date which is 180 days following the Closing Date (the "Lock-Up Period"), the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority in-interest of the Warrant Shareseach Purchaser, contract with any party to obtain additional financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, securities are issued (including any debt financing with an equity component) (a "Future OfferingOfferings"). In addition, the Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, unless it shall have first delivered to Purchaser so long as the Purchaser owns any Securitieseach Purchaser, at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Purchaser, each Purchaser and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering. During the Lock-up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant, the Company will not issue any securities subject to the Registration Statement, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten (10) business day period following the delivery of such notice to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary public offering (other than pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both of the employment agreements referred to in the last sentence of Section 4(v) hereof will be permitted at any time after the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant Offering (the limitations referred to inin this and the immediately preceding sentence are collectively referred to as the "Capital Raising Limitations"); provided, however, that in the event more than one Purchaser desires to purchase such securities, the interested Purchasers may allocate such Future Offering among themselves by agreement among such Purchasers or, in the event such Purchasers cannot reach an agreement in such period, such Future Offering shall be allocated among them on a pro rata basis equal to the percentage each such Purchaser's Purchase Price bears to the sum of the Purchase Prices of such interested Purchasers. The Capital Raising Limitations shall not apply to any transaction involving issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to (i) the issuance of securities pursuant to a firm commitment public offering, (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or (iii) the grant of additional options or warrants, or the issuance of additional securities, under any duly authorized Company stock option or restricted stock plan for the benefit of the Company's employees or directors.

Additional Equity Capital; Right of First Offer. During The Company agrees that, during the period ----------------------------------------------- beginning on the date hereof and ending 180 days following on that date on which the Purchasers no longer own twenty percent (20%) or more of the Preferred Shares purchased at the First Closing Date (the "LockLOCK-Up PeriodUP PERIOD"), the Company it will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) holders of Warrants having a majority in-interest of the Warrant Preferred Shares, contract with any other party to obtain additional financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, securities are issued (including any debt financing with an equity component) (a "Future OfferingFUTURE OFFERINGS"). In addition; provided, however, the limitation contained in this sentence shall not apply to any transaction if at the time of such transaction the aggregate number of Conversion Shares issuable on conversion of Preferred Shares is less than twenty percent (20%) of the average daily trading volume for shares of Common Stock on the principal exchange or market on which such shares are traded for the ten (10) trading days immediately preceding the date of such determination. The Company agrees from the date of this Agreement until the end of the Lock-Up Period it will not conduct any Future Offering during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, unless it shall have first delivered to each Purchaser so long as the Purchaser owns any Securities, at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Purchasereach Purchaser and its affiliates, an option during the ten (10) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering. During the Lock-up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant, the Company will not issue any securities subject to the Registration Statement, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten (10) business day period following the delivery of such notice to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary public offering (other than pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both of the employment agreements referred to in the last sentence of Section 4(v) hereof will be permitted at any time after the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant Offering (the limitations referred to inin this and the immediately preceding sentence are collectively referred to as the "CAPITAL RAISING LIMITATIONS"). The Capital Raising Limitations shall not apply to any transaction involving issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition of a business, product or license by the Company, provided such shares are not covered by an effective registration statement within one year of the date of consummation thereof. The Capital Raising Limitations also shall not apply to (i) the issuance of securities pursuant to an underwritten public offering, (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, or (iii) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option, bonus plan or restricted stock plan for the benefit of the Company's employees, consultants or directors pursuant to plans approved by a majority of the Board of Directors who are not officers of the Company or a majority of the Board's compensation committee, if any. The "APPLICABLE PORTION" shall mean a fraction, the numerator of which is the number of Units purchased by such Purchaser hereunder and the denominator of which is the total number of Units purchased by all of the Purchasers hereunder.

Additional Equity Capital; Right of First Offer. During Subject to the period ----------------------------------------------- beginning on the date hereof and ending 180 days following the Closing Date (the "Lock-Up Period")exceptions described below, the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority majority-in-interest of the Warrant SharesBuyers, negotiate or contract with any party to obtain additional financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one equivalent financing (1including debt financing with an equity component) year after during the period (the "LOCK-UP PERIOD") beginning on the Closing DateDate in respect of the First Closing and ending on the date which is one hundred twenty (120) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective (plus any days in which sales cannot be made thereunder). In addition, are issued subject to the exceptions described below, if the Company wishes to obtain equity or equity-equivalent financing (including any debt financing with an equity component) (a "Future OfferingFUTURE FINANCINGS"). In addition, the Company will not conduct any Future Offering ) during the period beginning on the date hereof Closing Date in respect of the First Closing and ending 180 days twelve (12) months following the expiration of date the Lock-Up PeriodRegistration Statement is declared effective (plus any days in which sales cannot be made thereunder), unless it shall have first delivered deliver to Purchaser so long as the Purchaser owns any Securitieseach Buyer, at least ten fifteen (1015) business days prior to the closing of offering such Future OfferingFinancing to any other Person (as defined in Article IV.B of the Certificate of Designation), written notice describing the proposed Future OfferingFinancing, including the terms and conditions thereof, and providing the PurchaserBuyers shall have the exclusive right to negotiate, an option and the Company shall negotiate in good faith with the Buyers, during the ten (10) business day period following delivery of such notice, to provide such Future Financing on terms acceptable to the Company; provided, however, that if the Company and the Buyers are unable to agree on such terms during such period, the Company shall have the right to negotiate and contract with any other Person to obtain such Future Financing, provided that the terms of such Future Financing are no less favorable to the Company than those terms proposed in such written notice (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "CAPITAL RAISING LIMITATIONS "). In the event the terms and conditions of a proposed Future Financing are amended in any material respect on terms which are less favorable to the Company after delivery of the notice to purchase up the Buyers concerning the proposed Future Financing, the Company shall deliver a new notice to each Buyer describing the Applicable Portion (as defined below) amended terms and conditions of the securities being offered in proposed Future Financing and each Buyer thereafter shall have the exclusive right during the ten (10) day period following delivery of such new notice to provide such Future Offering Financing on the same terms as contemplated by such proposed Future Offering. During the Lock-up Period and during the 180 day period following the Mandatory Exercise DateFinancing, as such term is defined in the Series B Warrant, the Company will not issue any securities subject amended. The foregoing sentence shall apply to the Registration Statement, except for the Securities, unless it shall have first delivered successive amendments to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten of any proposed Future Financing. The Capital Raising Limitations shall not apply to any transaction involving: (10i) business day period following the delivery issuances of such notice to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary firm commitment underwritten public offering (other than excluding a continuous offering pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising Rule 415 under the employment agreements referred 0000 Xxx); or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the last sentence disposition or acquisition of Section 4(v) hereof; provided however that registrations pursuant a business, product, asset or license by the Company. The Capital Raising Limitations also shall not apply to registration rights arising under either the issuance of securities upon exercise or both conversion of the employment agreements referred Company's options, warrants or other convertible securities outstanding as of the date hereof or to in the last sentence grant of Section 4(v) hereof will be permitted at additional options or warrants, or the issuance of additional securities, under any time after Company stock option, restricted stock or other employee benefit plan approved by the termination stockholders of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant (the limitations referred to inCompany.

Additional Equity Capital; Right of First Offer. During Subject to the period ----------------------------------------------- beginning on the date hereof and ending 180 days following the Closing Date (the "Lock-Up Period")exceptions described below, the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority majority-in-interest of the Warrant SharesBuyers, negotiate or contract with any party to obtain additional financing in which any equity or equity-linked securities, having common stock equivalent financing (including debt financing with an equity component) pursuant to which the Company grants registration rights and/or or public resale rights effective with respect to any Common Stock issued or issuable in connection therewith (including Common Stock issuable upon conversion, exercise or otherwise of any instrument issued or issuable in such financing) which registration or public resale rights are to take effect within one twelve (112) year after months of the Closing Date, are issued during the period (the "Lock-Up Period") beginning on the Closing Date and ending on the date which is the later of (i) one hundred eighty (180) days from the Closing Date and (ii) ninety (90) days from the date the Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement is declared effective; provided that the foregoing restriction shall not apply to (i) a financing by the Company involving the issuance of securities (including Common Stock or securities convertible or exercisable into shares of Common Stock) the proceeds of which are used for the purpose of purchasing or redeeming the 1,766,245 shares of Common Stock of the Company held by General Electric Capital Corporation, which financing is not primarily for the purpose of raising equity capital (a AGECC Transaction@) or (ii) issuances of warrants to Banque Paribas in connection with the financing of the proposed acquisition by the Company of Grizzard Advertising Incorporated (the ABank Warrants@). In additiox, xxxxxct to the exceptions described below, the Company will not negotiate or contract with any party to obtain equity or equity-equivalent financing (including debt financing with an equity component) (a "Future OfferingOfferings"). In addition, the Company will not conduct any Future Offering ) during the period beginning on the date hereof Closing Date and ending 180 one hundred eighty (180) days following from the expiration end of the Lock-Up Period, unless it shall have first delivered to Purchaser so long as the Purchaser owns any Securitieseach Buyer, at least ten fifteen (1015) business days prior to the closing of offering such Future OfferingOffering to any other Person (as defined in Article IV.B of the Certificate of Designation), written notice describing the proposed Future Offering, including the terms and conditions thereofthereof and proposed definitive documentation to be entered into in connection therewith, and providing the Purchaser, each Buyer an option during the ten (10) business day period following delivery of such notice to purchase up to its pro rata share (based on the Applicable Portion (as defined belowratio that the number of Preferred Shares purchased by it hereunder bears to the aggregate number of Preferred Shares purchased hereunder) of the securities being offered in the Future Offering on the same terms as contemplated by such Future OfferingOffering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "Capital Raising Limitations"). During the LockIf one or more Buyers choose not to purchase all or any portion of their pro rata share (a ANon-up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B WarrantParticipation Election@), the Company other Buyers will not issue any securities subject be provided the option to the Registration Statementpurchase, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least a period of ten (10) business days prior to after receipt of written notice from the proposed issuance Company of a Non-Participation Election the portion of such Securitiesnon-participating Buyer=s or Buyers=, written notice describing as the case may be, pro rata share or shares which such Buyer or Buyers chose not to purchase. In the event that the Buyers do not purchase all of the shares in the proposed transaction, including the Company may complete such transaction with such other Person, provided that such transaction is consummated within sixty (60) days and on the same material terms and conditions as originally proposed. In the event the terms and conditions thereofof a proposed Future Offering are amended in any respect after delivery of the notice to the Buyers concerning the proposed Future Offering, the Company shall deliver a new notice to each Buyer describing the amended terms and providing conditions of the Purchaser proposed Future Offering and each Buyer thereafter shall have an option during the ten (10) business day period following the delivery of such new notice to purchase any or all its pro rata share of the securities being offered on the same terms as contemplated by such offeringproposed Future Offering, as amended. In addition, The foregoing sentence shall apply to successive amendments to the Company will terms and conditions of any proposed Future Offering. The Capital Raising Limitations shall not register for sale apply to any transaction involving (i) issuances of its equity securities in a secondary firm commitment underwritten public offering (other than excluding a continuous offering pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising Rule 415 under the employment agreements referred 1933 Act), (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the last sentence disposition or acquisition of Section 4(va business, product or license by the Company, (iii) hereof; provided however that registrations pursuant a GECC Transaction or (iv) the Bank Warrants. The Capital Raising Limitations also shall not apply to registration rights arising under either the issuance of securities upon exercise or both conversion of the employment agreements referred Company's options, warrants or other convertible securities outstanding as of the date hereof or to in the last sentence grant of Section 4(v) hereof will be permitted at additional options or warrants, or the issuance of additional securities, under any time after Company stock option or restricted stock plan approved by the termination stockholders of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant (the limitations referred to inCompany.

Additional Equity Capital; Right of First Offer. During Subject to the period ----------------------------------------------- beginning on the date hereof and ending 180 days following the Closing Date (the "Lock-Up Period")exceptions described below, the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority majority-in-interest of the Warrant SharesBuyers, negotiate or contract with any party to obtain additional equity financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, are issued (including any debt financing with an equity component), during the period (the "LOCK-UP PERIOD") beginning on the Closing Date with respect to the First Closing and ending ninety (a "Future Offering"90) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective (subject to extension for any days in which sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot be made pursuant to the Registration Statement (as defined in the Registration Rights Agreement) occurring after the date on which such Registration Statement is first declared effective by the SEC). In addition, subject to the exceptions described below and subject to the rights of first refusal set forth in (i) Section 4(g) of the Securities Purchase Agreement dated May 1, 2000 between the Company and the purchasers listed therein, (ii) Section 4(g) of the Securities Purchase Agreement dated August 28, 2000 between the Company and the purchasers listed therein and (iii) Section 4(g) of the Securities Purchase Agreement dated September 28, 2000 between the Company and the purchasers listed therein, the Company will not conduct any Future Offering equity financing (including debt with an equity component) ("FUTURE OFFERINGS") during the period beginning on the date hereof Closing Date with respect to the First Closing and ending 180 ninety (90) days following after the expiration end of the Lock-Up Period, up Period (subject to extension for any days in which sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement occurring after the date on which such Registration Statement is first declared effective by the SEC) unless it shall have first delivered to Purchaser so long as the Purchaser owns any Securitieseach Buyer, at least ten fifteen (1015) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereofthereof and proposed definitive documentation to be entered into in connection therewith, and providing the Purchaser, each Buyer an option during the ten (10) business day Trading Day period following delivery of such notice to purchase up its pro rata share (based on the ratio that the aggregate purchase price of the Preferred Stock purchased by it hereunder bears to the Applicable Portion (as defined belowaggregate purchase price of the Preferred Stock purchased hereunder) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering. During Offering (the Lock-up Period limitations referred to in this sentence and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant, the Company will not issue any securities subject preceding sentence are collectively referred to the Registration Statement, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to "CAPITAL RAISING LIMITATIONS"). In the proposed issuance of such Securities, written notice describing the proposed transaction, including event the terms and conditions thereofof a proposed Future Offering are amended in any respect after delivery of the notice to the Buyers concerning the proposed Future Offering, the Company shall deliver a new notice to each Buyer describing the amended terms and providing conditions of the Purchaser proposed Future Offering and each Buyer thereafter shall have an option during the ten (10) business day Trading Day period following the delivery of such new notice to purchase any or all its pro rata share of the securities being offered on the same terms as contemplated by such offeringproposed Future Offering, as amended. In additionThe foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Capital Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or (iii) issuance of securities in a private placement of Common Stock in which the Company will not register for sale any (A) raise between Fifteen Million Dollars {MI571764;1} 17 ($15,000,000) and Twenty Million Dollars ($20,000,000) (the "INVESTMENT AMOUNT"), (B) sell the Common Stock at a price per share no less than ninety percent (90%) of its equity securities in a secondary public offering (other than pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both of the employment agreements referred to in the last sentence of Section 4(v) hereof will be permitted at any time after the termination of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, Bid Price (as such term is defined in the Series B Warrant Certificates of Designation) on the date prior to the execution of such binding agreement evidencing such transaction (the limitations referred "PRIVATE PLACEMENT PURCHASE PRICE"), (C) issue to inthe purchaser of such Common Stock warrants (1) to purchase an aggregate number of shares of Common Stock not to exceed such number which is determined by multiplying 0.35 by the quotient of the Investment Amount divided by the Private Placement Purchase Price, (2) with an exercise price of no less than 130% of the Private Placement Purchase Price and (3) with a term of not more than three (3) years and (D) cause the purchasers of such securities to agree not to sell or engage in any direct or indirect transaction in the securities (including hedging transactions and short sales) prior to July 31, 2001 and (E) any Registration Statement covering the shares of Common Stock issued in such transaction is not filed prior to July 31, 2001. The Capital Raising Limitations also shall not apply to the issuance of securities upon exercise of conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the stockholders of the Company.

Additional Equity Capital; Right of First Offer. During Subject to the exceptions described below, the Company agrees that during the period ----------------------------------------------- (the "LOCK-UP PERIOD") beginning on the date hereof and ending on the date that is 180 days following after the Closing Date effective date of the Registration Statement (as defined in the "Lock-Up Period")Registration Rights Agreement) required pursuant to Section 2(a) of the Registration Rights Agreement, the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority in-interest of the Warrant SharesPurchaser, contract with any party to obtain additional financing in which any equity or equity-equity- linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, securities are issued (including any debt financing with an equity component) (a "Future OfferingFUTURE OFFERINGS"). In addition, the Company will not conduct any Future Offering during the 180-day period beginning on the date hereof and ending 180 days immediately following the expiration of the Lock-Up Period, unless it shall have first delivered to Purchaser so long as the Purchaser owns any SecuritiesPurchaser, at least ten (10) business 15 days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Purchaser, Purchaser and its affiliates an option during the ten (10) business ten-day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) all of the securities being offered in the Future Offering on the same terms as contemplated by such Future OfferingOffering (the limitations referred to in this and the immediately preceding sentence are collectively referred to as the "CAPITAL RAISING LIMITATIONS"). During The Capital Raising Limitations shall not apply to (i) any transaction involving issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the Lock-up Period and during the 180 day period following the Mandatory Exercise Dateprimary purpose of which is not to raise equity capital), or as such term is defined in the Series B Warrant, the Company will not issue any securities subject to the Registration Statement, except consideration for the Securitiesacquisition of a business, unless it shall have first delivered to product or license by the PurchaserCompany, so long as (ii) the Purchaser owns any Securities, at least ten (10) business days prior to the proposed issuance of such Securities, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Purchaser an option during the ten (10) business day period following the delivery of such notice securities pursuant to purchase any or all of the securities being offered on the same terms as contemplated by such offering. In addition, the Company will not register for sale any of its equity securities in a secondary firm commitment underwritten public offering (other than a continuous offering pursuant to registration rights arising under obligations existing on Rule 415 of the Closing Date and SEC), (iii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof and/or disclosed on Schedule 3(d3(c) hereto, except for those arising (iv) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both stockholders of the employment agreements referred to Company, (v) the issuance of Common Stock or securities convertible into or exchangeable for Common Stock in a private placement by the last sentence of Section 4(vCompany (A) hereof will be permitted at any time after the termination of such agreements) at any time during that is consummated within the Lock-Up Period Period, and during (B) wherein the 180 day period following cash consideration received by the Mandatory Exercise DateCompany for each share of Common Stock issued in such private placement, or for each security (or portion thereof) convertible or exchangeable into one share of Common Stock, is equal to or greater than the product of (x) two multiplied by (y) the Fixed Conversion Price (as such term is defined in the Series B Warrant Note) or (vi) the limitations referred issuance of warrants by the Company to inan institutional lender in connection with a commercial loan facility permitted by Article III.C of the Note at an exercise price equal to or greater than the closing sale price of the Common Stock on the trading day immediately preceding the date such warrants are issued.

Additional Equity Capital; Right of First Offer. During Subject to --------------------------------------------------- the exceptions described below, the Company agrees that during the period ----------------------------------------------- (the "LOCK-UP PERIOD") beginning on the date hereof and ending on the date that is 180 days following after the Closing Date effective date of the Registration Statement (as defined in the "Lock-Up Period")Registration Rights Agreement) required pursuant to Section 2(a) of the Registration Rights Agreement, the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority in-interest of the Warrant SharesBuyer, contract with any party to obtain additional financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, securities are issued (including any debt financing with an equity component) (a "Future OfferingFUTURE OFFERINGS"). In addition, the Company will not conduct any Future Offering during the 180-day period beginning on the date hereof and ending 180 days immediately following the expiration of the Lock-Up Period, Period unless it shall have first delivered to Purchaser so long as the Purchaser owns any SecuritiesBuyer, at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereofthereof and proposed definitive documentation to be entered into in connection therewith, and providing the Purchaser, Buyer and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering. During Offering (the Lock-up Period limitations referred to in this and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant, the Company will not issue any securities subject immediately preceding sentence are collectively referred to the Registration Statement, except for the Securities, unless it shall have first delivered to the Purchaser, so long as the Purchaser owns any Securities, at least ten (10) business days prior to CAPITAL RAISING LIMITATIONS"). In the proposed issuance of such Securities, written notice describing the proposed transaction, including event the terms and conditions thereofof a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and providing conditions of the Purchaser proposed Future Offering and the Buyer thereafter shall have an option during the ten (10) business day period following the delivery of such new notice to purchase any or all of the securities being offered on the same terms as contemplated by such offeringproposed Future Offering, as amended. In addition, The foregoing sentence shall apply to successive amendments to the Company will terms and conditions of any proposed Future OfferingThe Capital Raising Limitations shall not register for sale apply to any transaction involving issuances of its equity securities as consideration in a secondary merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition or disposition of a business, product or license by the Company. The Capital Raising Limitation also shall not apply to (i) the issuance of securities pursuant to a firm commitment underwritten public offering (other than a continuous offering pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising under the employment agreements referred to in the last sentence of Section 4(v) hereof; provided however that registrations pursuant to registration rights arising under either or both Rule 415 of the employment agreements referred to in SEC), (ii) the last sentence issuance of Section 4(vsecurities upon exercise or conversion of the Company' options, warrants or other convertible securities outstanding as of the date hereof or (iii) hereof will be permitted at the grant of additional options or warrants, or the issuance of additional securities, under any time after Company stock option or restricted stock plan approved by the termination stockholders of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant (the limitations referred to inCompany.

Additional Equity Capital; Right of First Offer. During Subject to the period ----------------------------------------------- beginning on the date hereof and ending 180 days following the Closing Date (the "Lock-Up Period")exceptions described below, the Company will not, without the prior written consent of the Purchaser so long as the Purchaser owns any Securities and, without duplication, holders(s) of Warrants having a majority majority-in-interest of the Warrant SharesBuyers, negotiate or contract with any party to obtain additional equity financing in which any equity or equity-linked securities, having common stock registration rights and/or public resale rights effective within one (1) year after the Closing Date, are issued (including any debt financing with an equity component, during the period (the "Lock-up Period") beginning on the Closing Date with respect to the First Closing and ending one hundred eighty- five (a "Future Offering"185) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective (subject to extension for any days in which sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot be made pursuant to the Registration Statement (as defined in the Registration Rights Agreement) occurring after the date on which such Registration Statement is first declared effective by the SEC). In addition, subject to the exceptions described below, the Company will not conduct any equity financing (including debt with an equity component) ("Future Offering Offerings") during the period beginning on the date hereof Closing Date and ending 180 one hundred eighty (180) days following after the expiration end of the Lock-Up Period, Period (subject to extension for any days in which sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement occurring after the date on which such Registration Statement is first declared effective by the SEC) unless it shall have first delivered to Purchaser so long as the Purchaser owns any Securities, at least ten (10) business days prior to the closing of such Future Offering, each Buyer written notice describing the proposed Future Offering, including the terms and conditions thereofthereof and proposed definitive documentation to be entered into in connection therewith, and providing the Purchaser, each Buyer an option during the ten (10) business day Trading Day (as defined in the Certificate of Designation) period following delivery of such notice to purchase up submit a term sheet to the Applicable Portion Company specifying the terms (as defined belowthe "Proposed Terms") on which it would purchase its pro rata share (based on the ratio that the number of Preferred Shares purchased by it hereunder bears to the aggregate number of Preferred Shares purchased hereunder) of the dollar amount of securities being offered in the Future Offering on (the same limitations referred to in this sentence and the preceding sentence are collectively referred to as the "Capital Raising Limitations"). In the event the Proposed Terms are equivalent or better than the terms as contemplated by such described in the Future Offering. During the Lock-up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant, the Company will not issue any securities subject be required to commence the Registration Statement, except for offering with the Securities, unless it shall have first delivered to Buyers on the Purchaser, so long as Proposed Terms. In the Purchaser owns any Securities, at least event no Buyer responds within the ten (10) business days prior Trading Day period or the Proposed Terms are not as favorable to the proposed issuance Company as those described in the Future Offering, the Company may, within sixty (60) days of the end of such Securitiesten (10) Trading Day period, written notice describing complete the proposed transaction, including Future Offering with a thirty party. In the event the terms and conditions thereofof a proposed Future Offering are amended in any respect after delivery of the notice to the Buyers concerning the proposed Future Offering, the Company shall deliver a new notice to each Buyer describing the amended terms and providing conditions of the Purchaser proposed Future Offering (the "Amended Future Offering") and each Buyer thereafter shall have an option during the ten (10) business day Trading Day period following the delivery of such new notice to submit a new term sheet to the Company specifying the new Proposed Terms (the "New Proposed Terms") on which it would purchase any or all its pro rata share of the securities being offered on the same terms as contemplated by such offeringproposed Future Offering, as amended. In additionthe event the New Proposed Terms are equivalent or better than the terms described in the Amended Future Offering, the Company will be required to commence the offering with the Buyers on the New Proposed Terms. The foregoing two sentences shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Capital Raising Limitations shall not register for sale apply to any transaction involving (i) issuances of its equity securities in a secondary firm commitment underwritten public offering (other than excluding a continuous offering pursuant to registration rights arising under obligations existing on the Closing Date and disclosed on Schedule 3(d) hereto, except for those arising Rule 415 under the employment agreements referred 0000 Xxx) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the last sentence disposition or acquisition of Section 4(v) hereof; provided however that registrations pursuant a business, product or license by the Company. The Capital Raising Limitations also shall not apply to registration rights arising under either or both the issuance of securities upon exercise of conversion of the employment agreements referred Company's options, warrants or other convertible securities outstanding as of the date hereof or to in the last sentence grant of Section 4(v) hereof will be permitted at additional options or warrants, or the issuance of additional securities, under any time after Company stock option or restricted stock plan approved by the termination stockholders of such agreements) at any time during the Lock-Up Period and during the 180 day period following the Mandatory Exercise Date, as such term is defined in the Series B Warrant (the limitations referred to inCompany.