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

Additional Equity Capital; Right of First Offer. The Company and SJP agree 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 obtain additional financing in which any equity or equity- linked securities are issued (including any debt financing with an equity component) ("Future Offerings") without first obtaining the written consent of the Purchaser. In addition, during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, the Company will not conduct a future offering unless it shall have first delivered to 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 Purchaser and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitation referred to in this Section 5(n) is referred to as the "Capital Raising Limitation"). The Capital Raising Limitation 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 Limitation 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. The Company and SJP agree 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 not, without the prior written consent of HCM, contract with any party to obtain additional financing in which any equity or equity- equity-linked securities are issued (including any debt financing with an equity component) pursuant to any offering exempt from the registration requirements of the Securities Act which grants any registration rights exercisable within one year of the Closing Date ("Future Offerings") without first obtaining the written consent of the Purchaser). In addition, The Company will not conduct any Future Offering during the period beginning on the date hereof day following the expiration of the Lock-Up Period and ending 180 days following the expiration of the Lock-Up Period, the Company will not conduct a future offering Period unless it shall have first delivered to Purchaserthe Purchasers, 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 each Purchaser and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitation limitations referred to in this Section 5(n5(j) is are collectively referred to as the "Capital Raising LimitationLimitations"). The Capital Raising Limitation 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 Limitation 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 option, stock purchase or restricted stock plan for the benefit of the Company's employees employees, consultants or directors.

Additional Equity Capital; Right of First Offer. The ----------------------------------------------- Company and SJP agree that during the period beginning on the date hereof and ending on the date which is 180 days following the Closing Date (the "LockLOCK-Up PeriodUP PERIOD"), the Company will not obtain additional financing in which any equity or equity- equity-linked securities are issued (including any debt financing with an equity component) ("Future OfferingsFUTURE OFFERINGS") without first obtaining the written consent of the Purchaser. In addition, during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, the Company will not conduct a future offering unless it shall have first delivered to 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 Purchaser and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitation referred to in this Section 5(n) is referred to as the "Capital Raising LimitationCAPITAL RAISING LIMITATION"). The Capital Raising Limitation 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 Limitation 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. The Company and SJP agree agrees that ----------------------------------------------- during the period beginning on the date hereof and ending on the date which is 180 240 days following the First Closing Date (the "Lock-Up Period"), the Company will not not, without the prior written consent of each Purchaser, contract with any party to obtain additional financing in which any equity or equity- equity-linked securities are issued (including any debt financing with an equity component) ("Future Offerings") without first obtaining the written consent of the Purchaser). In addition, the Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 120 days following the expiration of the Lock-Up Period, the Company will not conduct a future offering unless it shall have first delivered to each 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 each Purchaser and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitation limitations referred to in this Section 5(n) is and the immediately preceding sentence are collectively referred to as the "Capital Raising LimitationLimitations"); provided, however, that in the event more than one Purchaser desires to purchase such securities, (a) 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 Limitation 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 Limitation 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. The Company and SJP agree agrees ----------------------------------------------- that during the period beginning on the date hereof and ending on the date which is 180 240 days following the Closing Date (the "Lock-Up Period"), the Company will not not, without the prior written consent of the Purchaser, contract with any party to obtain additional financing in which any equity or equity- equity-linked securities are issued (including any debt financing with an equity component) ("Future Offerings") without first obtaining the written consent of the Purchaser). In addition, the Company will not conduct any Future Offering during the period beginning on the date hereof and ending 180 120 days following the expiration of the Lock-Up Period, the Company will not conduct a future offering unless it shall have first delivered to the 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 and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitation limitations referred to in this Section 5(n) is and the immediately preceding sentence are collectively referred to as the "Capital Raising LimitationLimitations"). The Capital Raising Limitation 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 Limitation 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. The Company and SJP agree agrees that during the period beginning on the date hereof and ending on the date which is 180 183 days following the Closing Date (the "LockLOCK-Up PeriodUP PERIOD"), the Company will not contract with any party to obtain additional financing in which any equity or equity- equity-linked securities are issued (including any debt financing with an equity component) ("Future OfferingsFUTURE OFFERINGS") without first obtaining the written consent of the Purchaser). In addition, during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, the Company will not conduct a future offering unless it shall have first delivered to each 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 each Purchaser and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitation referred to in this Section 5(n4(e) is referred to as the "Capital Raising LimitationCAPITAL RAISING LIMITATION"). The Capital Raising Limitation 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 Limitation 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. The Company and SJP agree 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 contract with any party to obtain additional financing in which any equity or equity- equity-linked securities are issued (including any debt financing with an equity component) ("Future Offerings") without first obtaining the written consent of the Purchaser. In addition, during the period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, the Company will not conduct a future offering unless it shall have first delivered to the 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 and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase all of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitation referred to in this Section 5(n4(e) is referred to as the "Capital Raising Limitation"). The Capital Raising Limitation 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 Limitation 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.