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

Additional Equity Capital; Right of First Offer. 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 "LOCK-UP PERIOD"), the Company will not, without the prior written consent of HCM, contract with any party to obtain additional financing in which any equity or equity-linked securities of the Company or a subsidiary of the Company are issued (including any debt financing with an equity component) ("FUTURE OFFERINGS"). Notwithstanding 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.

Additional Equity Capital; Right of First Offer. i. The Company agrees that during Subject to the period beginning on the date hereof and ending on the date which is 180 days following the Initial Closing Date (the "LOCK-UP PERIOD")exceptions described below, the Company will not, without the prior written consent of HCMa majority-in-interest of the Buyers, negotiate or contract with any party to obtain additional financing in which any equity or equity-linked equivalent financing (including debt financing with an equity component) pursuant to which the Company grants registration rights or public resale rights 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 twelve (12) months of the Closing Date, 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 a subsidiary (ii) issuances of warrants to Banque Paribas in connection with the financing of the proposed acquisition by the Company are issued 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 any debt financing with an equity component) ("FUTURE OFFERINGSFuture Offerings"). Notwithstanding ) during the foregoing, at any time during period beginning on the Closing Date and ending one hundred eighty (180) days from the end of the Lock-Up Period, unless it shall have first delivered to each Buyer, at least fifteen (15) business days prior to offering such Future Offering 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 thereof and proposed definitive documentation to be entered into in connection therewith, and providing each Buyer an option during the ten (10) day period following delivery of such notice to purchase up to 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 securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "Capital Raising Limitations"). If one or more Buyers choose not to purchase all or any portion of their pro rata share (a ANon-Participation Election@), the other Buyers will be provided the option to purchase, for a period of ten (10) business days after receipt of written notice from the Company of a Non-Participation Election the portion of such non-participating Buyer=s or Buyers=, 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, the Company may conduct 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 of a proposed Future Offering (subject are amended in any respect after delivery of the notice to the Purchasers' rights set forth in Section 4(j)(ii) below) so long as (i) in such Buyers concerning the proposed Future Offering, the Company does not issue shall deliver a new notice to each Buyer describing the amended terms and conditions of the proposed Future Offering and each Buyer thereafter shall have an option during the ten (A10) any shares day period following delivery of Common Stock or securities exercisable or exchangeable for or convertible into shares of Common Stock (collectively, "CONVERTIBLE SECURITIES") at a price per such new notice to purchase its pro rata share of Common Stock which is (I) less than the average Closing Price during the five (5) Trading Days ending securities being offered on the Trading Day immediately preceding same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the date terms and conditions of issuance of such Common Stock or Convertible Securities or (II) subject any proposed Future Offering. The Capital Raising Limitations shall not apply to any future adjustments or resets; transaction involving (Bi) any Convertible Securities with issuances of securities in a fluctuating conversion or exercise price or exchange ratiofirm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), or other comparable pricing mechanism and (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 Company does primary purpose of which is not grant to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company, (iii) a GECC Transaction or (iv) the Bank Warrants. The Capital Raising Limitations also shall not apply to the investors in such Future Offering any common stock registration rights and/or public resale rights which are exercisable within one (1) year issuance of securities upon exercise or conversion of the closing Company's options, warrants or other convertible securities outstanding as of such Future Offeringthe 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. i. The Company agrees that during the period beginning on the date hereof and ending on the date which is 180 183 days following the Initial Closing Date (the "LOCK-UP PERIOD"), the Company will not, without the prior written consent of HCM, not contract with any party to obtain additional financing in which any equity or equity-linked securities of the Company or a subsidiary of the Company are issued (including any debt financing with an equity component) ("FUTURE OFFERINGS"). Notwithstanding In addition, during the foregoing, at any time during period beginning on the date hereof and ending 180 days following the expiration of the Lock-Up Period, the Company may will not conduct a Future Offering future offering unless it shall have first delivered to each Purchaser, at least ten (subject 10) business days prior 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, 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 4(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.

Additional Equity Capital; Right of First Offer. i. The Company agrees that during Subject to the period beginning on the date hereof and ending on the date which is 180 days following the Initial Closing Date (the "LOCK-UP PERIOD")exceptions described below, the Company will not, without the prior written consent of HCMRose Xxxx Xxxital Management, L.P. ("RGC") negotiate or contract with any party to obtain additional equity financing (including 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 "LOCK-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 offer any equity or equity-linked securities of the Company or a subsidiary of the Company are issued financing (including any debt financing with an equity component) ("FUTURE OFFERINGS"). Notwithstanding the foregoing, at any time ) during the Lock-Up Periodperiod beginning on the Closing Date and ending one hundred eighty (180) days from the date the Registration Statement is declared effective (plus any days in which sales cannot be made thereunder), unless it shall have first delivered to RGC written notice (the Company may conduct a "NOTICE") stating its bona fide intention to offer such Future Offering, describing the proposed Future Offering, including the material terms and conditions thereof, and providing RGC an option during the ten (10) day period following delivery of such Notice (the "OFFER PERIOD") to purchase the securities to be offered in the Future Offering (subject to on the Purchasers' rights same terms as set forth in Section 4(j)(ii) below) so long the Notice (the limitations referred to in this sentence and the preceding sentence are collectively referred to as (i) the "CAPITAL RAISING LIMITATIONS"). The Company may, during the 60-day period following the expiration of the Offer Period, offer any portion of such 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 Notice. 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 right provided hereunder shall be deemed to be revived and such Future Offering shall not be offered unless first re-offered to RGC in accordance herewith. In the event the terms and conditions of a proposed Future Offering are amended in any material respect after delivery of the Notice to RGC concerning the proposed Future Offering, the Company does not issue (A) any shares shall deliver a new Notice to RGC describing the amended terms and conditions 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 proposed Future Offering and RGC thereafter shall have an option during the five ten (510) Trading Days ending day period following delivery of such new notice to purchase the securities being offered on the Trading Day immediately preceding same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the date terms and conditions of issuance of such Common Stock or Convertible Securities or (II) subject any proposed Future Offering. The Capital Raising Limitations shall not apply to any future adjustments or resets; transaction involving (Bi) any Convertible Securities with issuances of securities in a fluctuating conversion or exercise price or exchange ratio, or other comparable pricing mechanism and firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 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 Company does primary purpose of which is not grant to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to the investors in such Future Offering any common stock registration rights and/or public resale rights which are exercisable within one (1) year issuance of securities upon exercise or conversion of the closing Company's options, warrants or other convertible securities outstanding as of such Future Offeringthe 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 a majority of the Company's disinterested directors.

Additional Equity Capital; Right of First Offer. i. (i) The Company agrees that during the period beginning on the date hereof and ending on the date which is 180 90 days following the Initial First Closing Date (the "LOCKInitial Lock-UP PERIODUp Period"), the Company will not, without the prior written consent of HCMthe 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 of the Company or a subsidiary of the Company are issued (including any debt financing with an equity component) ("FUTURE OFFERINGSFuture 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 or the Purchaser's agent, which consent will not be unreasonably withheld, conduct any Future Offering having common stock registration rights and/or public resale rights effective within 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 foregoingcontrary, at any time during the Subsequent Lock-Up Period, the Company may conduct a Future Offering (subject to the Purchasers' Purchaser's rights set forth in Section 4(j)(ii4(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 (ix) in such Future Offering, the Company does not issue (A) any shares of Common Stock or securities exercisable or exchangeable are sold for or convertible into shares of Common Stock (collectively, "CONVERTIBLE SECURITIES") at a price per share of Common Stock which is (I) not less than 90% of the average Closing Bid Price during (as defined in the five Debentures) (5) Trading Days ending on the Trading Day immediately preceding the date of issuance of such Common Stock or Convertible Securities or (II) and not subject to any future adjustments or resets; ) of the Common Stock on the trading day immediately preceding the day of such sale, (By) the Future Offering Warrants cannot be exercised for a number of shares of Common Stock in excess of 20% (and not subject to any Convertible Securities with a fluctuating conversion future adjustments or resets) of the number of shares of Common Stock sold in the Future Offering, and (z) the exercise price or exchange ratio, or other comparable pricing mechanism and (ii) of 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 Warrants is not less than the Closing Bid Price of the closing Common Stock on the trading day immediately preceding the day of such Future Offeringsale (and not subject to any future adjustments or resets).

Additional Equity Capital; Right of First Offer. i. The Company agrees that that, during the period beginning on the date hereof and ending on that date on which the date which is 180 days following Purchasers no longer own twenty percent (20%) or more of the Initial Preferred Shares purchased at the First Closing Date (the "LOCK-UP PERIOD"), the Company it will not, without the prior written consent of HCMthe holders of a majority of the Preferred Shares purchased at the First Closing, contract with any other party to obtain additional financing in which any equity or equity-linked securities of the Company or a subsidiary of the Company are issued (including any debt financing with an equity component) ("FUTURE OFFERINGS"). Notwithstanding the foregoing; provided, at any time during the Lock-Up Periodhowever, the Company may conduct a Future Offering 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 (subject to 20%) of 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 average daily trading volume for 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 principal exchange or market on which such shares are traded for the ten (10) trading days immediately preceding the date of issuance such determination. The Company agrees from the date of such Common Stock or Convertible Securities or (II) subject to this Agreement until the end of the Lock-Up Period it will not conduct 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 unless it shall have first delivered to each Purchaser at least ten (110) year of 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 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 (the limitations referred to in 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. i. The Company agrees that during Subject to the period beginning on the date hereof and ending on the date which is 180 days following the Initial Closing Date (the "LOCK-UP PERIOD")exceptions described below, the Company will not, without the prior written consent of HCMa majority-in-interest of the Buyers, negotiate or contract with any party to obtain additional equity financing (including 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 (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 equity or equity-linked securities of the Company or a subsidiary of the Company are issued financing (including any debt financing with an equity component) ("FUTURE OFFERINGS"). Notwithstanding ) during the foregoing, at any time during period beginning on the Closing Date with respect to the First Closing and ending ninety (90) days after the end of the Lock-Up Period, the Company may conduct a Future Offering up Period (subject to extension for any days in which sales of all of the Purchasers' rights set forth in Section 4(j)(ii) below) so long as (i) in such Future Offering, Registrable Securities cannot be made pursuant to 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 Registration Statement occurring after the date of issuance of on which such Common Stock or Convertible Securities or Registration Statement is first declared effective by the SEC) unless it shall have first delivered to each Buyer, at least fifteen (II15) subject business days prior 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, written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing each Buyer an option during the ten (10) Trading Day period following delivery of such notice to purchase its pro rata share (based on the ratio that the aggregate purchase price of the Preferred Stock purchased by it hereunder bears to the aggregate 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 (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 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 conditions of the proposed Future Offering and each Buyer thereafter shall have an option during the ten (10) Trading Day period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The 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 (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 the Closing Bid Price (as defined in the Certificates of Designation) on the date prior to the execution of such binding agreement evidencing such transaction (the "PRIVATE PLACEMENT PURCHASE PRICE"), (C) issue to the 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. 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 HCM, contract with any party to obtain additional financing in which any equity or equity-linked securities of the Company or a subsidiary of the Company 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 OFFERINGSFuture Offerings"). Notwithstanding The Company will not conduct any Future Offering during the foregoing, at any time during period beginning on the day following the expiration of the Lock-Up Period, Period and ending 180 days following the Company may conduct a Future Offering (subject expiration of the Lock-Up Period unless it shall have first delivered 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 least ten business days prior 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, 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 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 limitations referred to in this Section 5(j) 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, stock purchase or restricted stock plan for the benefit of the Company's employees, consultants or directors.