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 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.

Additional Equity Capital; Right of First Offer. The Subject to the exceptions described below, the Company and SJP agree agrees that during the period (the "LOCK-UP PERIOD") beginning on the date hereof and ending on the date which 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 not, without the prior written consent of the Purchaser, 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 OfferingsFUTURE OFFERINGS") without first obtaining the written consent of the Purchaser). 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, the Company will not conduct a future offering unless it shall have first delivered to the Purchaser, 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 and its affiliates an option during the ten (10) business ten-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 LimitationCAPITAL RAISING LIMITATIONS"). The Capital Raising Limitation 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 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 , (iii) the issuance of securities pursuant to an a firm commitment underwritten public offeringoffering (other than a continuous offering pursuant to Rule 415 of the SEC), (iiiii) 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 and/or disclosed on Schedule 3(c) hereto, (iiiiv) 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 approved by the benefit stockholders of the Company's employees , (v) the issuance of Common Stock or directorssecurities convertible into or exchangeable for Common Stock in a private placement by the Company (A) that is consummated within the Lock-Up Period, and (B) wherein the cash consideration received by the Company 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 defined in the Note) or (vi) the issuance of warrants by the Company to an 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. 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.