Common use of Additional Issuances of Securities Clause in Contracts

Additional Issuances of Securities. (i) From the final Closing Date until the one year anniversary of the final Closing Date, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of any equity or equity equivalent securities, including without limitation any debt, preferred membership interest or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class of Membership Interests (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4(f). (ii) The Company shall deliver to each Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers such number of Securities as would cause the Buyers to avoid any dilution in their ownership of Membership Interests immediately prior to such Subsequent Placement (the “Basic Amount”). (iii) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day (as defined below) after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase (the “Notice of Acceptance”). Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Additional Issuances of Securities. (i) From the final Closing Date until the one year anniversary of the final Closing Date, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of any equity or equity equivalent securities, including without limitation any debt, preferred membership interest or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class of Membership Interests (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4(f). (ii) The Company shall deliver to each Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers such number of Securities as would cause the Buyers to avoid any dilution in their ownership of Membership Interests immediately prior to such Subsequent Placement (the “Basic Amount”). (iii) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day (as defined below) after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase (the “Notice of Acceptance”). Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.or

Additional Issuances of Securities. (i) From the final Closing Date until the one year first anniversary of after the final Closing Date, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' equity or equity equivalent securities, including without limitation any debt, preferred membership interest stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class shares of Membership Interests Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”") unless the Company shall have first complied with this Section 4(f)4.13. (iii) The No later than 8 a.m. New York City time one (1) Business Day prior to signing definitive documentation with respect to any Subsequent Placement, the Company shall deliver to each Buyer Purchaser an irrevocable written notice (the “Offer Pre-Notice”) advising the Purchaser that the Company intends to engage in a Subsequent Placement, such Pre-Notice shall (A) not contain any material non-public information about the Company or any of any its subsidiaries and (B) state that the Company reasonably believes that the terms of the applicable Subsequent Placement are in substantially final form. The Purchaser shall have eight (8) hours (which shall include at least one (1) hour of a Business Day, or such period shall be extended to the beginning of the next Business Day) to respond in writing to the Pre-Notice to the effect that the Purchaser wishes to receive additional terms respecting the Subsequent Placement and to enter into a confidentiality agreement with the Company in customary form and substance relating to the Subsequent Placement. Within two (2) hours of the Company’s receipt of such notice and execution of such confidentiality agreement, the Company shall provide the Purchaser with a further notice (the "Offer Notice") of the proposed or intended issuance or sale or exchange (the “"Offer”") of the securities being offered (the “"Offered Securities”") in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the anticipated price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers Purchasers (i) if the aggregate purchase price for the Offered Securities is 200% or more of the aggregate purchase price of the Securities purchased hereunder, 50% of the Offered Securities, allocated among such Purchasers based on such Purchaser's pro rata portion of the aggregate number of Shares purchased hereunder, (ii) if the aggregate purchase price for the Offered Securities as would cause is less than 200%, but 100% or more, of the Buyers to avoid any dilution aggregate purchase price of the Securities purchased hereunder, Offered Securities in their ownership an aggregate amount not less than the purchase price paid by the Purchasers for the Securities purchased hereunder, allocated among such Purchasers based on such Purchaser's pro rata portion of Membership Interests immediately prior to the aggregate number of Shares purchased hereunder, and (iii) if the aggregate purchaser price of the Offered Securities is less than the aggregate purchase price of the Securities purchased hereunder, all of the Offered Securities, allocated among such Subsequent Placement Purchasers based on such Purchaser's pro rata portion of the aggregate number of Shares purchased hereunder (such amount, the “Basic Election Amount”). If Purchasers elect to participate for more than the total Election Amount, the Purchasers’ subscriptions shall be pro-rated among electing Purchasers based upon their original respective Subscription Amounts relative to the aggregate of all Subscription Amounts in the transactions contemplated by this Agreement. (iiiii) To accept an Offer, in whole or in part, such Buyer Purchaser must deliver a written notice to the Company prior to 11:59 p.m. New York City time on the end of the fifth (5th) Business Day (as defined below) after such Buyer’s receipt of upon which the Purchaser received the Offer Notice (the “"Offer Period”"), setting forth the portion of such Buyer’s Basic Purchaser's Election Amount that such Buyer Purchaser elects to purchase (the “"Notice of Acceptance”"). (iii) The Company shall have ten (10) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the "Refused Securities") pursuant to a definitive agreement (the "Subsequent Placement Agreement") but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the Commission on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (iv) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance upon the terms and conditions specified in the Offer, subject to the final sentence of Section 4.13(i) above. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities identical to that entered into with the other purchasers in the Subsequent Placement, other than with respect to the numbers of securities subject thereto. (v) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.13(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (vi) The Company and the Purchasers agree that if any Purchaser elects to participate in the Offer, neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the "Subsequent Placement Documents") shall include any term or provisions whereby any Purchaser shall be required to agree to any restrictions in trading as to any securities of the Company owned by such Purchaser prior to such Subsequent Placement. (vii) Notwithstanding anything to the contrary contained hereinin this Section 4.13 and unless otherwise agreed to by the Purchasers, if the Company desires shall either confirm in writing to modify the Purchasers that the transaction with respect to the Subsequent Placement has been abandoned or amend shall publicly disclose its intention to issue the terms and conditions Offered Securities, in either case in such a manner such that the Purchasers will not be in possession of material non-public information, by the fifteenth (15th) Business Day following delivery of the Offer prior to Notice. If by the expiration fifteenth (15th) following delivery of the Offer PeriodNotice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Purchasers, such transaction shall be deemed to have been abandoned and the Purchasers shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company may deliver shall provide each Purchaser with another Pre-Notice and each Purchaser will again have the right of participation set forth in this Section 4.13. (viii) The restrictions contained in this Section 4.13 shall not apply in connection with any Exempt Issuances or to any bona fide firm-commitment underwritten offering of securities with a nationally recognized underwriter (it being acknowledged among the parties hereto that Xxxxxx & Xxxxxxx, LLC is a nationally recognized underwriter) pursuant to an effective registration statement under the Securities Act which generates gross proceeds to the Buyers a new Offer Notice and the Offer Period shall expire on the fifth Company of at least $30,000,000 (5th) Business Day after such Buyer’s receipt of such new Offer Notice. As used herein, “Business Day” means any day other than Saturday(i) "at-the-market offerings" as defined in Rule 415(a)(4) under the Securities Act, Sunday or other day on which commercial banks in The City (ii) "equity lines," (iii) "CMPOs" (Confidentially Marketed Public Offerings), where shares are sold off of New York are authorized or required by law a currently effective registration statement as an underwritten offer after initially being marketed as a "registered direct" offering with no bona fide firm commitment underwriting, and (iv) products similar to remain closedthe foregoing).

Additional Issuances of Securities. (ia) From the final Initial Closing Date until the one year anniversary of the final Closing DateInvestors and their respective Affiliates no longer hold any Warrants or Warrant Shares, the Company will not, Corporation shall not (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any equity offer, sale, grant or equity equivalent securities, including without limitation any debt, preferred membership interest option to purchase or other instrument disposition of) any shares of Common Stock or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class of Membership Interests Common Stock Equivalents other than Excluded Securities (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company Corporation shall have first complied with this Section 4(f)6.6. (iib) The Company Corporation shall deliver to each Buyer an irrevocable Ares Management LLC a written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers such the Issuers and their respective Affiliates that are Holders of Warrants or Warrant Shares a number of Offered Securities equal to the total number of Offered Securities multiplied by a fraction, the numerator of which is the sum of number of Warrants and Warrant Shares held by the Investors and their respective Affiliates as would cause of the Buyers to avoid any dilution in their ownership applicable date requiring determination and the denominator of Membership Interests immediately prior to which is the sum of the total number of outstanding shares of Common Stock and the total number of outstanding Warrants as of the applicable date requiring determination, allocated among such Subsequent Placement Holders based on such Holder’s pro rata portion of the Warrants and Warrant Shares (the “Basic Amount”). (iiic) To accept an Offer, in whole or in part, such Buyer Holder must deliver a written notice to the Company Corporation prior to the end of the fifth tenth (5th10th) Business Day (as defined below) after such BuyerHolder’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such BuyerHolder’s Basic Amount that such Buyer Holder elects to purchase (the “Notice of Acceptance”). Notwithstanding anything to the contrary contained herein, if the Company Corporation desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company Corporation may deliver to the Buyers Ares Management LLC a new Offer Notice and the Offer Period shall expire on the fifth tenth (5th10th) Business Day after such Buyer’s its receipt of such new Offer Notice. (d) Upon the closing of the issuance, sale or exchange of the Offered Securities, the Investors that are Holders of Warrants or Warrant Shares shall acquire from the Corporation, and the Corporation shall issue to such Holders, the number or amount of Offered Securities specified in the Notices of Acceptance above if such Holders have so elected, upon the terms and conditions specified in the Offer. As used hereinThe purchase by the Holders of any Offered Securities is subject in all cases to the preparation, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks execution and delivery by the Corporation and the Holders of a purchase agreement relating to such Offered Securities reasonably satisfactory in The City of New York are authorized or required by law form and substance to remain closedthe Holders.

Additional Issuances of Securities. (i) From Except with respect to any further issuances of Notes, from the final Closing Date date hereof until the one earlier of (i) the date on which no Notes remain outstanding, or (ii) the two-year anniversary of the final Closing Date, the Company will not, directly or indirectly, offer, sell, issue, allot, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' equity or equity equivalent securities, including without limitation any debt, preferred membership interest stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class of Membership Interests Ordinary Shares (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”) "), unless the Company shall have first complied with this Section 4(f4(l). (ii) The Company shall deliver to each Buyer an irrevocable a written notice (the “"Offer Notice”") of any proposed or intended issuance or sale or exchange (the “"Offer”") of the securities being offered (the “"Offered Securities”") in a Subsequent Placement, which notice may be delivered at any time before or after the closing of the issuance, sale or exchange of the Offered Securities but in no event later than ten (10) Business Days after such closing. The Offer Notice shall (w) identify and describe the Offered Securities, (x) describe describe, if known, the price (the “Offer Price”) and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, and (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue to each Buyer, in exchange for accrued and sell to unpaid principal, interest or exchange with such Buyers such number of Securities as would cause late charges outstanding under the Buyers to avoid any dilution in their ownership of Membership Interests immediately prior to such Subsequent Placement Notes (the “Basic Outstanding Amount”)) held by such Buyer at the time of the Offer, a number of Offered Securities having an aggregate Offer Price up to the Outstanding Amount. (iii) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth tenth (5th10th) Business Day (as defined below) after such Buyer’s 's receipt of the Offer Notice (the “"Offer Period”"), setting forth the portion number of such Buyer’s Basic Amount that Offered Securities which such Buyer elects to purchase in exchange for Outstanding Amounts (the “"Notice of Acceptance”"). Notwithstanding anything to the contrary contained herein, if the The Company desires to modify or amend the terms and conditions of the Offer prior to shall have one hundred eighty (180) days from the expiration of the Offer PeriodPeriod above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Buyers, but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice. (iv) Upon the later of (i) closing of the issuance, sale or exchange of the Offered Securities, or (ii) fifteen (15) Business Days after receipt of the Notice of Acceptance, the Company may Buyers shall deliver to the Buyers a new Offer Notice Company the Notes evidencing the Outstanding Amount to be exchanged for Offered Securities, and the Offer Period Company shall expire on issue to the fifth Buyers the number or amount of Offered Securities specified in the Notices of Acceptance, upon the terms and conditions specified in the Offer. The Company shall issue to the Buyers new Notes in the amount of any Outstanding Amount, if any, that remains outstanding after the Closing of the issuance, sale or exchange of the Offered Securities. (5thv) Business Day after such Buyer’s receipt Notwithstanding the foregoing, the Buyers’ right to participate in Subsequent Placements pursuant to this Section 4(l) shall not apply in connection with the issuance of such new Offer Notice. As used herein, “Business Day” means any day other than Saturday, Sunday Excluded Securities (as defined in the Notes) or other day on which commercial banks in The City with respect to any securities of New York are authorized or required by law to remain closedAION Diagnostics.

Additional Issuances of Securities. (i) [Intentionally Omitted]. (ii) From the final date hereof until the earlier of (i) the date ninety (90) days after the date when all Registrable Securities (as defined in the Registration Rights Agreement) have been registered and (ii) the date thirteen (13) months after the Closing Date (the “Trigger Date”), the Company will not, directly or indirectly, file any registration statement with the SEC other than the Registration Statement (as defined in the Registration Rights Agreement) and other than pre-effective amendments with respect to the Registration Statement filed by the Company on Form S-3 on April 1, 2011. From the date hereof until the one year anniversary of the final Closing Trigger Date, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred membership interest stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class of Membership Interests Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), or (ii) be party to any solicitations, negotiations or discussions with regard to the foregoing. (iii) From the date hereof until the eighteen month anniversary of the Closing Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(f4(n)(iii). (ii1) The Company shall deliver to each Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers thirty-five percent (35%) of the Offered Securities, allocated among such number Buyers (a) based on such Buyer’s pro rata portion of Securities as would cause the Buyers to avoid any dilution in their ownership of Membership Interests immediately prior to such Subsequent Placement Common Shares purchased hereunder (the “Basic Amount”), and (b) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until the Buyers shall have an opportunity to subscribe for any remaining Undersubscription Amount. (iii2) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day (as defined below) after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice. (3) The Company shall have ten (10) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Buyers (the “Refused Securities”) pursuant to a definitive agreement (the “Subsequent Placement Agreement”) but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring person or persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (4) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4(n)(iii)(3) above), then each Buyer may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(n)(iii)(2) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to Section 4(n)(iii)(3) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4(n)(iii)(1) above. (5) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Buyers shall acquire from the Company, and the Company shall issue to the Buyers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4(n)(iii)(3) above if the Buyers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Buyers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Buyers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Buyers and their respective counsel, provided that a securities purchase agreement on terms as favorable and no more burdensome than the terms hereof shall be deemed reasonably satisfactory. (6) Any Offered Securities not acquired by the Buyers or other persons in accordance with Section 4(n)(iii)(3) above may not be issued, sold or exchanged until they are again offered to the Buyers under the procedures specified in this Agreement. (7) The Company and the Buyers agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provisions whereby any Buyer shall be required to agree to any restrictions in trading as to any securities of the Company owned by such Buyer prior to such Subsequent Placement, and (y) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement. (8) Notwithstanding anything to the contrary in this Section 4(n) and unless otherwise agreed to by the Buyers, the Company shall either confirm in writing to the Buyers that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Buyers will not be in possession of material non-public information, by the fifteenth (15th) Business Day following delivery of the Offer Notice. If by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Buyers, such transaction shall be deemed to have been abandoned and the Buyers shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Buyer with another Offer Notice and each Buyer will again have the right of participation set forth in this Section 4(n)(iii). The Company shall not be permitted to deliver more than one such Offer Notice to the Buyers in any 60 day period. (iv) The restrictions contained in subsections (ii) and (iii) of this Section 4(n) shall not apply in connection with the issuance of any Excluded Securities. As used herein, “Business DayExcluded Securities” means means: (i) any equity or equity equivalent security of the Company issued or issuable, including any shares of Common Stock issued or issuable upon conversion or exercise thereof, in connection with any Approved Stock Plan, (ii) any shares of Common Stock issued or issuable upon exercise of any Warrants, (iii) any shares of Common Stock issued or issuable upon conversion of any Options or Convertible Securities which are outstanding on the day other than Saturdayimmediately preceding the Subscription Date, Sunday provided that the terms of such Options or other day Convertible Securities are not amended, modified or changed on which commercial banks or after the Subscription Date, (iv) the shares of Common Stock issuable to Novogen upon conversion of the Series A Preferred Stock issued to Novogen pursuant to the Asset Purchase Agreement on the terms set forth in The City the certificate of New York are authorized designations attached as Exhibit A to the Asset Purchase Agreement and (v) any shares of Common Stock issued or required by law issuable upon exercise of the warrants to remain closed.purchase Common Stock issued to the Placement Agent on the Closing Date as set forth in Schedule 3(r). In addition, the restrictions contained in subsection (ii) of this Section 4(n) shall not apply, with respect to the issuance of up to an aggregate of $4,000,000 of Common Stock and warrants to purchase Common Stock (an “Allowed Subsequent Placement”), during the period beginning on (a) the later of (i) one hundred twenty (120) days after the Closing Date and

Additional Issuances of Securities. (ia) From the final date hereof until 24 months following the Closing Date until (the one year anniversary of the final Closing “Trigger Date”), the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred membership interest stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class shares of Membership Interests Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4(f)5.1. (iib) The Company shall deliver to each Buyer an irrevocable the Purchaser a written notice (the “Offer Notice”) of any bona fide proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers such the Purchaser an amount of the Offered Securities allocated based on the number of Securities as would cause shares of Common Stock Beneficially Owned by the Buyers Purchaser in relation to avoid any dilution in their ownership the then-outstanding shares of Membership Interests immediately prior to such Subsequent Placement Common Stock of the Company (the “Basic AmountAllocated Percentage”). (iiic) To accept an Offer, in whole or in part, such Buyer the Purchaser must deliver a written notice to the Company prior to the end of the fifth tenth (5th10th) Business Day (as defined below) after such Buyerthe Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects electing to purchase all (and not less than all) of its Allocated Percentage of the Offered Securities (the “Notice of Acceptance”). Notwithstanding anything to the contrary contained herein, if the . (d) The Company desires to modify or amend the terms and conditions of the Offer prior to shall have sixty (60) Business Days from the expiration of the Offer PeriodPeriod above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchaser (the “Refused Securities”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring person or persons or less favorable to the Company may deliver to than those set forth in the Buyers a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice. As used hereinTable of Contents (e) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 5.1(d) above) (the “Adjusted Number”), “Business Day” means then the Purchaser shall reduce the number of the Offered Securities specified in its Notice of Acceptance to an amount equal to the product of the Allocated Percentage multiplied by the Adjusted Number. (f) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchaser shall acquire from the Company, and the Company shall issue to the Purchaser, the number or amount of Offered Securities specified in the Notice of Acceptance, as reduced pursuant to Section 5.1(e) above if the Purchaser has so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchaser of any day other than SaturdayOffered Securities is subject in all cases to the preparation, Sunday execution and delivery by the Company and the Purchaser of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Company, the Purchaser and their respective counsel. (g) The restrictions contained in this Section 5.1 shall not apply in connection with the issuance of any Excluded Securities. (h) The Company shall have no liability to Purchaser in connection with this Agreement and the rights conferred by this Section 5.1 if it determines in its sole discretion not to consummate a sale or other day on which commercial banks exchange in The City of New York are authorized or required by law to remain closedconnection with an Offer.

Additional Issuances of Securities. (ia) From the final Closing Date date hereof until the one year anniversary of the final Closing Datedate that no Debentures remain outstanding, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of any of its or its subsidiaries' equity or equity equivalent securities, including without limitation any debt, preferred membership interest stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Shares or any class of Membership Interests rights, warrants or options to subscribe for or purchase Common Shares or any stock or securities that are convertible into or exercisable or exchangeable for Common Shares (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”"SUBSEQUENT PLACEMENT") unless the Company shall have first complied with this Section 4(f)3.21. (iii) The Company shall deliver to each Buyer an irrevocable Purchaser a written notice (the “Offer Notice”"OFFER NOTICE") of any proposed or intended issuance or sale or exchange (the “Offer”"OFFER") of the securities being offered (the “Offered Securities”"OFFERED SECURITIES") in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the Purchasers not less than 30% of the Offered Securities, allocated among the Purchasers (a) based on such Buyers such Purchaser's pro rata portion of the number of Securities as would cause Underlying Shares into which the Buyers to avoid any dilution in their ownership of Membership Interests immediately prior to Debentures purchased hereunder are convertible at such Subsequent Placement time (the “"BASIC AMOUNT"), and (b) with respect to each Purchaser that elects to purchase its Basic Amount”, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the "UNDERSUBSCRIPTION AMOUNT"). (iiiii) To accept an Offer, in whole or in part, such Buyer a Purchaser must deliver a written notice to the Company prior to the end of the fifth tenth (5th10th) Business Day (as defined below) after such Buyer’s Purchaser's receipt of the Offer Notice (the “Offer Period”"OFFER PERIOD"), setting forth the portion of such Buyer’s the Purchaser's Basic Amount that such Buyer Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “"NOTICE OF ACCEPTANCE"). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance”). Notwithstanding anything Acceptance shall be entitled to purchase, in addition to the contrary contained hereinBasic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Company desires Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the "AVAILABLE UNDERSUBSCRIPTION AMOUNT"), each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to modify or amend the terms and conditions purchase only that portion of the Offer prior Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary. (iii) The Company shall have fifteen (15) days from the expiration of the Offer PeriodPeriod above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the "REFUSED SECURITIES"), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring person or persons or less favorable to the Company than those set forth in the Offer Notice. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 3.21(a)(iii) above), then each Purchaser, at its sole option and in its sole discretion, may reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 3.21(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Purchasers pursuant to Section 3.21(a)(iii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may deliver not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers a new Offer Notice Purchasers in accordance with Section 3.21(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Offer Period Company shall expire on issue to the fifth Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 3.21(a)(iii) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchasers and their respective counsel. (5thvi) Business Day after such Buyer’s receipt of such new Offer Notice. As used herein, “Business Day” means any day other than Saturday, Sunday Any Offered Securities not acquired by the Purchasers or other day on which commercial banks Persons in The City of New York accordance with Section 3.21(a)(iii) above may not be issued, sold or exchanged until they are authorized or required by law again offered to remain closedthe Purchasers under the procedures specified in this Agreement.

Additional Issuances of Securities. (i) From the final Closing Date date hereof until the one year second anniversary of the final Closing Date, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries' debt, equity or equity equivalent securities, including without limitation any debt, preferred membership interest shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class of Membership Interests Common Shares or Common Share Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”") or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(f4(t)(i). (ii1) The Company shall deliver to each Buyer an irrevocable written notice (the “"Offer Notice”") of any proposed or intended issuance or sale or exchange (the “"Offer”") of the securities being offered (the “"Offered Securities”") in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers, in the aggregate, at least thirty-five percent (35%) of the Offered Securities, allocated among such Buyers (a) based on such number Buyer's pro rata portion of the aggregate principal amount of Notes purchased hereunder (the "Basic Amount"), and (b) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as would cause such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the "Undersubscription Amount"), which process shall be repeated until the Buyers shall have an opportunity to avoid subscribe for any dilution in their ownership of Membership Interests immediately prior to such Subsequent Placement (the “Basic remaining Undersubscription Amount”). (iii2) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day (as defined below) after such Buyer’s 's receipt of the Offer Notice (the “"Offer Period”"), setting forth the portion of such Buyer’s 's Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “"Notice of Acceptance”"). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the "Available Undersubscription Amount"), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire on the fifth tenth (5th10th) Business Day after such Buyer’s 's receipt of such new Offer Notice. (3) The Company shall have ten (10) Business Days (other than with respect to a Public Offering Subsequent Placement, in which case the Company shall have fifteen (15) Business Days) from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Buyers (the "Refused Securities") pursuant to a definitive agreement (the "Subsequent Placement Agreement") but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (4) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4(t)(i)(3) above), then each Buyer may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(t)(i)(2) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to Section 4(t)(i)(3) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4(t)(i)(1) above. (5) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Buyers shall acquire from the Company, and the Company shall issue to the Buyers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4(t)(i)(3) above if the Buyers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Buyers of any Offered Securities is subject in all cases (other than with respect to a Public Offering Subsequent Placement) to the preparation, execution and delivery by the Company and the Buyers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Buyers and their respective counsel. (6) Any Offered Securities not acquired by the Buyers or other persons in accordance with Section 4(t)(i)(3) above may not be issued, sold or exchanged until they are again offered to the Buyers under the procedures specified in this Agreement. (7) The Company and the Buyers agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the "Subsequent Placement Documents") shall include any term or provisions whereby any Buyer shall be required to agree to any restrictions in trading as to any securities of the Company owned by such Buyer prior to such Subsequent Placement, and (y) unless the securities being issued pursuant to the applicable Subsequent Placement are freely tradable and issued without any restrictive securities law legends, any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement. (8) Notwithstanding anything to the contrary in this Section 4(t) and unless otherwise agreed to by the Buyers, the Company shall either confirm in writing to the Buyers that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Buyers will not be in possession of material non-public information, by the fifteenth (15th) Business Day following delivery of the Offer Notice. If by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Buyers, such transaction shall be deemed to have been abandoned and the Buyers shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Buyer with another Offer Notice and each Buyer will again have the right of participation set forth in this Section 4(t)(i). The Company shall not be permitted to deliver more than one such Offer Notice to the Buyers in any 60 day period. (ii) The restrictions contained in this Section 4(t) shall not apply in connection with the any actual or deemed Excluded Issuance or the entry into any agreement regarding any Excluded Issuance. (iii) As used hereinin this Section 4(t), “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City a "Public Offering Subsequent Issuance" shall mean a firm commitment public offering of New York are authorized or required by law to remain closedshares of Common Stock.

Additional Issuances of Securities. (i) From the final Closing Date until the one year anniversary of the final Closing Datedate hereof through and including December 31, 2008, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any equity securities or equity equivalent securitiessecurities of the Company which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, including without limitation any debt, preferred membership interest liquidation or other instrument or security that is, at any time during its life winding-up of the Company and under any circumstances, which is not convertible into or exercisable or exchangeable for shares of Common Stock (any such equity securities or exercisable for any class of Membership Interests (equity equivalent securities being referred to as “Non-Convertible Preferred Stock”, and any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4(f)4.04. (iia) The Company shall deliver to each Buyer Warrantholder an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities Non-Convertible Preferred Stock being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers Warrantholders all of the Offered Securities, allocated among such number Warrantholders (a) based on each such Warrantholder’s pro rata portion of Securities the Warrant Shares issuable to all Warrantholders under the Warrants as would cause of the Buyers date hereof without regard to avoid any dilution in their ownership limitations on exercise of Membership Interests immediately prior to such Subsequent Placement the Warrants (the “Basic Amount”) and (b) with respect to each Warrantholder that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Warrantholders as such Warrantholder shall indicate it will purchase or acquire should the other Warrantholders subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until the Warrantholders shall have an opportunity to subscribe for any remaining Undersubscription Amount. (iiib) To accept an Offer, in whole or in part, such Buyer Warrantholder must deliver a written notice to the Company prior to the end of the fifth tenth (5th10th) Business Day (as defined below) after such BuyerWarrantholder’s receipt of the Offer Notice (the “Offer Period”), ) setting forth the portion of such BuyerWarrantholder’s Basic Amount that such Buyer Warrantholder elects to purchase and, if such Warrantholder shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Warrantholder elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Warrantholders are less than the total of all of the Basic Amounts, then each Warrantholder who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Warrantholder who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Warrantholder bears to the total Basic Amounts of all Warrantholders that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers Warrantholders a new Offer Notice and the Offer Period shall expire on the fifth tenth (5th10th) Business Day after each such BuyerWarrantholder’s receipt of such new Offer Notice. (c) The Company shall have five (5) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Warrantholders (the “Refused Securities”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring person or persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement (as defined below), and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (d) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.04(c) above), then each Warrantholder may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Warrantholder elected to purchase pursuant to Section 4.04(b) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Warrantholders pursuant to Section 4.04(c) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. As used hereinIn the event that any Warrantholder so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, “Business Day” means the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Warrantholders in accordance with Section 4.04(a) above. (e) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Warrantholders shall acquire from the Company, and the Company shall issue to the Warrantholders, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.04(d) above if the Warrantholders have so elected, upon the terms and conditions specified in the Offer. The purchase by the Warrantholders of any day other than SaturdayOffered Securities is subject in all cases to the preparation, Sunday execution and delivery by the Company and the Warrantholders of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Warrantholders and their respective counsel. (f) Any Offered Securities not acquired by the Warrantholders or other persons in accordance with Section 4.04(c) above may not be issued, sold or exchanged until they are again offered to the Warrantholders under the procedures specified in this Agreement. (g) The Company and the Warrantholders agree that if any Warrantholder elects to participate in the Offer, (x) neither the agreement regarding the Subsequent Placement (the “Subsequent Placement Agreement”) with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provisions whereby any Warrantholder shall be required to agree to any restrictions in trading as to any securities of the Company owned by such Warrantholder prior to such Subsequent Placement, and (y) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement. (h) Notwithstanding anything to the contrary in this Section 4.04 and unless otherwise agreed to by the Warrantholders, the Company shall either confirm in writing to the Warrantholders that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Warrantholders will not be in possession of material non-public information with respect to the Company’s Subsequent Placement, by the fifteenth (15th) Business Day following delivery of the Offer Notice. If by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Warrantholders, such transaction shall be deemed to have been abandoned and the Warrantholders shall not be deemed to be in possession of any material, non-public information with respect to the Company’s Subsequent Placement. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Warrantholder with another Offer Notice and each Warrantholder will again have the right of participation set forth in this Section 4.04(a). The Company shall not be permitted to deliver more than one such Offer Notice to the Warrantholders in any 60 day on which commercial banks in The City of New York are authorized or required by law to remain closedperiod.

Additional Issuances of Securities. (i) From the final Closing Date until Prior to the one (1) year anniversary of the final Closing DateDate the Company shall not issue any securities pursuant to any Post-Closing Registration Statement. So long as the Initial Purchasers beneficially own in the aggregate Common Stock or Common Stock Equivalents equal to or convertible or exercisable, as the case may be, into at least 5% of the Company’s outstanding shares of Common Stock (calculated as if the Warrants and the 2012 Warrants were exercised in full without regard to any limitations on exercise of the Warrants or the 2012 Warrants), the Company will notshall not without the written consent of the Initial Purchasers, and the Company shall not permit its Subsidiary to, directly or indirectly, offer(i) issue a number of shares of Common Stock (including shares underlying any Common Stock Equivalents) in excess of (I) during calendar year 2015, sellfifteen percent (15%) (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after the Closing, and (II) in any calendar year thereafter, ten percent 10% (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the aggregate number of shares of Common Stock and Common Stock Equivalents outstanding after Closing; provided that this clause (i) (subject to the first sentence of this Section 4.17) shall not apply to Excluded Securities, or (ii) authorize or grant, or otherwise increase or modify any authorization or grant or existing right under, any option to purchase, purchase any of the Company’s or otherwise dispose of any its Subsidiaries’ equity or equity equivalent securities, including without limitation restricted stock units and options to purchase Common Stock pursuant to the Company’s 2011 Stock Incentive Plan or any debt, preferred membership interest or other instrument or security Approved Stock Plan; provided that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class of Membership Interests (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with may take the foregoing actions in this Section 4(f). clause (ii) The Company shall deliver to each Buyer in an irrevocable written notice (amount that does not exceed in the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and aggregate the number or amount of the Offered Securities shares of Common Stock and Common Stock Equivalents permissibly issuable pursuant to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers such number of Securities as would cause the Buyers to avoid any dilution in their ownership of Membership Interests immediately prior to such Subsequent Placement (the “Basic Amount”)an Approved Stock Plan. (iii) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day (as defined below) after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase (the “Notice of Acceptance”). Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Additional Issuances of Securities. (i) From the final Closing Date date hereof until the one two year anniversary of the final Closing DateClosing, each Buyer who purchases at least $1,000,000 in aggregate principal amount of Notes, so long as such Buyer and its affiliates collectively hold at least $1,000,000 in aggregate principal amount of Notes (each such Buyer, a “Major Investor”), shall have the Company will notright in the event the Company, directly or indirectly, offeroffers, sellsells, grant grants any option to purchase, or otherwise dispose disposes of (or announce any equity offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt or equity equivalent securities, including without limitation any debt, preferred membership interest or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class of Membership Interests than in connection with Excluded Securities (as defined in the Notes) (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4(f)., to purchase their pro rata share of such securities as follows: (iii) The Company shall deliver to each Buyer Major Investor an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers their pro rata share of the Offered Securities, allocated among such number Buyers (a) based on such Buyer’s pro rata share of the Offered Securities as would cause the Buyers to avoid any dilution in their ownership of Membership Interests immediately prior to such Subsequent Placement (the “Basic Amount”). , and (iiib) To accept an Offerwith respect to each Buyer that elects to purchase its Basic Amount, in whole or in part, such Buyer must deliver a written notice any additional portion of the Offered Securities attributable to the Company Basic Amounts of other Major Investors as such Major Investor shall indicate it will purchase or acquire should the other Major Investors subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until the Buyers shall have an opportunity to subscribe for any remaining Undersubscription Amount. For the purposes of this Section 4(j)(ii), a Major Investor’s “pro rata share” shall be equal to the ratio of (a) the number of shares of Common Stock (including all shares of Common Stock issuable or issued upon the conversion, exercise and exchange of all Convertible Securities (as hereinafter defined) for the maximum number of shares of Common Stock underlying such securities) held by such Major Investor immediately prior to the end of the fifth (5th) Business Day (as defined below) after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion issuance of such Buyer’s Basic Amount that securities to (b) the total number of shares of Common Stock outstanding (including all shares of Common Stock issuable or issued upon the conversion, exercise and exchange of all Convertible Securities for the maximum number of shares of Common Stock underlying such Buyer elects to purchase (the “Notice of Acceptance”). Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer securities) immediately prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt issuance of such new Offer Noticesecurities. As used hereinFor the purposes of this Section 4(j)(ii), “Business DayConvertible Securities” means any day other than Saturdayshall mean securities convertible into or exercisable or exchangeable for shares of Common Stock, Sunday including, without limitation, convertible notes, convertible or other day on which commercial banks in The City of New York are authorized or required by law to remain closedexchangeable preferred stock, options, stock purchase rights and warrants.

Additional Issuances of Securities. (i) From the final Closing Date until the one year anniversary of the final Closing Date, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of any equity or equity equivalent securities, including without limitation any debt, preferred membership interest or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for any class of Membership Interests (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4(f). (ii) The Company shall deliver to each Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyers such number of Securities as would cause the Buyers to avoid any dilution in their ownership of Membership Interests immediately prior to such Subsequent Placement (the “Basic Amount”). (iii) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day (as defined below) after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase (the “Notice of Acceptance”). Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.the

Additional Issuances of Securities. (ia) From The Company agrees that for the final Closing Date until period commencing on the one year anniversary of date hereof and ending ninety (90) days after the final Closing DateClosing, neither the Company will not, nor any of its Subsidiaries shall directly or indirectlyindirectly issue, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of their respective equity or equity equivalent securities, including including, without limitation limitation, any debt, preferred membership interest stock, rights, options, warrants or other instrument or security that is, is at any time during its life and under any circumstances, circumstances convertible into or exchangeable for, or exercisable for any class otherwise entitles the holder thereof to receive, capital stock and other securities of Membership Interests the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or other securities of the Company, “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4(f). (iib) The Company Notwithstanding the foregoing, this Section 4.10 shall deliver to each Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) not apply in respect of the securities being offered issuance of (the “Offered Securities”A) in a Subsequent PlacementCompany stock or options to purchase Company stock issued to directors, which Offer Notice shall (w) identify and describe the Offered Securitiesofficers, (x) describe the price and other terms upon which they are to be issued, sold employees or exchanged, and the number or amount consultants of the Offered Securities Company in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company pursuant to be issuedan equity compensation program or other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), sold or exchangedprovided that all such issuances after the date hereof pursuant to this clause (A) do not, (y) identify in the persons or entities (if known) to which or with which aggregate, exceed more than 10% of the Offered Securities are to be offered, issued, sold or exchanged Common Stock issued and (z) offer to issue and sell to or exchange with such Buyers such number of Securities as would cause the Buyers to avoid any dilution in their ownership of Membership Interests outstanding immediately prior to the date hereof, (B) Common Stock or standard warrants (including so-called xxxxx warrants) to purchase Common Stock in connection with strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in lease and financing transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such Subsequent Placement issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects the Investor, (D) shares issued or issuable by reason of a dividend, stock split or other distribution on Common Stock, (E) the Conversion Shares, or (F) the Warrant Shares (each of the foregoing in clauses (A) through (F), collectively the “Basic AmountExcluded Securities”). (iii) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day (as defined below) after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer elects to purchase (the “Notice of Acceptance”). Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.